Browse EX-10 agreements

BLUEROSE ASSOCIATES LLC

 

 

 

June 23, 2026

 

America’s Car-Mart, Inc.

1805 N 2nd St Suite 401

Rogers, AR 72756

Attn: Board of Directors

 

Ladies and Gentlemen:

This letter engagement agreement (“Agreement”) is entered into by and among Bluerose Associates, LLC, a Delaware limited liability company (“Bluerose Associates”), Michael Wartell, an individual and President of Bluerose Associates (“Michael Wartell” and collectively with Bluerose Associates, the “MW Parties”), on the one hand, and America’s Car-Mart, Inc., a Texas corporation (“Company”), and confirms and sets forth the terms and conditions of the engagement (the “Engagement”) of the MW Parties by the Company, including the scope of the services to be performed and the basis of compensation for those services.

1.               Description of Services.

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of June 23, 2026, between DSS, Inc., a New York corporation (the “Company”), and Alset, Inc., a Texas corporation (including its successors and assigns, the “Purchaser”).

 

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below), and Rule 506 promulgated thereunder, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, securities of the Company, consisting of a convertible promissory note in the amount of $1,000,000 that shall be convertible, following receipt of Stockholder Approval, into shares of the Common Stock of the Company at a conversion price set at $0.45 per share, subject to the terms and conditions set forth therein (the “Note”) and warrants to purchase 17,777,776 shares of the Common Stock of the Company (which the parties hereto acknowledge is equal to eight (8) Warrant Shares for every one (1) share initially issuable upo

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THIS CONVERTIBLE PROMISSORY NOTE (“NOTE”) AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), APPLICABLE STATE LAW, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION, AND MAY NOT BE SOLD, OFFERED FOR SALE, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE OR FOREIGN SECURITIES LAWS COVERING ANY SUCH TRANSACTION OR (B) SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE OR FOREIGN SECURITIES LAWS COVERING SUCH TRANSACTION.

 

CONVERTIBLE PROMISSORY NOTE

 

Principal Amount: $1,000,000.00

June 23, 2026

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COMMON STOCK PURCHASE WARRANT DSS, INC.

Warrant Shares: 17,777,776

 

Issue Date: June 23, 2026

 

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Alset, Inc. or their assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00PM (New York City time) on the third anniversary of the Issue Date (the “Termination Date”) (or if any portion of this Warrant is redeemed, on the Redemption Date (as defined below) for such portion) but not thereafter, to subscribe for and purchase from DSS, Inc., a New York corporation (the “Company”), up to 17,777,776 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form.

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CHANGE OF CONTROL AGREEMENT

 

THIS CHANGE OF CONTROL AGREEMENT (the “Agreement”), is made and entered into effective as of July 6, 2026 (the “Effective Date”), by and between Archrock, Inc., a Delaware corporation (the “Company”), and Mohit Singh (“Executive”).

 

WHEREAS, the Company and Executive desire to enter into an agreement regarding their respective rights and obligations in connection with a Change of Control during the Term; and

 

WHEREAS, the Executive has previously entered into a Change of Control Agreement with the Company (the “Prior Agreement”), which is intended to be replaced and superseded in its entirety by this Agreement;

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June 17, 2026

 

Mohit Singh

[***]

 

Re:

Employment Terms

 

Dear Mr. Singh

 

I am pleased to offer you the position of Senior Vice President and Chief Financial Officer of Archrock, Inc. (the "Company") on the terms and conditions set forth below.

 

1.            POSITIONS, DUTIES AND RESPONSIBILITIES. As of the date you begin employment (the "Effective Date"), you will serve as Senior Vice President and Chief Financial Officer of the Company, and you will have such duties and responsibilities as are usual and customary for your position. You will report directly to the Chief Executive Officer of the Company and will work at the Company's offices located in Houston, Texas, except for travel to other locations as may be reasonably necessary to fulfill your responsibilities. At the Company's request, you will serve the Company and/or its subsidiaries and affiliates in other offices, directorships and capacities in addition to the foregoing. In the event that you serve in any one or more of such additional capacities, your compensation will not be increased beyond th

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SEVERANCE BENEFIT AGREEMENT

 

THIS SEVERANCE BENEFIT AGREEMENT (this “Agreement”) is made and entered into effective as of July 6, 2026 (the “Effective Date”), by and between Archrock, Inc., a Delaware corporation (the “Company”) and Mohit Singh (the “Executive”).

 

W I T N E S S E T H:

 

WHEREAS, the Executive is employed as Chief Financial Officer of the Company;

 

WHEREAS, the Company and the Executive mutually desire to arrange for the Executive’s separation from employment with the Company and its affiliates in certain circumstances; and

 

WHEREAS, the Executive has previously entered into a Severance Benefit Agreement with the Company (the “Prior Agreement”), which is intended to be replaced and superseded in its entirety by this Agreement;

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Document

SEVENTH AMENDED AND RESTATED

ADVISORY AGREEMENT

AMONG

SCULPTOR DIVERSIFIED REAL ESTATE INCOME TRUST, INC.,

SCULPTOR DIVERSIFIED REIT OPERATING PARTNERSHIP LP,

AND

SCULPTOR ADVISORS LLC

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TABLE OF CONTENTS

Page

2.    APPOINTMENT.    5

3.    DUTIES OF THE ADVISER.    5

4.    AUTHORITY OF ADVISER.    7

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SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 17, 2026, by and among SharonAI Holdings Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

 

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below), and Rule 506 promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

 

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

 

ARTICLE I.

DEFINITIONS

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FIFTH AMENDMENT TO

FABRIC.AI, INC. 2020 LONG-TERM INCENTIVE PLAN

 

This FIFTH AMENDMENT TO FABRIC.AI, INC. 2020 LONG-TERM INCENTIVE PLAN (this “Amendment”), effective as of June 18, 2026, is made and entered into by Fabric.AI, Inc., a Delaware corporation (the “Company”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Fabric.AI, Inc. Long-Term Incentive Plan, as amended (collectively, the “Plan”).

 

RECITALS

 

WHEREAS, Article 9 of the Plan provides that the Board of Directors of the Company (the “Board”) may amend the Plan at any time and from time to time;

 

WHEREAS, the Board desires to amend the Plan to increase the aggregate number of shares of Common Stock that may be issued under the Plan, as set forth in Article 5 of the Plan, by an additional 4,600,000 shares of Common Stock; and

 

WHEREAS, the Board intends to submit this Amendment to the Company’s stockholders for their approval.

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Bidding Form: 6/20/2026

[Dealer Name ]

[Dealer Address]

June [____], 2026

To: Ligand Pharmaceuticals Incorporated

555 Heritage Drive, Suite 200

Jupiter FL, 33458

Re: [Base]1[Additional]2 Call Option Transaction

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer] (“Dealer”) and Ligand Pharmaceuticals Incorporated (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.

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Bidding Form: 6/22/2026

THE SECURITIES REPRESENTED HEREBY (THE “WARRANTS”) WERE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE WARRANTS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF.

[Dealer Name]

[Dealer Address]

June [__], 2026

To: Ligand Pharmaceuticals Incorporated

555 Heritage Drive, Suite 200

Jupiter, FL 33458

 

Re:

[Base]1[Additional]2 Warrants

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