Browse EX-10 agreements

**GUARANTY AND COLLATERAL AGREEMENT **

This **GUARANTY AND COLLATERAL AGREEMENT **(this “Agreement”), dated as of September 25, 2026, among the Persons listed on the signature pages hereof as “Grantors” and those additional Persons that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively, the “Grantors”), and **HSBC BANK USA, NATIONAL ASSOCIATION **(the “Bank”), as administrative agent (in such capacity, together with its successors and assigns in such capacity, the “Agent”) for the Lenders (as defined in the Credit Agreement, as defined below) party to the Credit Agreement from time to time. Capitalized terms used herein but not defined shall be given the meaning of such terms in the Credit Agreement.

*WITNESSETH: *

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**REVOLVING CREDIT AGREEMENT **

dated as of

September 25, 2026

by and among

POWER SOLUTIONS INTERNATIONAL, INC.,

as Borrower,

The **LOAN PARTIES **Party Hereto,

The **LENDERS **Party Hereto,

HSBC BANK USA, NATIONAL ASSOCIATION,

as Administrative Agent,

and

**HSBC BANK USA, NATIONAL ASSOCIATION, **

**AUSTRALIA AND NEW ZEALAND **

**BANKING GROUP, **and

**BANK OF CHINA LIMITED, CHICAGO BRANCH, **

as Joint Lead Arrangers and Joint Bookrunners

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**TABLE OF CONTENTS **

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**FIFTH AMENDMENT TO CREDIT AGREEMENT **

**FIFTH AMENDMENT TO CREDIT AGREEMENT **dated as of September 29, 2026 (this “Amendment”), by and among Pitney Bowes Inc., a Delaware corporation (the “Borrower”), the Loan Parties party hereto, Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and as the Additional 2026 Tranche B Term Loan Lender (as defined below), and each Fifth Amendment Consenting Term Lender (as defined in Exhibit A hereto).

**RECITALS: **

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PROMISSORY NOTE

$7,000,000.00	Issue Date: September 29, 2026

FOR VALUE RECEIVED, ONAR, LLC, a Delaware limited liability company (“Maker”), promises to pay to the order of Advertise Purple Holdings Inc., a California corporation (“Holder”), the sum of Seven Million and 00/100 Dollars ($7,000,000.00), or so much thereof as may from time to time be outstanding, together with interest thereon at a simple interest rate per annum equal to 8.0%, all payable in lawful money of the United States of America and all other sums due under the terms of this Promissory Note. Interest shall be computed on the basis of a year of 365 days for the actual number of days elapsed. This Promissory Note is issued pursuant to the terms of the Securities Purchase Agreement, dated as of the date hereof, by and between Maker, Holder and the other parties thereto (the “Purchase Agreement”). Capitalized terms used but not otherwise de

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Execution Version

SECURITIES PURCHASE AGREEMENT

BY AND AMONG

ONAR, LLC,

ADVERTISE PURPLE LLC,

SELLER PARTIES (as defined herein)

AND

CERTAIN OTHER PARTIES HERETO

Dated as of September 29, 2026

TABLE OF CONTENTS

				Page
ARTICLE 1 PURCHASE AND SALE; PURCHASE PRICE				2

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FORM OF SUPPORT AGREEMENT

THISSUPPORT AGREEMENT (this “Agreement”), is entered into as of September 29, 2026, by and among Peoples Bancorp Inc., a financial holding company incorporated under Ohio law (“Purchaser”), and Capital Bancorp, Inc., a bank holding company incorporated under Maryland law (“Company”), and the undersigned shareholder (“Shareholder”).

WHEREAS,concurrently with the execution and delivery of this Agreement, Purchaser and Company are entering into an Agreement and Plan of Merger, dated as of the date of this Agreement (as amended or supplemented from time to time, the “Merger Agreement”), pursuant to which, among other things, (i) Company shall be merged with and into Purchaser, upon the terms and subject to the conditions set forth in the Merger Agreement and (ii) except as set forth in the Merger Agreement, each outstanding share of Company Common Stock will be converted into the right to receive the Merger Consideration. Capitalized terms not otherwise defined in this Agreement shall have meanings provided in the Merger Agreement.

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Exhibit 10.1 EXHIBIT A SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this “Agreement”), is entered into as of September 29, 2026, by and among Peoples Bancorp Inc., a financial holding company incorporated under Ohio law (“Purchaser”), and Capital Bancorp, Inc., a bank holding company incorporated under Maryland law (“Company”), and the undersigned shareholder (“Shareholder”). WHEREAS, concurrently with the execution and delivery of this Agreement, Purchaser and Company are entering into an Agreement and Plan of Merger, dated as of the date of this Agreement (as amended or supplemented from time to time, the “Merger Agreement”), pursuant to which, among other things, (i) Company shall be merged with and into Purchaser, upon the terms and subject to the conditions set forth in the Merger Agreement and (ii) except as set forth in the Merger Agreement, each outstanding share of Company Common Stock will be converted into the right to receive the Merger Consideration. Capitalized terms not otherwise defined in this Agreement shall have meanings provided in the Merger Agreement. WHEREAS, as o

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SECURITIES PURCHASE AGREEMENT

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This Securities Purchase Agreement (this “Agreement”) is dated as of [●], 2026, between DarkIris Inc., an exempted company incorporated under the laws of the Cayman Islands (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 an effective registration statement under the Securities Act (as defined below), 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

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DEFINITIONS

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EIGHTH AMENDMENT AND GUARANTOR JOINDER TO LOAN AND GUARANTY AGREEMENT

This EIGHTH AMENDMENT TO LOAN AND GUARANTY AGREEMENT (“Amendment”) is dated as of September 29, 2026 (the “Execution Date”), and is entered into by and among AULT & COMPANY, INC., a Delaware corporation (“Borrower”), Alliance Cloud Services, LLC, a Delaware limited liability company (the “Michigan Property Owner”), SENTINUM, Inc., a Nevada corporation (“Sentinum”), HYPERSCALE DATA, INC. (F/K/A AULT ALLIANCE, INC.), a Delaware corporation (“Hyperscale”), AULT AVIATION, LLC, a Nevada limited liability company (“Aviation”), **BNI MONTANA, LLC, **a Delaware limited liability company (“BNI”), AULT LENDING, LLC, a California limited liability company (“Ault Lending”), AULT GLOBAL REAL ESTATE EQUITIES, INC., a Nevada corporation (“AG”), AULT CAPITAL GROUP, INC., a Nevada corporation (“ACG”), Milton “Todd” Ault, III, a natural person (“Ault”), Scott Soura, as a new personal guarantor (“Soura” and together with the Michigan Property

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PRIVATE PLACEMENT AGREEMENT

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THIS PRIVATE PLACEMENT AGREEMENT (this “Agreement”), dated as of September 28, 2026, is made by and between Addentax Group Corp., a Nevada corporation (the “Company”) and the investor set forth on Schedule A (the “Investor”).

WHEREAS, the Company desires to issue and sell to the Investor, and the Investor desires to purchase from the Company, the amount of shares set forth opposite the Investor’s name on Schedule A hereto (the “Investor Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in a private placement transaction on the terms set forth herein (the “Offering”).

NOW, THEREFORE, in consideration of the mutual promises, agreements, representations, warranties and covenants contained herein, each of the parties hereto hereby agrees as follows:

1. Purchase and Sale of the Investor Shares.

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STRICTLY CONFIDENTIAL	FINAL FORM

FORM OF LOCK-UP AGREEMENT

This Lock-Up Agreement (this “Agreement”) is dated as of [●], by and between the shareholder(s) set forth on the signature page to this Agreement (individually, the “Holder”, collectively, the “Holders”) and AIRE Global Group Inc., a company formed in the Cayman Islands as an exempted company and wholly-owned subsidiary of the Parent (the “Purchaser”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below). Purchaser and the Holders may also be referred to individually as a “Party” and collectively as the “Parties”.

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Exhibit 10.1

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Execution Version

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SHAREHOLDER SUPPORT AGREEMENT

THIS SHAREHOLDER SUPPORT AGREEMENT, dated as of September 28, 2026 (the “Agreement”), by and among OceanLight Acquisition Corporation, a Cayman Islands exempted company (the “Parent”) and the signatory party herein, representing the shareholder set forth on Schedule I hereto (the “Holder”) of AIRE, Inc., a Cayman Islands exempted company (the “Company”).

W I T N E S S E T H:

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