Browse EX-10 agreements

Execution Version

REINSTATEMENT OF AND THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT

    THIS REINSTATEMENT OF AND THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into as of May 8, 2026, by and between ELME KENMORE LLC, a Delaware limited liability company (“Seller”), and FPA MULTIFAMILY, LLC, a California limited liability company (“Purchaser”).

WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Agreement dated as of May 5, 2026, as amended by that certain First Amendment to Purchase and Sale Agreement dated as of May 6, 2026, as amended by that certain Reinstatement of and Second Amendment to Purchase and Sale Agreement dated as of May 7, 2026 (collectively, the “Agreement”) with respect to the purchase and sale of The Kenmore located at 5415 Connecticut Avenue, NW, Washington, DC (the “Property”). Unless otherwise expressly provided herein, all defined terms used in this Amendment shall have the meanings set forth in the Agreement; and

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Execution Version

REINSTATEMENT OF AND THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT

    THIS REINSTATEMENT OF AND THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into as of May 8, 2026, by and between ELME3801 CONNECTICUT AVE TRUSTEE LLC, a Delaware limited liability company (“Seller”), and FPA MULTIFAMILY, LLC, a California limited liability company (“Purchaser”).

WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Agreement dated as of May 5, 2026, as amended by that certain First Amendment to Purchase and Sale Agreement dated as of May 6, 2026, as amended by that certain Reinstatement of and Second Amendment to Purchase and Sale Agreement dated as of May 7, 2026 (collectively, the “Agreement”) with respect to the purchase and sale of the property located at 3801 Connecticut Avenue, NW, Washington, DC (the “Property”). Unless otherwise expressly provided herein, all defined terms used in this Amendment shall have the meanings set forth in the Agreement; and

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REINSTATEMENT OF AND SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT

    THIS REINSTATEMENT OF AND SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into as of May 7, 2026, by and between ELME KENMORE LLC, a Delaware limited liability company (“Seller”), and FPA MULTIFAMILY, LLC, a California limited liability company (“Purchaser”).

WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Agreement dated as of May 5, 2026, as amended by that certain First Amendment to Purchase and Sale Agreement dated as of May 6, 2026 (collectively, the “Agreement”) with respect to the purchase and sale of The Kenmore located at 5415 Connecticut Avenue, NW, Washington, DC (the “Property”). Unless otherwise expressly provided herein, all defined terms used in this Amendment shall have the meanings set forth in the Agreement; and

WHEREAS, Seller and Purchaser now wish to amend the Agreement as set forth herein.

AGREEMENT

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Execution Version

REINSTATEMENT OF AND SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT

    THIS REINSTATEMENT OF AND SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into as of May 7, 2026, by and between ELME3801 CONNECTICUT AVENUE TRUSTEE LLC, a Delaware limited liability company (“Seller”), and FPA MULTIFAMILY, LLC, a California limited liability company (“Purchaser”).

WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Agreement dated as of May 5, 2026, as amended by that certain First Amendment to Purchase and Sale Agreement dated as of May 6, 2026 (collectively, the “Agreement”) with respect to the purchase and sale of the property located at 3801 Connecticut Avenue, NW, Washington, DC (the “Property”). Unless otherwise expressly provided herein, all defined terms used in this Amendment shall have the meanings set forth in the Agreement; and

WHEREAS, Seller and Purchaser now wish to amend the Agreement as set forth herein.

AGREEMENT

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Exhibit 10.1
PURCHASE AND SALE AGREEMENT
BETWEEN
ELME 3801 CONNECTICUT AVE TRUSTEE LLC,a Delaware limited liability company

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FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

    THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into as of May 6, 2026, by and between ELME KENMORE LLC, a Delaware limited liability company (“Seller”), and FPA MULTIFAMILY, LLC, a California limited liability company (“Purchaser”).

WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Agreement dated as of May 5, 2026 (the “Agreement”) with respect to the purchase and sale of The Kenmore located at 5415 Connecticut Avenue, NW, Washington, DC (the “Property”). Unless otherwise expressly provided herein, all defined terms used in this Amendment shall have the meanings set forth in the Agreement; and

WHEREAS, Seller and Purchaser now wish to amend the Agreement as set forth herein.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration (including, without limitation, the mutual covenants contained herein and in the Agreement), the receipt and sufficiency of which are hereby acknowledged, the Agreement is hereby amended as follows:

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Exhibit 10.5
PURCHASE AND SALE AGREEMENT
BETWEEN
ELME KENMORE LLC,a Delaware limited liability company
AS SELLER,
AND

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FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

    THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into as of May 6, 2026, by and between ELME3801 CONNECTICUT AVENUE TRUSTEE LLC, a Delaware limited liability company (“Seller”), and FPA MULTIFAMILY, LLC, a California limited liability company (“Purchaser”).

WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Agreement dated as of May 5, 2026 (the “Agreement”) with respect to the purchase and sale of the property located at 3801 Connecticut Avenue, NW, Washington, DC (the “Property”). Unless otherwise expressly provided herein, all defined terms used in this Amendment shall have the meanings set forth in the Agreement; and

WHEREAS, Seller and Purchaser now wish to amend the Agreement as set forth herein.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration (including, without limitation, the mutual covenants contained herein and in the Agreement), the receipt and sufficiency of which are hereby acknowledged, the Agreement is hereby amended as follows:

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Execution Version

SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT(this “Agreement”) is made and entered into as of September 23, 2026, by and between BuzzFeed, Inc., a Delaware company (the “Company” or “Seller”), and Allen Family Digital, LLC, a California limited liability company (the “Purchaser”).

Recitals

WHEREAS, the Purchaser desires to purchase from the Seller, and the Seller desires to sell to the Purchaser, a total of 4,300,000newly issued shares of the Company’s Class A common stock (the “Shares”), on the terms and subject to the conditions set forth in this Agreement (the “Purchase”); and

WHEREAS, the audit committee of the board of directors of the Company (the “Board”) has determined that the Purchase is reasonable, and comparable to those that could be obtained in an arm’s-length transaction with an unrelated third party, is in the commercial interests of the Company, and has approved the execution, delivery and performance of this Agreement and the consummation of the Purchase.

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COMPANY SHAREHOLDER SUPPORT AGREEMENT

This Company Shareholder Support Agreement (this “Agreement”) is made and entered into as of September 25, 2026, by and among (i) OAG Pipeline Technologies Inc., a Cayman Islands exempted company (“PubCo”), (ii) OAG International Ltd, a Cayman Islands exempted company (the “Company”), (iii) certain shareholders of the Company (each, a “Requisite Shareholder”), and (iv) Harvard Ave Acquisition Corporation, a Cayman Islands exempted company (the “Acquiror”). PubCo, the Company, Acquiror, and the Requisite Shareholders are sometimes referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

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RECITALS

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [___], is made and entered into by and among OAG Pipeline Technologies Inc., a Cayman Islands exempted company limited by shares (“PubCo”), and each of the undersigned parties listed on the signature pages hereto under “Holders” (together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, each, a “Holder” and collectively, the “Holders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

RECITALS

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