Browse EX-10 agreements

THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

Principal Amount: Up to $100,000	Dated as of May 6, 2026

Pono Capital Four, Inc., a Cayman Islands exempted company (the “Maker”), promises to pay to the order of Mehana Ventures LLC, its registered assigns or successors in interest (the “Payee”), the principal sum of up to One Hundred Thousand Dollars ($100,000) in lawful money of the United States of America, on the terms and conditions described below. All payments on this promissory note (the “Note”) shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.

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Sublease Agreement

This Sublease Agreement (the "Sublease") is made and effective April 24, 2026, by and between Atara Biotherapeutics, Inc., a Delaware corporation, having an address at 1280 Rancho Conejo Boulevard, Thousand Oaks, CA 91320 ("Sublessor"), and 20Bloc ("Subtenant"). Defined terms used but not otherwise defined herein have the meaning ascribed to them in the Lease Agreement.

RECITALS

A. Sublessor is the tenant in a Lease Agreement dated March 17, 2021, including amendments with JackieO, LLC (“Landlord”) (the "Lease Agreement"). A copy of the Lease Agreement is attached hereto as Exhibit A and incorporated herein by this reference. The property leased to Sublessor in the Lease Agreement is referred to as the "Leased Property".

B. Sublessor desires to sublease the Storage Space (A.2), with 1,001 rentable square feet as shown on the floor plan attached to this Sublease as Exhibit B (the “Sublease Premises”) to Subtenant.

NOW, THEREFORE, for value received by each of the parties hereto, the receipt and sufficiency of which are hereby respectively acknowledged, and in consideration of the mutual agreements of the parties, it is agreed:

Sublease.

A.

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AMENDMENT No. 6

AMENDMENT NO. 6, dated as of March 30, 2026 (this “Amendment”), by and among LUMEXA IMAGING, INC., a Delaware corporation (the “LII Borrower”), LUMEXA IMAGING OUTPATIENT, INC., a Delaware corporation (the “LIO Borrower” and together with the LII Borrower, the “Borrowers”) and Barclays Bank PLC, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”).

W I T N E S S E T H

WHEREAS, pursuant to that certain Credit Agreement, dated as of December 15, 2020 (as amended or otherwise modified by Incremental Amendment No. 1, dated as of December 31, 2021, Amendment No. 2, dated as of March 21, 2023, Amendment No. 3, dated as of July 16, 2024, Amendment No. 4, dated as of November 22, 2024, Amendment No. 5, dated as of December 17, 2025 and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), by and among the Borrowers, Lumexa Imaging Intermediate Holdings, Inc., a Delaware corporation, Lumexa Imaging Outpatient Intermediate Holdings, Inc., a Delaware corporation, the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), the Administrative Agent and the other parties thereto, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Borrowers;

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CONTRIBUTION AGREEMENT

among

AMERICOLD REALTY OPERATING PARTNERSHIP, L.P.,

a Delaware limited partnership,

AMERICOLD NORTH AMERICA JV MEMBER, LLC,

a Delaware limited liability company

MHG GATEWAY PROPERTIES, LLC,

a New Jersey limited liability company,

ART MORTGAGE BORROWER PROPCO 2010 - 5 LLC,

a Delaware limited liability company,

AMERICOLD NEW TRS SUB 1, LLC,

a Delaware limited liability company,

AMERICOLD REAL ESTATE, L.P.,

a Delaware limited partnership,

ART MORTGAGE BORROWER PROPCO 2010 - 4 LLC,

a Delaware limited liability company,

NEW HALL’S WAREHOUSE LLC,

a New Jersey limited liability company,

AMERICOLD RUSSELLVILLE, LLC,

an Arkansas limited liability company,

and

SNOWFALL TOPCO LP,

a Delaware limited partnership

Effective Date: May 7, 2026

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Table of Contents

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EMPLOYEE FORM

Name of Participant:		[__________]
Number of Shares of Stock subject to the SAR:		[__________]
Exercise Price Per Share:		$[__________]
Date of Grant:		[__________]
Original Grant Date		[__________]

WATERS CORPORATION

2026 EQUITY BASED COMPENSATION PLAN

GLOBAL SAR AWARD AGREEMENT

This agreement (this “Agreement”) including any appendix hereto containing country-specific terms and conditions (each an “Appendix”, and collectively the “Appendices”) evidences a stock appreciation right granted by Waters Corporation (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms and conditions of the Waters Corporation 2026 Equity-Based Compensation Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.

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EMPLOYEE FORM

Name of Participant:		[____]
Number of Restricted Stock Units:		[____]
Date of Grant:		[____]
Original Grant Date		[____]

WATERS CORPORATION

2026 EQUITY BASED COMPENSATION PLAN

GLOBAL RESTRICTED STOCK UNIT AWARD AGREEMENT

This agreement (this “Agreement”) including the appendices hereto containing general terms and conditions for Participants outside the United States and country-specific terms and conditions (each an “Appendix,” and collectively the “Appendices”) evidences Restricted Stock Units granted by Waters Corporation (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms and conditions of the Waters Corporation 2026 Equity Based Compensation Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.

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[●], 2026

PERSONAL AND CONFIDENTIAL

Dr. Steve Slilaty, Chief Executive Officer

Sunshine Biopharma Inc.

333 Las Olas Way, CU4 Suite 433 Fort Lauderdale, FL 33301

	Re:	**SBFM

Dear Dr. Slilaty:

The purpose of this placement agent agreement is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”) will act as the placement agent on a “best efforts” basis in connection with the proposed Best Efforts Secondary Offering (the “Placement”) by Sunshine Biopharma Inc. (collectively, with its subsidiaries and affiliates, the “Company”) of units consisting of its shares of Common Stock and warrants to purchase its shares of Common Stock (the “Securities”). This placement agent agreement sets forth certain conditions and assumptions upon which the Placement is premised. The Company expressly acknowledges and agrees that Aegis’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by Aegis to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Aegis with respect to securing any other financing on behalf of the Company. The Company confirms that entry into this placement agent agreement and completion of the Placement with Aegis will not breach or otherwise violate

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SERIES C REGISTERED COMMON WARRANT TO PURCHASE COMMON STOCK

SUNSHINE BIOPHARMA INC.

Warrant Shares: [●]	Initial Exercise Date: [●], 2026
	Issuance Date: [●], 2026

THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [●] or its 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 Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on [●], 2031 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sunshine Biopharma Inc., a Colorado corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. Subject to the provisions of Section 2.3, the purchase price of one (1) share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2.2.

	1.	Definitions. In addition to the terms defined elsewhere in this Warrant or in the Placement Agent Agreement dated [●], 2026 between the Company and Aegis Capital Corp. (the “Placement Agent Agreement”), the following terms have the meanings indicated in this Section ‎1:

1.1. “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

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REGISTERED PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK

SUNSHINE BIOPHARMA INC.

Warrant Shares: [●]	Initial Exercise Date: [●], 2026
	Issuance Date: [●], 2026

THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time until this Warrant is exercised in full (the “Termination Date”), to subscribe for and purchase from Sunshine Biopharma Inc., a Colorado corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. Subject to the provisions of Section 2.3, the purchase price of one (1) share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2.2.

	1.	Definitions. In addition to the terms defined elsewhere in this Warrant or in the Placement Agent Agreement dated [●], 2026 by and between the Company and Aegis Capital Corp. referred to therein (the “Placement Agent Agreement”), the following terms have the meanings indicated in this Section 1:

1.1. “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

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EXHIBIT 10.20

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) dated as of May 8, 2026, by and between Black Titan Corporation, a Cayman Islands exempted company (“BTC” or the “Company”), and ARC Group International Limited (the “Purchaser”).

WHEREAS, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, 800 shares of Series B Preferred Shares on the terms set forth in the Certificate of Designation (as defined herein);

WHEREAS, the aggregate purchase price for the Series B Preferred Shares is $800,000;

WHEREAS, the Purchaser has paid $800,000 directly to David Lazar in satisfaction of an outstanding obligation of the Company owed to David Lazar, and such payment constitutes valid and sufficient consideration for the issuance of the Series B Preferred Shares;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

ARTICLE 1.

DEFINITIONS

1.1 Definitions. In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Certificate of Designation (as defined herein), and (b) the following terms have the meanings set forth in this Section 1.1:

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Exhibit 10.19

FIRST AMENDMENT TO BLACK TITAN CORPORATION

SENIOR UNSECURED CONVERTIBLE NOTE

This FIRST AMENDMENT TO THE BLACK TITAN CORPORATION SENIOR UNSECURED CONVERTIBLE NOTE (THIS “AMENDMENT”), as issued by Black Titan Corporation (the “Company”) is made and effective as of May 11, 2026 (“Effective Date”), by and among the Company, and the signatory hereto (the “Holder”).

RECITALS

WHEREAS, on January 16, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”), by and between the Company and the Holder, pursuant to which the Holder purchased a Senior Unsecured Convertible Note (the “Note”) from the Company upon the terms and conditions set forth in the Purchase Agreement and the Note;

WHEREAS, Section 18 of the Note provides that, except for Section 3(d), which may not be amended, modified or waived by the parties to the Note, the prior written consent of the Required Holder (as defined in the Purchase Agreement) is required for any amendment, modification or waiver of the Note;

WHEREAS, the Company and the Holder party hereto desire to amend the Note on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises, and for other good and valuable consideration, the receipt and sufficient of which are hereby acknowledged, the parties to this Amendment, each intended to be legally bound, hereby agree as follows:

Definitions. Capitalized terms used but not defined in this Amendment shall have the respective meanings ascribed to such terms in the Note.

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Exhibit 10.18

FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

This FIRST AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT (THIS “AMENDMENT”), is made and effective as of May 11, 2026, by and among Black Titan Corporation, a Cayman Islands exempted company (the “Company”), and the holder of registration rights under the Registration Rights Agreement (defined below) signatory hereto (the “Holder”).

RECITALS

WHEREAS, on January 16, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”), by and between the Company and the Holder, pursuant to which the Holder purchased a Senior Unsecured Convertible Note (the “Note”) from the Company upon the terms and conditions set forth in the Purchase Agreement and the Note;

WHEREAS, on January 16, 2026, the Company agreed to provide certain registration rights with respect to the Registrable Securities (as defined in the Registration Rights Agreement) to the Holder pursuant to that certain Registration Rights Agreement, dated as of January 16, 2026 (the “Registration Rights Agreement”);

WHEREAS, Section 10 of the Registration Rights Agreement provides that the provisions of the Registration Rights Agreement may be amended only with written consent of the Company and the Holder;

WHEREAS, the Company and the Holder party hereto desire to amend the Registration Rights Agreement on the terms and subject to the conditions set forth herein.

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