Browse EX-10 agreements

JOINDER AGREEMENT

 

This Joinder Agreement (the “Joinder Agreement”), dated as of June 12, 2026, is executed by and between M3-Brigade Acquisition V Corp., a Cayman Islands exempted company (the “Company”), and the counterparty designated as “Buyer” in the signature page hereto (“Buyer”), in connection with that certain Registration Rights Agreement, dated as of July 31, 2024 (the “Agreement”), by and among the Company, MI7 Sponsor, LLC, a Delaware limited liability company (as assignee of M3-Brigade Sponsor V LLC) (the “Sponsor”), Cantor Fitzgerald & Co., and each person who has become a party thereto by entering into a joinder agreement in accordance with the terms thereof. Capitalized terms used but not defined herein shall have the meaning given to such terms in the Agreement.

 

By the execution of this Joinder Agreement, Buyer agrees as follows:

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JOINDER AGREEMENT

 

This Joinder Agreement (the “Joinder Agreement”), dated as of June 12, 2026, is executed by and between M3-Brigade Acquisition V Corp., a Cayman Islands exempted company (the “Company”), and the counterparty designated as “Buyer” in the signature page hereto (“Buyer”), in connection with that certain Letter Agreement, dated as of July 31, 2024 (the “Agreement”), by and among the Company, MI7 Sponsor, LLC, a Delaware limited liability company (as assignee of M3-Brigade Sponsor V LLC) (the “Sponsor”), the other parties thereto, and each person who has become a party thereto by entering into a joinder agreement in accordance with the terms thereof. Capitalized terms used but not defined herein shall have the meaning given to such terms in the Agreement.

 

By the execution of this Joinder Agreement, Buyer agrees as follows:

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VOTING SUPPORT AGREEMENT

 

THIS VOTING SUPPORT AGREEMENT (this “Agreement”), dated as of June 12, 2026, is made and entered into by and among the undersigned shareholder (the “Shareholder”) and M3-Brigade Acquisition V Corp., a Cayman Islands exempted company incorporated with limited liability (the “SPAC”).

 

Unless otherwise stated herein, capitalized terms used in this Agreement shall have the meanings ascribed to them in the prospectus relating to the registration statement on Form S-1 of M3-Brigade Acquisition V Corp. first filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 5, 2024 (Registration No. 333-279951), as amended and as declared effective on July 31, 2024, and as may be supplemented or post-effectively amended from time to time.

 

RECITALS

WHEREAS, the SPAC was incorporated on March 12, 2024, and consummated an initial public offering of its units on August 2, 2024, generating gross proceeds of $287,500,000 (the “IPO”);

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Document

Exhibit 10.27

Amended and Restated Target Corporation 2020 Long-Term Incentive Plan

1.    Purpose. The purpose of the Plan is to advance the performance and long-term growth of the Company by offering long-term incentives to directors and employees of the Company and its Subsidiaries and such other Participants who the Committee determines will contribute to such performance and growth inuring to the benefit of the shareholders of the Company. This Plan is also intended to facilitate recruiting and retaining personnel. The Plan was originally effective June 10, 2020 (the “Original Effective Date”). This Amended and Restated Plan was approved by the Board on March 11, 2026, and will become effective upon approval by the shareholders of the Company (the “Restatement Date”).

2.    Definitions. In this Plan, the following definitions will apply.

(a)    “Agreement” means the written or electronic agreement containing the terms and conditions applicable to each Award granted under the Plan. An Agreement is subject to the terms and conditions of the Plan.

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NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

 

PIPE COMMON WARRANT TO PURCHASE COMMON STOCK

NEXENTIS TECHNOLOGIES INC.

 

Warrant Shares: [●]

Initial Exercise Date: June 15, 2026

 

Issuance Date: June 15, 2026

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SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 12, 2026, between Nexentis Technologies Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective shelf registration statement under, and Section 4(a)(2) of, the Securities Act of 1933, as amended (the “Securities Act”), 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.

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NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

 

DATZ WORLD HOLDINGS CORP.

 

Principal Amount: $627,296

Issue Date: May __, 2026

 

CONVERTIBLE PROMISSORY NOTE

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NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

 

DATZ WORLD HOLDINGS CORP.

 

Principal Amount: $364,582

Issue Date: May __, 2026

 

CONVERTIBLE PROMISSORY NOTE

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STOCK PURCHASE AGREEMENT

 

THIS STOCK PURCHASE AGREEMENT, dated as of May 22, 2026 (this “Agreement”) by and among the individuals listed on Schedule A hereto (each a “Seller” and together the “Sellers”), Jeff Bishop (the “Buyer”) and DATZ World Holding Corp., a Nevada corporation (the “Company”).

 

WHEREAS, each Seller owns the number of shares of the Company’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Shares”) ; and

 

WHEREAS, Buyer wishes to purchase the Series A Shares from each of the Sellers as indicated on Schedule A hereto and each Seller wishes to sell such Series A Shares to Buyer.

 

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

 

Agreement to Buy and Sell. Buyer shall purchase, and each Seller shall sell, that number of Series A Shares listed next to each Seller’s name on Schedule A hereto (the “Shares”).

 

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EXHIBIT 10.2 

 

MEMBERSHIP INTEREST PURCHASE AGREEMENT

 

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is dated as of May  , 2026, by and between DATZ WORLD HOLDINGS CORP., a Nevada corporation (the “Seller”), FOUNDATION AI LLC, a Colorado limited liability company (the “Buyer”). Each of the Buyer and the Seller may be referred to in this Agreement individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not defined in this Agreement have the meanings given to such terms in the Merger Agreement (defined below).

 

RECITALS

 

WHEREAS, LB Media Group LLC, a Colorado limited liability company (the “Company”), is engaged in the business of providing cannabis-related marketing products and services (the “Business”);

 

WHEREAS, the Seller owns 100% of the outstanding membership interests (the “Interests”) of the Company;

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LOAN ASSIGNMENT AND ASSUMPTION AGREEMENT

 

This LOAN ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of May , 2026 (the “Effective Date”), by and between DATZ WORLD HOLDINGS CORP., a Nevada corporation formerly known as Leafbuyer Technologies, Inc. (“Assignor”), and LB Media Group LLC, a Colorado limited liability company (“Assignee”). Kurt Rossner, Mark Breen, and Michael Goerner (collectively, the “Guarantors”) are executing this Agreement for the purposes set forth herein.

 

RECITALS

 

WHEREAS, Assignor is the borrower under that certain U.S. Small Business Administration (the “SBA Lender”) Economic Injury Disaster Loan, dated as of April 30, 2020, having an initial principal amount equal to $500,000 (“SBA Loan”);

 

Whereas, the Guarantors each executed and delivered to the Lender one or more guaranties pursuant to which such Guarantors guaranteed the obligations of Assignor with respect to the Loan;

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NOTE EXCHANGE AGREEMENT

 

This NOTE EXCHANGE AGREEMENT, dated May 28 2026 (this “Agreement”), is among DATZ World Holdings Corp., a Nevada corporation (the “Seller” or the “Company”), Jeff Bishop (“Bishop”), Allan Marshall (“Allan”) and MFA Holdings, Corp., a Florida corporation (“MFA and together with Allan, the “Lenders”).

 

W I T N E S S E T H:

 

WHEREAS, on September 18, 2018, the Company made a convertible promissory note in favor of Bishop in the original principal amount of Two Hundred Twenty Thousand Dollars ($220,000) with a maturity date of September 21, 2019, with interest at the rate of ten percent (10%) which remains unpaid as of the date hereof and has accrued interest in the amount of $190,749.41 as of the date hereof (“Loan 1”);

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