Browse EX-10 agreements

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT(the “First Amendment”) is made and entered effective as of July 24, 2026 (the “FirstAmendment Effective Date”), by and betweenGIPIL 3134 W 76thStreet, LLC, a Delaware limited liability company(the“Seller”), and DDF Candor, LLC, a Texas limited liability company (the “Purchaser”).

RECITALS

A.

WHEREAS, Seller and Purchaser previously entered into that certain Purchase and Sale Agreement having an Effective Date of June 22, 2026 (the “Agreement”), regarding certain real property located in Chicago, Illinois, and more particularly described in the Agreement.

B.

WHEREAS, Seller and Purchaser desire to amend certain provisions of the Agreement in the manner provided for in this First Amendment.

C.

WHEREAS, all capitalized terms used in this First Amendment shall have the same meanings ascribed to them in the Agreement, unless otherwise indicated herein to the contrary.

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ASSIGNMENT OF LIMITED LIABILITY COMPANY INTERESTS

AND TERMINATION AGREEMENT

This ASSIGNMENT OF LIMITED LIABILITY COMPANY INTERESTS AND TERMINATION AGREEMENT (this “Agreement”) is made and entered into as of June 16, 2026 (the “Effective Date”), by and among BROWN FAMILY ENTERPRISES, LLC (“Assignor”); GENERATION INCOME PROPERTIES, LP, a Delaware limited partnership (“Assignee”); and GENERATION INCOME PROPERTIES, INC., a Maryland corporation (“GIPR”), for itself and in its capacity as the Manager (as defined below). Assignor, Assignee, and GIPR are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

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PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT("Agreement") is made and entered into as of the Effective Date (hereinafter defined) by and between GIPIL 3134 W 76thStreet, LLC, a Delaware limited liability company (“Seller”), with an address of 401 East Jackson Street, Suite 3300, Tampa, Florida 33602, Attn: David Sobelman; Email: ds@gipreit.com, with a required copy to Trenam Law, 200 Central Avenue, Suite 1600, St. Petersburg, Florida 33702, Attn: Timothy M. Hughes, Esq., Email: thughes@trenam.com and DDF Candor, LLC, a Texas limited liability company ("Purchaser"), with an address of 450 Alton Road, Apt. 2302, Miami Beach, FL 33139, Email: ben@candorcapitalpartners.com, with a required copy to Palmer Pelella, Esq., Email: palmer@pelellalaw.com.

RECITALS

A.

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**Execution Version **

**STORE MASTER FUNDING I, LLC **

**STORE MASTER FUNDING II, LLC **

**STORE MASTER FUNDING III, LLC **

**STORE MASTER FUNDING IV, LLC **

**STORE MASTER FUNDING V, LLC **

**STORE MASTER FUNDING VI, LLC **

**STORE MASTER FUNDING VII, LLC **

**STORE MASTER FUNDING XIV, LLC **

**STORE MASTER FUNDING XIX, LLC **

**STORE MASTER FUNDING XX, LLC **

**STORE MASTER FUNDING XXII, LLC **

**STORE MASTER FUNDING XXIV, LLC **

**STORE MASTER FUNDING XXIX, LLC **

**STORE MASTER FUNDING XXXIV, LLC **

**STORE MASTER FUNDING XXXVII, LLC **

**STORE MASTER FUNDING XXXVIII, LLC **

**STORE MASTER FUNDING XLI, LLC **

each, as an Issuer,

and

**EACH JOINING PARTY **

each, as an Issuer,

**STORE CAPITAL LLC (as successor in interest to STORE CAPITAL CORPORATION) **

as Property Manager and Special Servicer,

**KEYBANK NATIONAL ASSOCIATION **

as Back-Up Manager

and

CITIBANK, N.A.,

not individually but solely as Indenture Trustee

**TWELFTH AMENDED AND RESTATED PROPERTY MANAGEMENT AND **

**SERVICING AGREEMENT **

Dated as of September 21, 2026

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FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

This **First Amendment to Asset Purchase Agreement **(this “Amendment”) is entered into as of July 24, 2026, by and between Francisco Antonio Sbert Mousko, an individual, ID No. V-7.232.769 (“Seller”), and Ecominas Corp., formerly known as International Luxury Products, Inc. and Pure North Analytics Corp., a Nevada corporation (“Buyer” or the “Company”). Seller and Buyer may each be referred to as a “Party” and collectively as the “Parties.”

RECITALS

**WHEREAS, **the Parties entered into that certain Asset Purchase Agreement dated February 5, 2026 (the “Original Agreement”);

**WHEREAS, **the Purchased Assets identified in the Original Agreement include the assets described on Schedule A, Schedule B and Schedule C thereto;

**WHEREAS, **the Parties desire to exclude all physical assets identified on Schedule A from the Purchased Assets, while retaining the technology and intellectual-property assets identified on Schedule B and the real-property and land-use interests identified on Schedule C;

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VOTING AND SUPPORT AGREEMENT

**THIS AGREEMENT **is made as of the ______ day of _________, 2026.

BETWEEN:

_________________________________________________________________________________

_________________________________________________________________________________

(the “Shareholder”)

- and -

Artemis Gold Inc., a corporation existing under the laws of the Province of British Columbia

(the “Acquiror”, and together with the Shareholder the “Parties”)

**WHEREAS **the Shareholder is the registered and/or beneficial owner of that number of issued and outstanding common shares (the “Common Shares”) in the capital of Vista Gold Corp. (the “Company”), set forth on Schedule “A” attached to this Agreement (the “Subject Shares”);

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ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this “Agreement”), dated as of September 15, 2026, is entered into by and among Azure Energy, LLC, a Delaware limited liability company (the “Seller”), Azure Energy, S.R.L., a Costa Rica company (“Azure S.R.L.”) (solely for the purposes of Sections 2.09 and 3.02(c)), Algorhythm Holdings, Inc., a Delaware corporation (“Parent”), Azure Holdings, LLC, a Nevada limited liability company (the “Buyer”), and the other parties set forth on the signature page hereto.

Recitals

WHEREAS, Seller is engaged in the business of developing firm-capacity renewable energy infrastructure built around converting waste and biomass into clean, dispatchable power (the “Business”); and

WHEREAS, Seller wishes to sell and assign to Buyer, and Buyer wishes to purchase and assume from Seller, substantially all the assets, and certain specified liabilities, of the Business, subject to the terms and conditions set forth herein.

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FUNDING AGREEMENT

** **

This Funding Agreement (this “Agreement”), dated September 15, 2026 (the “Effective Date”), is entered into by and among Algorhythm Holdings, Inc., a Delaware corporation (the “Company”), Gary Atkinson (“Atkinson”) and Alex Andre (“Andre”; together with Atkinson, the “Executives”).

WITNESSETH:

WHEREAS, Atkinson and the Company are parties to that certain Second Amended and Restated Employment Agreement, dated July 22, 2026 (the “Atkinson Employment Agreement”), and that certain Separation Agreement, dated as of the Effective Date (the “Atkinson Separation Agreement”; together with the Atkinson Employment Agreement, the “Atkinson Agreements”); and

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SEPARATION AGREEMENT AND RELEASE

THIS SEPARATION AGREEMENT AND RELEASE (this “Agreement”), dated September 15, 2026 (the “Effective Date”), is entered into by and between Algorhythm Holdings, Inc., a Delaware corporation (the “Company”), and [_________] (“Executive”).

WHEREAS, the Company and Executive are parties to that certain Employment Agreement, dated [__________] (the “Employment Agreement”), and that certain Indmenification Agreement, dated [__________] (the “Indemnification Agreement”); and

WHEREAS, on the Effective Date, the Company terminated Executive’s employment without “Cause” (as such term is defined in the Employment Agreement) pursuant to Section 5.2 of the Employment Agreement effective on the Effective Date; and

WHEREAS, the Company and Executive wish to settle in full certain claims that Executive may have now or in the future against the Company on the terms set forth herein.

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OPTION AGREEMENT

This OPTION AGREEMENT (this “Agreement”), dated as of September 15, 2026 (the “Effective Date”), is entered into by and among Algorhythm Holdings, Inc., a Delaware corporation (the “Optionee”), Azure Energy, LLC, a Delaware limited liability company (“Target”), Tangen Family Trust, a Washington trust (“TFT”), and 1979, FLP, a North Carolina limited partnership (“1979 FLP”; together with TFT, the “Optionors”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Asset Purchase Agreement (as defined below).

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** **

Exhibit 10.10

** **

THIS PRE-PAID PURCHASE (AS DEFINED BELOW) IS ISSUED IN EXCHANGE FOR (WITHOUT ANY ADDITIONAL CONSIDERATION) 3,500 SHARES OF BORROWER’S (AS DEFINED BELOW) SERIES A PREFERRED STOCK HAVING AN ORIGINAL ISSUE DATE OF February 17, 2026. FOR PURPOSES OF RULE 144 OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS PRE-paid purchase SHALL BE DEEMED TO HAVE BEEN ISSUED ON february 17, 2026.

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SECURED PRE-PAID PURCHASE #5

** **

September 15, 2026	U.S. $4,025,000.00

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** **

Exhibit 10.9

** **

THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.

** **

Exchange Agreement

This Exchange Agreement (this “Agreement”) is entered into as of September 15, 2026 by and between Algorhythm Holdings, Inc., a Delaware corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company (“Investor”).

A. Pursuant to that certain Securities Purchase Agreement dated August 21, 2025 between Company and Investor (the “Purchase Agreement”), Company issued to Investor that certain Secured Pre-Paid Purchase #4 in the original principal amount of $10,355,000.00 dated February 17, 2026 (“PPP #4”).

B. Subject to the terms of an Exchange Agreement dated June 29, 2026, Company and Investor exchanged $3,500,000.00 of the outstanding balance of PPP #4 for 3,500 shares of Company’s newly created Series A Preferred Stock (such 3,500 shares, the “Series A Shares”).

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