Browse EX-10 agreements

EXECUTION VERSION [[8499770]] US$4,250,000,000 AMENDED AND RESTATED 5 YEAR CREDIT AGREEMENT dated as of June 2, 2026 Among Marsh & McLennan Companies, Inc. Calm Treasury Holdings Limited, MMC Securities LLC, and the Designated Subsidiaries referred to herein as Borrowers, The Lenders Listed Herein and Citibank, N.A. as Administrative Agent Bank of America, N.A., Deutsche Bank Securities Inc. HSBC Bank USA, National Association JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association as Syndication Agents Barclays Bank PLC, Morgan Stanley MUFG Loan Partners, LLC, PNC Bank, National Association, The Toronto-Dominion Bank, New York Branch, The Bank of Nova Scotia, and Royal Bank of Canada as Documentation Agents Citibank, N.A., BofA Securities, Inc., Deutsche Bank Securities Inc. and HSBC Securities (USA) Inc. JPMorgan Chase Bank, N.A. and Wells Fargo Securities, LLC as Joint Lead Arrangers and Joint Bookrunners

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OUTFRONT MEDIA INC.

OMNIBUS STOCK INCENTIVE PLAN

(AS AMENDED AND RESTATED AS OF JUNE 3, 2026)

ARTICLE I

GENERAL

Section 1.1 Purpose.

The purpose of the OUTFRONT Media Inc. Omnibus Stock Incentive Plan (as amended and restated as of June 3, 2026) (the “Plan”) is to benefit and advance the interests of OUTFRONT Media Inc., a Maryland corporation (the “Company”), and its Subsidiaries (as defined below) by attracting, retaining and motivating Participants (as defined below) and to compensate Participants for their contributions to the financial success of the Company and its Subsidiaries.

Section 1.2 Definitions.

As used in the Plan, the following terms shall have the following meanings:

(a) “Administrator” shall mean the individual or individuals to whom the Committee delegates authority under the Plan in accordance with Section 1.3 hereof.

(b) “Affiliate” means a corporation or other entity controlled by, controlling or under common control with the Company.

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of June 1, 2026, between LightPath Technologies, Inc., a Delaware corporation (the “Company”), North Run Strategic Opportunities Fund I, LP (the “Selling Stockholder”), 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 effective registration statements under the Securities Act (as defined below), the Company and the Selling Stockholder desire to issue and sell, as applicable, to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company the Selling Stockholder, securities of the Company as more fully described in this Agreement.

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PLACEMENT AGENCY AGREEMENT

June 1, 2026

Craig-Hallum Capital Group LLC

323 N Washington Ave., Suite 300

Minneapolis, MN 55401

Ladies and Gentlemen:

Introduction. Subject to the terms and conditions herein (this “Agreement”), LightPath Technologies, Inc., a Delaware corporation (the “Company”), and North Run Strategic Opportunities Fund I, LP (together with its affiliates, the “Selling Stockholder”), hereby agree to sell up to an aggregate of $100.0 million of registered securities of the Company, including, but not limited to, 7,142,800 shares (the “Shares”) of the Company’s Class A common stock, $0.01 par value per share (the “Common Stock”), of which 3,571,400 Shares are being sold by the Company and 3,571,400 Shares are being sold by the Selling Stockholder, directly to various investors (each, an “Investor” and, collectively, the “Investors”) through Craig-Hallum Capital Group LLC (the “Placement Agent”) as placement agent. The documents executed and delivered by the Company, the Selling Stockholder and the Investors in connection with the Offering (as defined b

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AMENDMENT NO. 1 TO SERVICES AGREEMENT

This Amendment No. 1 to Services Agreement (this “Amendment”) is entered into as of May 29, 2026 (the “Effective Date”), by and between ReposiTrak, Inc. (the “Company”) and SPAR Group, Inc. (“Client”).

RECITALS

WHEREAS, the Company and Client previously entered into that certain Services Agreement dated as of March 13, 2026 (the “Services Agreement”);

WHEREAS, pursuant to the Services Agreement, the Company has provided services to Client with an aggregate contract value of Two Million Three Hundred Twenty-Five Thousand Dollars ($2,325,000) (the “Services Amount”);

WHEREAS, the parties desire to amend the Services Agreement to permit the Company, at the election of the Company, to accept payment of the Services Amount in cash, shares of common stock of Client, or a combination thereof;

WHEREAS, the Services Agreement and this Amendment were entered into in the ordinary course of business between the parties; and

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AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

between

BT DE INVESTMENTS INC.

and

CHARLOTTE’S WEB HOLDINGS, INC.

May 28, 2026

[Certain information indicated by [***] has been excluded from this Exhibit 10.3 because it is not material.]

1632919786.2

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TABLE OF CONTENTS

ARTICLE 1

DEFINITIONS AND INTERPRETATION

Section 1.1    Definitions.    1

Section 1.2    Gender and Number.    9

Section 1.3    Headings, etc.    9

Section 1.4    Currency.    9

Section 1.5    Certain Phrases, etc.    9

Section 1.6    Accounting Terms.    9

Section 1.7    Schedules.    9

Section 1.8    References to Persons and Agreements.    9

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AMENDMENT AND CONVERSION NOTICE

THIS AMENDMENT AND CONVERSION NOTICE (this “Agreement”) is dated as of May 28, 2026 between BT DE INVESTMENTS INC., a corporation existing under the Laws of the State of Delaware (the “Lender”), and CHARLOTTE’S WEB HOLDINGS, INC., a corporation incorporated under the Business Corporations Act (British Columbia) (the “Borrower”).

WHEREAS the Borrower issued a convertible debenture dated November 14, 2022, in the original principal amount of $75,341,080, to the Lender (the “Convertible Debenture”).

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LIMINATUS PHARMA, INC.

2251 Stern Goodman Street, Suite E Fullerton, California 92833

June 3, 2026

To the Holder of February 2026 Common Stock Purchase Warrants

Re: Inducement Offer to Exercise Existing February 2026 Common Stock Purchase Warrants

Dear Holder:

Liminatus Pharma, Inc., a Delaware corporation (the “Company”) is pleased to offer to you (the “Holder,” “you” or similar terminology) the opportunity to exercise the warrants to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), currently held by you and issued to you on February 18, 2026 (the “Existing Warrants”). The number of shares of Common Stock underlying the Existing Warrants (the “Warrant Shares”) that the Holder agrees to exercise on terms set forth herein and as set forth on the signature page hereto were registered pursuant to a registration statement on Form S-1 (File No. 333-293364) (the “Warrant Share Registration Statement”).

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Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”), dated as of May 30, 2026, is entered into by and between HIGHTIDE ENERGY, INC. D/B/A ACCELEVATE SOLUTIONS, a Delaware corporation (the “Company”) and BRAND ENGAGEMENT NETWORK, INC., a Delaware corporation (the “Investor”).

Recitals

WHEREAS, the Company has authorized the issuance by the Company of 243,309 shares (the “Shares”) of Common Stock, par value $0.001 per share (the “Common Stock”), with the rights, preferences, powers, restrictions, and limitations set forth in the certificate of incorporation of the Company (the “Charter”), and a warrant exercisable for 243,309 shares of Common Stock for one (1) year from date of issuance (the “Warrant”); and

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VOTING AGREEMENT

THIS VOTING AGREEMENT is made as of the [●] day of [●], 2026 (this "Agreement").

BETWEEN:

[NAME]

[an individual residing in [●]/a trust formed pursuant to the laws of [●]]

(hereinafter referred to as the "Principal Holder")

SPHERE 3D CORP.

a corporation amalgamated pursuant to the laws of the Province of Ontario

(hereinafter referred to as "Sphere")

WHEREAS Sphere has acquired all of the issued and outstanding shares of Cathedra Bitcoin Inc. ("Cathedra") in connection with an arrangement agreement dated March 5, 2026 (the "Arrangement Agreement"), pursuant to a plan of arrangement (the "Arrangement") under the Business Corporations Act (British Columbia) completed on the date hereof (the "Transaction");

AND WHEREAS the execution and delivery of this Agreement was a condition precedent to the obligation of Sphere to complete the Transaction;

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INDEMNITY AGREEMENT

THIS AGREEMENT is made as of the ⬤ day of ⬤, 20⬤.

BETWEEN:

SPHERE 3D CORP.,a corporation existing under the laws of the Province of Ontario (the "Corporation")

-and-

[⬤], an individual principally residing at ⬤ (the "Indemnified Party").

RECITALS:

A. The Indemnified Party is a duly elected or appointed director or officer of the Corporation;

B.  The Corporation considers it desirable and in the best interests of the Corporation to enter into this Agreement to set out the circumstances and manner in which the Indemnified Party may be indemnified in respect of certain liabilities, expenses and/or other exposures which the Indemnified Party may incur as a result of acting as a director or officer of the Corporation; and

C. The by-laws of the Corporation contemplate that the Indemnified Party be indemnified or receive advancement of expenses in certain circumstances.

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Certain schedules and exhibits to this Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of May 28, 2026, between HIGH WIRE NETWORKS, INC., a Nevada corporation (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to 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 the Purchaser, and the Purchaser desires to purchase from the Company, securities of the Company as more fully described in this Agreement

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