Browse EX-10 agreements

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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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FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT

WHEREAS, Sphere 3D Corp., an Ontario corporation (the "Employer"), and Kurt Kalbfleisch (the "Executive") entered into a Third Amended and Restated Employment Agreement dated November 11, 2025 (the "November 2025 Employment Agreement").

AND WHEREAS, the Employer entered into Amendment No. 1 to the November 2025 Employment Agreement dated as of March 5, 2026 (the "March 2026 Amendment," and together with the November 2025 Employment Agreement, the "Prior Employment Agreement").

AND WHEREAS, the Employer has agreed to acquire Cathedra Bitcoin Inc., a British Columbia corporation ("Cathedra"), pursuant to the terms of that certain Arrangement Agreement, dated March 5, 2026, by and among the Employer, Cathedra, and the other parties thereto (the "Arrangement Agreement");

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EMPLOYMENT AGREEMENT

This Employment Agreement (the "Agreement") is made by and among Sphere 3D Mining Corp., a Delaware corporation ("Employer"), Sphere 3D Corp., an Ontario corporation ("Pubco" and together with Employer, "Sphere") and Joel Block (the "Executive") to become effective if and immediately following the closing of the transactions contemplated by the Arrangement Agreement (defined below) (the "Effective Date").

WHEREAS, Pubco has agreed to acquire Cathedra Bitcoin Inc., a British Columbia corporation ("Cathedra") pursuant to the terms of that certain Arrangement Agreement, dated March 5, 2026, by and among Pubco, Cathedra and the other parties thereto (the "Arrangement Agreement");

WHEREAS, pursuant to the terms of the Arrangement Agreement, it is contemplated that Joel Block shall become the Chief Executive Officer of Sphere on the Effective Date immediately following the consummation of the transactions contemplated by the Arrangement Agreement; and

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Stoneridge, Inc. ▼ 39675 MacKenzie, Suite 400 ▼ Novi, MI 48377 ▼ 248-489-9300 ▼ 248-489-3970

May 14, 2026

Scott R. Humphrey

VIA email to scottrhumphrey@gmail.com

Dear Scott,

I am pleased to provide you with this offer to join Stoneridge, Inc. as Chief Financial Officer and Treasurer. The attachment to this letter outlines the compensation and benefits for this position. In this role, you will report directly to me, and your home office will be at the Novi, Michigan site. Your role as Chief Financial Officer and Treasurer will be classified as an Officer under Section 16 of the Securities Exchange Act of 1934, which comes with certain rights and responsibilities.

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E****xhibit 10.1

American Battery Technology Company

SPecial Performance-Based Restricted stock Unit

Award agreement

Non-transferable

G R A N T T O

Ryan Melsert

(“Grantee”)

by American Battery Technology Company (the “Company”) in the form of 2,200,000 Restricted Stock Units (the “Units”) representing the right to earn, on a one-for-one basis, shares of the Company’s $0.01 par value common stock (“Shares”), pursuant to and subject to the provisions of the American Battery Metals Corporation 2021 Equity Incentive Plan (the “Plan”), and to the terms and conditions set forth on the following pages of this award agreement (this “Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.

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SECOND AMENDED AND RESTATED CREDIT AGREEMENT

among

TTM TECHNOLOGIES, INC.

as Parent Borrower,

The Foreign Subsidiary Borrowers Parties Hereto,

The Designated Borrowers from Time to Time Parties Hereto,

The Several Lenders from Time to Time Parties Hereto,

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent,

Dated as of June 1, 2026,

JPMORGAN CHASE BANK, N.A.,

BOFA SECURITIES, INC.,

CITIBANK, N.A.,

HSBC SECURITIES (USA) INC.,

PNC CAPITAL MARKETS LLC AND

TRUIST SECURITIES, INC.,

as Joint Lead Arrangers and Joint Bookrunners with respect to the Term B Facility and Tranche A Revolving Facility

JPMORGAN CHASE BANK, N.A., acting through its Hong Kong Branch,

BANK OF AMERICA, NATIONAL ASSOCIATION, HONG KONG BRANCH AND

CITIBANK, N.A., HONG KONG BRANCH

as Joint Lead Arrangers and Joint Bookrunners with respect to the Tranche B Revolving Facility

BARCLAYS BANK PLC AND

BANK OF CHINA, LOS ANGELES BRANCH

as Documentation Agents

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TABLE OF CONTENTS

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THIRD AMENDMENT AND LIMITED WAIVER TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

This THIRD AMENDMENT AND LIMITED WAIVER TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 2nd day of June, 2026, by and among KATAPULT SPV-1 LLC, a Delaware limited liability company (“Borrower”), KATAPULT GROUP, INC, a Delaware corporation (“Holdings”), KATAPULT HOLDINGS, INC., a Delaware corporation (“Parent Entity” and Borrower, Holdings and Parent Entity together, collectively, the “Credit Parties”), each of the lenders party to the Loan Agreement (defined below) (individually, each a “Lender” and collectively, the “Lenders”) and MIDTOWN MADISON MANAGEMENT LLC, a Delaware limited liability company, as administrative, payment and collateral agent for itself, as a Lender, and for the other Lenders (in such capacities, “Agent”).

Recitals

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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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SECOND AMENDED AND RESTATED

PAR TECHNOLOGY CORPORATION

2015 EQUITY INCENTIVE PLAN

1.Purpose and Eligibility. The purpose of this Second Amended and Restated 2015 Equity Incentive Plan (the “Plan”) of PAR Technology Corporation, a Delaware corporation (the “Company”), is to provide stock options, stock issuances and other equity interests in the Company (each, an “Award”) to employees, officers, directors, consultants and advisors of the Company and its Subsidiaries. Any person to whom an Award has been granted under the Plan is called a “Participant”. Except where the context otherwise requires, the term “Company” shall include any of the Company’s present or future Subsidiary. Additional definitions are contained in Section 10.

2.Administration.

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EQUITY PLAN AMENDMENT

AMENDMENT OF THE

NEXTDECADE CORPORATION

2017 OMNIBUS INCENTIVE PLAN

This Amendment (“Amendment”) of the 2017 Omnibus Incentive Plan, as amended from time to time (the “Plan”) of NextDecade Corporation, a Delaware corporation (the “Company”), is adopted by the Company on April 13, 2026, subject to approval by the Company’s stockholders (the “Stockholders”).

WHEREAS, the Company maintains the Plan;

WHEREAS, under Section 16.2 of the Plan, the Company’s Board of Directors (the “Board”) may amend the Plan at any time, contingent on approval of the Stockholders, to the extent the Board deems necessary.

WHEREAS, upon the recommendation of the Compensation Committee of the Board of Directors, the Board has determined that it is in the best interests of the Company to increase the authorized number of shares available for issuance under the Plan.

NOW, THEREFORE, the Plan is hereby amended as follows, subject to approval of the Stockholders:

1.Section 4.1 of the Plan is deleted in its entirety and replaced with the following:

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Stardust Power Inc.

Amended and Restated 2024 Equity Incentive Plan

1. Purpose of this Plan. The purpose of this Plan is to advance the interests of the Company’s shareholders by enhancing the ability of the Company Group to attract, retain, and motivate persons who make (or are expected to make) important contributions to the Company Group by providing such persons with incentive compensation and equity ownership opportunities and thereby better aligning the interests of such persons with those of the Company’s shareholders. This Plan permits the grant of Incentive Stock Options, Nonstatutory Share Options, Share Appreciation Rights, Restricted Shares, Restricted Share Units, Other Share or Cash Based Awards, and Dividend Equivalents.

2. Definitions. As used herein, the following definitions will apply:

a. “Administrator” means the Board or any of its Committees as will be administering this Plan, in accordance with Section 4.

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SEPARATION AND GENERAL RELEASE AGREEMENT

This SEPARATION AND GENERAL RELEASE AGREEMENT (this “Agreement”) is entered into by and between Comscore, Inc., a Delaware corporation (the “Company”), and Jonathan Carpenter (“Executive”). The Company and Executive are each referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, Executive and the Company are parties to that certain Severance Agreement effective as of November 29, 2021, as amended by that First Amendment to the Severance Agreement effective as of July 6, 2022 (the “Severance Agreement”);

WHEREAS, Executive’s employment with the Company will end no later than October 1, 2026 (the date that Executive’s employment with the Company ends, the “Separation Date”);

WHEREAS, Executive has notified the Company of his resignation from the Board of Directors of the Company (the “Board”) effective upon the Parties’ execution of this Agreement;

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