TAX RECEIVABLE AGREEMENT

between

JERSEY MIKE’S SUBS INC.

and

THE PERSONS NAMED HEREIN

Dated as of [_____], 2026

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TABLE OF CONTENTS

			Page
ARTICLE I DEFINITIONS			2
SECTION 1.1	Definitions		2

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STOCKHOLDERS AGREEMENT

DATED AS OF [], 2026

BETWEEN

JERSEY MIKE’S SUBS INC.

AND

THE OTHER PARTIES HERETO

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TABLE OF CONTENTS

Page

ARTICLE I. INTRODUCTORY MATTERS		1
1.1	Defined Terms	1
1.2	Construction	5
ARTICLE II. CORPORATE GOVERNANCE MATTERS		5
2.1	Election of Directors	5
2.2	Compensation	7

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EXCHANGE AGREEMENT

EXCHANGE AGREEMENT (this “Agreement”), dated as of July [_____], 2026, among Jersey Mike’s Subs Inc., a Delaware corporation, Jersey Mike’s HoldCo, LLC, a Delaware limited liability company, and the holders, other than the Corporation (as defined herein), of Common Units (as defined herein) from time to time party hereto.

WHEREAS, the parties hereto desire to provide for the exchange of Common Units for shares of Class A Common Stock (as defined herein), on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

SECTION 1.1. Definitions

The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.

“Agreement” has the meaning set forth in the preamble of this Agreement.

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (as amended from time to time, this “Agreement”) is dated as of July [_____], 2026 and is between Jersey Mike’s Subs Inc., a Delaware corporation (the “Company”), the Blackstone Stockholders (as defined below) and the Founder Stockholders (as defined below).

W I T N E S S E T H

WHEREAS, the Company is effecting an IPO (as defined below) of its shares (as defined below);

WHEREAS, the Company desires to grant registration rights to the Blackstone Stockholders and the Founder Stockholders on the terms and conditions set out in this Agreement.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the Company, the Blackstone Stockholders and the Founder Stockholders agree as follows:

ARTICLE i

Definitions

In this Agreement:

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NOTE PURCHASE AGREEMENT

This Note Purchase Agreement (this “Agreement”) is dated as of June 30, 2026 between Alternus Clean Energy, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Investor”).

**WHEREAS, **the Investor wishes to purchase from the Company, and the Company wishes to issue and sell to the Investor, an OID Promissory Note in the form of Appendix A attached hereto (the “Note”) and 750 shares of Series F Convertible Preferred Stock in the form of Appendix B attached hereto, in an aggregate principal amount (before giving effect to any OID) of $1,000,000 (the “Offering”);

WHEREAS, the Company and Investor are executing and delivering this Agreement in reliance upon an exemption from securities registration requirements of the Securities Act of 1933, as amended, afforded by the provisions of Section 4(a)(2) and/or Rule 506(b) of Regulation D promulgated thereunder by the U.S. Securities and Exchange Commission;

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Exhibit 10.3

$400,000,000

TERM LOAN AGREEMENT

among

TXNM ENERGY, INC.,
as Borrower,

THE LENDERS IDENTIFIED HEREIN,

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent

DATED AS OF JULY 17, 2026

WELLS FARGO SECURITIES, LLC,
as Sole Lead Arranger and Bookrunner

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TABLE OF CONTENTS

SECTION 1							DEFINITIONS AND ACCOUNTING TERMS	5
1.1							Definitions	5
1.2							Computation of Time Periods and Other Definitional Provisions	28

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WAIVER

This WAIVER, dated as of July 17, 2026 (this “Waiver”), is by and among Troy ParentCo LLC, a Delaware limited liability company (“Parent”), Troy Merger Sub Inc., a New Mexico corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and TXNM Energy, Inc., a New Mexico corporation (the “Company” and, together with Parent and Merger Sub, the “Parties” and each, a “Party”). Any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Merger Agreement (as defined below).

WHEREAS, the Company, Parent and Merger Sub entered into that certain Agreement and Plan of Merger, dated as of May 18, 2025 (the “Merger Agreement”), providing for, among other things, the merger of Merger Sub with and into the Company, with the Company surviving as a direct wholly owned subsidiary of Parent (the “Merger”);

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Troy ParentCo LLC

Troy TopCo LP

c/o Blackstone Infrastructure Partners L.P.

345 Park Avenue

New York, NY 10154

July 17, 2026

TXNM Energy, Inc.

414 Silver Avenue SW

Albuquerque, New Mexico 87102

Attention: General Counsel

Re: Consent and Use of Proceeds

Ladies and Gentlemen:

Reference is made to (a) that certain Agreement and Plan of Merger, dated as of May 18, 2025 (the “Merger Agreement”), by and among Troy ParentCo LLC, a Delaware limited liability company (“Parent”), Troy Merger Sub Inc., a New Mexico corporation (“Merger Sub”), and TXNM Energy, Inc., a New Mexico corporation (“TXNM”), (b) that certain Stock Purchase Agreement, dated as of May 18, 2025 (the “SPA”), by and between TXNM and Troy TopCo LP, a Delaware limited partnership (“TopCo”), (c) the Waiver, dated the date hereof, executed by Parent, Merger Sub and TXNM (the “Waiver”), and (d) the Letter, dated the date hereof, from Parent to TXNM consenting to certain updates to the Company Disclosure Schedule (the “Consent Letter”). The undersigned hereby enter into this letter agreement (this “Letter Agreement”) t

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SEPARATION AND GENERAL RELEASE AGREEMENT

The following Separation Agreement and General Release (“Agreement” or “Release Agreement”) between Paul A. Pinkston (“I” or “Employee”), and PEDEVCO Corp. (“PEDEVCO” or the “Company”) is entered into with the following terms:

I agree and acknowledge that effective as of 5:00 PM (Central) on June 23, 2026 (the “Separation Date”), my employment with the Company and Insperity PEO Services, L.P. (“Insperity”) shall be considered mutually terminated by me and the Company. This Release Agreement is given in consideration of the Severance Benefits described below. I understand the Severance Benefits are additional benefits for which I am not eligible unless I elect to sign this Agreement. I agree that this Agreement is not given in return for the payment of any wages undisputedly due or owing. I also understand and agree that I will not be entitled to such consideration if I accept an offer with PEDEVCO or with an affiliated or related Company or a successor to PEDEVCO or any of its affiliated or related Companies prior to the pa

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SOBR SAFE, INC.

July 15, 2026

Holder of Common Stock Purchase Warrants

Re:	Inducement Offer to Exercise Common Stock Purchase Warrants

Dear Holder:

SOBR Safe, Inc. (the “Company”) is pleased to offer to you (“Holder”, “you” or similar terminology) (i) the opportunity to receive new warrants to purchase shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”) and (ii) a reduction in the Exercise Price (as defined in the respective Existing Warrants) of the warrants set forth on Exhibit A hereto (the “Existing Warrants”) held by you in consideration for exercising by you for cash all of the Existing Warrants, as set forth on the signature page hereto. The resale of the shares of Common Stock underlying the Existing Warrants (the “Existing Warrant Shares”) has been registered pursuant to the registration statement on Form S-1 (File No. 333-292709) (the “Registration Statement”). The

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EXHIBIT 10.4

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.

PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT

SOBR SAFE, INC.

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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.

SERIES F COMMON STOCK PURCHASE WARRANT

** SOBR SAFE, INC.**

Warrant Shares: _______	Initial Exercise Date: July 16, 2026

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