Browse EX-10 agreements

EXECUTION VERSION

**FIRST AMENDMENT **

TO THE

**SPONSOR SUPPORT AGREEMENT **

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This First Amendment (this “First Amendment”) to the Sponsor Support Agreement dated as of August 6, 2026 amends the Sponsor Support Agreement, dated as of June 17, 2026 (the “Original Agreement,” as amended pursuant to this First Amendment and as may be further amended, supplemented, modified and/or restated from time to time, the “Sponsor Support Agreement”), by and among (i) Silicon Valley Acquisition Corp., a Cayman Islands exempted company (“SVAQ”), (ii) Silicon Valley Acquisition Sponsor LLC, a Delaware limited liability company (“Sponsor”), and (iii) EigenQ, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Sponsor Support Agreement.

RECITALS:

WHEREAS, the Parties desire to amend the Original Agreement as set forth in this First Amendment.

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SOCIALIST REPUBLIC OF VIETNAM

Independence – Freedom – Happiness

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CAPITAL CONTRIBUTION PORTION TRANSFER AGREEMENT

(No. 01/2026/HÐCNVG)

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This CAPITAL CONTRIBUTION PORTION TRANSFER AGREEMENT (hereinafter referred to as the “Agreement”) is made on August 3rd, 2026 in Hanoi, Vietnam by and between the following Parties:

Transferor (Party A)

Organization Name: HEARTCORE ENTERPRISES, INC.

Enterprise Registration No./Establishment Decision No.: 5925021

Date of Issuance: May 18, 2021

Issuing Authority: Division of Corporations, Delaware Department of State

Registered Office Address: 1521 Concord Pike, Suite 201, Wilmington, Delaware 19803, United States of America

Represented by Mr. YAMAMOTO SUMITAKA

Date of birth:                         Nationality: Japan

Passport No.:                   , issued on:                     ,

Place of issue: Ministry of Foreign Affairs of Japan

Contact address:

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Transferee (Party B)

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THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Third Amended and Restated Employment Agreement, effective as of August 6, 2026 (the “Effective Date”), is entered into by and between Newmark Partners, L.P., together with its successors and assigns (collectively, the “Company”), and Barry M. Gosin (“Employee”), and with respect to Sections 3(b)(ii), 3(b)(iii), 4(c), 4(d), 5(d) and 5(e), and 7(d) only, Newmark Holdings, L.P. (the “Partnership”) (the “Agreement”).

WHEREAS, Employee is employed by the Company pursuant to the Second Amended and Restated Employment Agreement by and between Employee, the Partnership and the Company, dated August 7, 2024 (the “NPLP Prior Agreement”);

WHEREAS, the Company and Employee desire to enter into this Agreement, on the terms and conditions set forth below, to provide for the continued employment of Employee; and

WHEREAS, as of the Effective Date, this Agreement shall supersede and replace the NPLP Prior Agreement.

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Execution Version

Pursuant to Item 601(b)(10)(iv) of Regulation S-K, this exhibit omits certain information, identified by [*], that is not material and that the registrant treats as private or confidential.

AMENDED AND RESTATED MASTER LICENSE AGREEMENT

Dated August 7, 2026

Between

YRI CHINA FRANCHISING LLC

And

YUM RESTAURANTS CONSULTING (SHANGHAI) COMPANY LIMITED

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TABLE OF CONTENTS

Page

1.	DEFINED TERMS	2
2.	GRANT OF LICENSE AND UNDERTAKING TO DEVELOP	9
3.	FEES, PAYMENTS AND REQUIRED EXPENDITURES	11
4.	OWNERSHIP, USE, PROTECTION AND SUBSTITUTION OF IP	14
5.	QUALITY ASSURANCE AND BRAND STANDARDS	20
6.	SUBLICENSES	22
7.	LEGAL COMPLIANCE	24

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Execution Version

GUARANTY

Yum China Holdings, Inc., a Delaware corporation (“Guarantor”),hereby executes this Guaranty (this “Guaranty”) as of August 7, 2026, which shall be deemed a part of the Amended and Restated Master License Agreement (including, for the avoidance of doubt, the Exhibits thereto, the “Agreement”) between YRI China Franchising LLC, a Delaware limited liability company, as successor in interest to Yum! Restaurants Asia Pte. Ltd., a private limited company organized and existing under the laws of Singapore (“Licensor”), and Yum Restaurants Consulting (Shanghai) Company Limited, a company organized under the laws of the People’s Republic of China (“YCCL”), for purposes of making the following guaranty in favor, and for the benefit, of Licensor.

Capitalized terms used herein without definition shall have the meaning ascribed thereto in the Agreement.

A. Guaranty

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Exhibit 10.1

Execution Version

Pursuant to Item 601(b)(10)(iv) of Regulation S-K, this exhibit omits certain information, identified by [*], that is not material
and that the registrant treats as private or confidential.

AMENDED AND RESTATED MASTER LICENSE AGREEMENT

Dated August 7, 2026

Between

YRI CHINA FRANCHISING LLC

And

YUM RESTAURANTS CONSULTING (SHANGHAI) COMPANY LIMITED

TABLE OF CONTENTS

Page

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Exhibit 10.2

Execution Version

GUARANTY

Yum China Holdings, Inc., a Delaware corporation (“Guarantor”), hereby executes this Guaranty (this “Guaranty”) as of August 7, 2026, which shall be deemed a part of the Amended and Restated Master License Agreement (including, for the avoidance of doubt, the Exhibits thereto, the “Agreement”) between YRI China Franchising LLC, a Delaware limited liability company, as successor in interest to Yum! Restaurants Asia Pte. Ltd., a private limited company organized and existing under the laws of Singapore (“Licensor”), and Yum Restaurants Consulting (Shanghai) Company Limited, a company organized under the laws of the People’s Republic of China (“YCCL”), for purposes of making the following guaranty in favor, and for the benefit, of Licensor.

Capitalized terms used herein without definition shall have the meaning ascribed thereto in the Agreement.

A.            Guaranty

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VOTING and support AGREEMENT

This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of August 6, 2026, by and between BEAZER HOMES USA, INC., a Delaware corporation (the “Company”), and DREAM FINDERS HOMES, INC., a Texas corporation (the “Stockholder”). The Company and the Stockholder are each sometimes referred to herein as a “Party” and collectively as the “Parties”.

RECITALS

WHEREAS, concurrently with the execution of this Agreement, the Stockholder, Bulldogs Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of the Stockholder (“Merger Sub”), and the Company are entering into an Agreement and Plan of Merger (as the same may be amended from time to time, the “Merger Agreement”), pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”), with the Company being the surviving corporation;

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Dorchester Minerals Operating LP

Executive Severance Plan

ARTICLE I
PURPOSE

This Executive Severance Plan has been established by the Company on August 6, 2026 (the "Effective Date") to provide Participants with the opportunity to receive severance benefits in the event of certain terminations of employment. The purpose of the Plan is to attract and retain qualified executives. The Plan is intended to be a top hat welfare benefit plan under ERISA.

Capitalized terms used but not otherwise defined herein have the meanings set forth in ‎ARTICLE II.

ARTICLE II
DEFINITIONS

"Accountants" has the meaning set forth in Section 8.03.

"ACA" means the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010, and implementing regulations and related guidance issued thereunder.

"Administrator" means the Compensation Committee.

"Applicable CIC Severance Multiplier" means two and one-half (2½).

"Applicable Severance Multiplier" means one and one-half (1½).

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Execution Version

AMENDMENT NO. 3 TO NOTE PURCHASE AGREEMENT

August 6, 2026

This Amendment No. 3 to Note Purchase Agreement (this “Amendment”), dated as of the date first set forth above, is entered into by and among Verastem, Inc., a Delaware corporation (“Issuer”), the Persons listed on the signature pages hereof under the heading “PURCHASERS” (each a “Purchaser” and, collectively, the “Purchasers”), and RGCM SA LLC, a Delaware limited liability company (“Purchaser Agent”).

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FORM OF LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [●], 2026 by and among Blackstar Orbital Holdings, Inc., a Delaware corporation (“Parent”) (formerly known as Pono Capital Four, Inc.), Mehana Ventures LLC, a Delaware limited liability company (the “Sponsor”), certain former shareholders, officers and directors of Blackstar Orbital Technology Corporation, a private company incorporated in Delaware (“Company”), identified on the signature page and as set forth on Schedule I hereto (such shareholders, the “Company Holders”) and other persons and entities (collectively with the Sponsor, the Company Holders and any person or entity who hereafter becomes a party to this Agreement, the “Holders” and each, a “Holder”).

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FORM OF PARENT SUPPORT AGREEMENT

This PARENT SUPPORT AGREEMENT (this “Agreement”) is dated as of August 5, 2026 by and among Mehana Ventures LLC, a Delaware limited liability company (the “Sponsor”), Pono Capital Four, Inc., a Cayman Islands exempted company, (“Parent”), and Blackstar Orbital Technology Corporation, a private corporation incorporated in Delaware (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

RECITALS

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