Browse EX-10 agreements

MASTER FRANCHISE AND OPERATION AGREEMENT

between

JERSEY MIKE’S FRANCHISE SYSTEMS, LLC

and

JM SUBMARINES UK LTD

for

THE UNITED KINGDOM AND THE REPUBLIC OF IRELAND

Effective Date: December 31, 2025

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH : (I) NOT MATERIAL, AND (II) IS THE TYPE OF INFORMATION THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL.

 

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TABLE OF CONTENTS

 

 

 

 

Page

 

 

 

 

Preambles, Definitions and Organization of Master Franchisee

1

 

 

 

 

 

1.A.

Preambles

1

 

1.B.

Definitions and References

2

 

1.C.

Organization of Master Franchisee

2

 

1.D.

Brand Manager

2

 

1.E.

Other Management Personnel

2

 

 

 

 

Master Franchise and Operating and Territorial Rights and Obligations

2

 

 

 

 

 

2.A.

Grant of Rights

2

 

2.B.

Granted and Reserved Rights at Non-Traditional Venues

3

 

2.C.

Territorial Rights of Master Franchisee

3

 

2.D.

Reservation of Rights

3

 

2.E.

Potential Development of Jersey Mike’s Restaurants Outside Territory

4

…

Exhibit 10.11

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”), dated November 10, 2025, is by and between Jersey Mike’s Franchise Systems, LLC (the “Company”) and Michele Allen (“Executive”).

RECITALS:

WHEREAS, the Company desires to employ Executive, with Executive serving as Chief Financial Officer of the Company, and to enter into this Agreement, which will embody the terms of Executive’s employment; and

WHEREAS, Executive desires to accept such employment to commence on December 2, 2025 (the “Effective Date”).

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:

…

Exhibit 10.12

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”), dated July 11, 2025 is by and between Jersey Mike’s Franchise Systems, LLC (the “Company”) and Stacy Peterson (“Executive”).

RECITALS:

WHEREAS, the Company desires to employ Executive, with Executive serving as President and Chief Operating Officer of the Company, and to enter into this Agreement, which will embody the terms of Executive’s employment; and

WHEREAS, Executive desires to accept such employment to commence on September 2, 2025 (the “Effective Date”).

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, agree as follows:

…

Exhibit 10.7

 

 

ADMINISTRATIVE SERVICES AGREEMENT

This ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”) is dated as of January 16, 2025 and is between Jersey Mike’s HoldCo, LLC, a Delaware limited liability company (together with its successors, “HoldCo”), Jersey Mike’s Franchise Systems, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Holdco (together with its successor, the “Company”), Blackstone Management Partners L.L.C., a Delaware limited liability company (“Manager 1”), and Blackstone Private Investments Advisors L.L.C., a Delaware limited liability company (“Manager 2” and, together with Manager 1, the “Managers”), each affiliated with Blackstone Inc. (“Blackstone”).

In consideration of the premises and agreements contained herein and of other good and valuable consideration, the sufficiency of which are hereby acknowledged, the parties agree as follows:

AGREEMENT

SECTION 1. Portfolio Operations Support.

…

Three Lions Acquisition Corp.

888 Prospect Street

La Jolla, CA 92037

March 23, 2026

Three Lions Sponsor, LLC

888 Prospect Street

La Jolla, CA 92037

RE: Subscription Agreement for Founder Shares

Ladies and Gentlemen:

We are pleased to accept the offer Three Lions Sponsor, LLC (the “Subscriber” or “you”) has made to purchase 2,875,000 ordinary shares (“Founder Shares”) of $0.0001 par value each in Three Lions Acquisition Corp., a Cayman Islands exempted company (the “Company”). Up to 375,000 of the Founder Shares are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. The terms on which the Company is willing to sell the Founder Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Founder Shares, are as follows

…

EARLYBIRDCAPITAL, INC.

SUBSCRIPTION AGREEMENT

March 23 , 2026

Three Lions Acquisition Corp.

888 Prospect Street

La Jolla, CA 92037

Dear Sirs:

The undersigned and/or its designees hereby offer to purchase and subscribe for an aggregate of 200,000 ordinary shares (“Shares”), par value $0.0001 per share, of Three Lions Acquisition Corp. (the “Company”) for an aggregate purchase price, and total consideration, of $1,739.13 (or $0.00869565 per share). The Company agrees to issue the Shares in the name and the amount of each of the designees of the undersigned, pursuant to Schedule A attached hereto.

…

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 23, by and between URBAN-GRO, INC., a Delaware corporation, with headquarters located at 1751 Panorama Point, Unit G, Lafayette, Colorado, 80026 (the “Company”), and AGILE HUDSON PARTNERS LLC, a Delaware limited liability company, with its address at 641 Lexington Avenue, 17th Floor, New York, NY 10022 (the “Buyer”).

 

WHEREAS:

 

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act;

…

CONSULTING AGREEMENT

 

This consulting agreement (“Agreement”) is entered into as of November 20, 2025 (the “Effective Date”) between Hudson Global Ventures, LLC, a Nevada limited liability company (“Consultant”) and Urban-GRO, Inc., a Delaware corporation (“COMPANY”) (collectively, the “Parties”).

 

RECITAL

 

A. WHEREAS, COMPANY deems it to be in its best interest to retain Consultant to render to the COMPANY such services as may be needed; and

 

B. WHEREAS, the Parties agree, after having a complete understanding of the services desired and the services to be provided, that the COMPANY desires to retain Consultant to provide such assistance through its services for the COMPANY, and Consultant is willing to provide such services to the COMPANY; and

 

NOW, THEREFORE, in consideration of the mutual promises, conditions, and covenants herein contained, the Parties hereby agree as follows:

 

1. Duties and Consultant’s Fee.

…

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal Amount: Up to $1,395,000.00

Issue Date: March 23, 2026

Purchase Price: Up to $1,260,000.00

 

PROMISSORY NOTE

…

NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT. 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.

 

COMMON STOCK PURCHASE WARRANT

 

URBAN-GRO, INC.

 

Warrant Shares: 186,000

Date of Issuance: March 23, 2026 (“Issuance Date”)

…

​

Exhibit 10.57

CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [*] INDICATES THAT INFORMATION HAS BEEN REDACTED.

EXYN TECHNOLOGIES, INC.

CONFIDENTIAL SIDE LETTER AGREEMENT

Dated as of May 18, 2026

Evergreen Capital Management, LLC

Attention: Jeff Pazdro, Manager

[Address on file]

Re: Confidential Side Letter to the Second Amendment to Note and Warrant Purchase Agreement, dated as of May 8, 2026, between Exyn Technologies, Inc. and Evergreen Capital Management, LLC

Ladies and Gentlemen:

…

REGISTRATION RIGHTS AGREEMENT

 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among SeeQC, Inc., a Delaware corporation (the “Company”), and each of the undersigned holders listed on the signature pages hereto under the heading “Holders” (such persons, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, each a “Holder” and, collectively, “Holders”). Capitalized terms used and not otherwise defined herein shall have the same meanings set forth in the Merger Agreement (as defined below).

 

RECITALS

…