Browse EX-10 agreements

***EXECUTION VERSION ***

**SECURITIES PURCHASE AGREEMENT **

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 4, 2026, is by and among Cerenome, Inc., a Delaware corporation with offices located at 6420 Levit Green Boulevard, Suite 310, Houston, Texas 77021 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

**RECITALS **

A. Subject to the terms and conditions set forth in this Agreement, the Company and each Buyer desire to enter into this Agreement to purchase the Notes (as defined below) pursuant to an exemption from the registration requirements of Section 5 of the 1933 Act contained in Section 4(a)(2) thereof and/or Regulation D thereunder.

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**ROYALTY AGREEMENT **

**dated as of September 10, 2026 **

**by and among **

**CERENOME, INC., **

**CNSIDE DIAGNOSTICS, LLC, **

**as the Payor Parties **

**and **

**3i, LP, **

**as the Payee **

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***Execution Version ***

**SECURITY AND PLEDGE AGREEMENT **

SECURITY AND PLEDGE AGREEMENT, dated as of September 8, 2026 (this “Agreement”), made by Cerenome, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and each of the undersigned direct and indirect Subsidiaries (as defined below) of the Company from time to time, if any (each a “Grantor” and together with the Company, collectively, the “Grantors”), in favor of 3i, LP in its capacity as collateral agent (together with its successors and assignees, in such capacity, the “Collateral Agent”) for the Noteholders (as defined below) party to the Securities Purchase Agreement (as defined below).

**W I T N E S S E T H: **

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***SETTLEMENT AGREEMENT ***

This Settlement Agreement sets forth the terms and conditions of a settlement between and among the State of North Carolina, by and through the North Carolina Attorney General, and Bladen County, Brunswick County, Columbus County, Cumberland County, New Hanover County, Robeson County, Sampson County, Town of Wrightsville Beach, City of Lumberton, Village of Bald Head Island, and Lower Cape Fear Water and Sewer Authority, on the one hand; and EIDP, Inc., Corteva, Inc., DuPont de Nemours Inc., The Chemours Company, and The Chemours Company FC, LLC, on the other hand. 

WHEREAS, E. I. du Pont de Nemours and Company formerly owned and operated a chemical manufacturing facility located in Bladen County, North Carolina, commonly known as “Fayetteville Works,” and, in connection with its separation and spin-off of The Chemours Company, ownership and operation of Fayetteville Works were transferred to Chemours FC, which has owned and operated Fayetteville Works as an independent company since July 1, 2015;

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Exhibit 10.3a

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CALERES, INC.

RESTRICTED STOCK AWARD AGREEMENT - Director

INCENTIVE AND STOCK COMPENSATION PLAN OF 2026

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Caleres, Inc., a New York corporation (hereinafter referred to as the "Company"), grants to the participant (hereinafter referred to as the "Director") an award of Restricted Stock Units ("Award"), pursuant to the provisions of the Incentive and Stock Compensation Plan of 2026 (the “Plan”), and subject to the key terms set forth below and the attached General Terms and Conditions (as effective May 28, 2026), including restrictions applicable to the Restricted Units, all of which constitute part of this Agreement (the “Restricted Stock Unit Award”), as follows:

Participant:

Award Grant Date:** **

**Number of Restricted Stock Units: **Units subject to certain restrictions

**Vesting Date: [**100% of the Restricted Stock Units shall vest at 8:00 am CST on the date of the Company's next Annual Meeting of Shareholders.]

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Exhibit 10.3b

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CALERES, INC.

RESTRICTED STOCK AWARD AGREEMENT - Director

INCENTIVE AND STOCK COMPENSATION PLAN OF 2026

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Caleres, Inc., a New York corporation (the “Company”), grants to the participant identified below an award of Restricted Stock (referred to herein as “Restricted Stock” or “Restricted Shares”), which shall be shares of the Company’s Common Stock, $.01 par value (“Common Stock”), pursuant to the provisions of the Incentive and Stock Compensation Plan of 2026 (the “Plan”), and subject to the key terms set forth below and the attached General Terms and Conditions (as of May 28, 2026), including restrictions applicable to the Restricted Shares, all of which constitute part of this Agreement (the “Restricted Stock Award”), as follows:

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Participant:

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Award** Grant **Date:

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Number of Restricted** **Shares:

Shares of Caleres,Inc. CommonStock, subject to certainrestrictions

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Vesting** **Date:

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Exhibit 10.2

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RESTRICTED STOCK AWARD AGREEMENT - Employee

CALERES, INC.

INCENTIVE AND STOCK COMPENSATION PLAN OF 2026

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Caleres, Inc., a New York corporation (the “Company”), grants to the participant an award of Restricted Stock (referred to herein as “Restricted Stock” or “Restricted Shares”), which shall be shares of the Company’s Common Stock, $.01 par value (“Common Stock”), pursuant to the provisions of the Incentive and Stock Compensation Plan of 2026 (the “Plan”), and subject to the key terms set forth below and the attached General Terms and Conditions (dated as of May 28, 2026), including restrictions applicable to the Restricted Shares, all of which constitute part of this Restricted Stock Award Agreement (this “Agreemenet”).

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Your detailed award information can be found on the last page of this document.

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Your Restricted Stock Award is governed by the terms of the Plan which can be found in the document library of EquiTrax.

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ACCEPTANCE AND ACKNOWLEDGEMENT

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SEVERANCE AGREEMENT

This SEVERANCE AGREEMENT (the “Agreement”) is effective as of August 25, 2026 (“Effective Date”) by and between Daniel L. Karpel (“Employee”) and Caleres, Inc., a New York corporation (“Caleres” and, together with its subsidiaries, the “Company”).

WHEREAS, Caleres is engaged, directly and indirectly through its subsidiaries, in the sourcing and retail and wholesale sale of footwear in the United States and throughout the world;

WHEREAS, Employee is employed by Caleres or a wholly-owned subsidiary of Caleres in an executive capacity, possesses intimate knowledge of the business and affairs of the Company, and has acquired, and will continue to acquire, certain confidential, proprietary and trade secret information and data with respect to the Company;

WHEREAS, Caleres desires to insure, insofar as possible, that the Company will continue to have the benefit of Employee’s services and to protect the confidential information and goodwill of the Company; and

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EXECUTION VERSION

REAL ESTATE PURCHASE AND SALE AGREEMENT

THIS REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into this ____3rd___ day of September, 2026 (the “Effective Date”), by and between TRUSTMARK BANK, a Mississippi banking corporation (“Seller”), and the entities set forth in the column titled “Buyer” on Exhibit Eattached hereto, each a Delaware limited liability company (individually and/or collectively, as the context may require, “Buyer”).

W I T N E S S E T H:

WHEREAS, Seller is the fee simple owner of and is willing to sell thirty-four (34) separate premises of real property located in the Cities and State(s) listed on Exhibit Ehereto as more fully described in Exhibit Aattached hereto and by reference incorporated herein, and Buyer is willing to purchase such real property from Seller, upon the terms and conditions hereinafter set forth.

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Execution Version

LEASE AGREEMENT

By and Between

[●], a Delaware limited liability company

(Landlord)

and

Trustmark Bank,

a Mississippi banking corporation

(Tenant)

Exh. A

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TABLE OF CONTENTS

Page

1.	Basic Terms	1
2.	Definitions and Base Provisions	2
3.	Granting Clause	10
4.	Use	11
5.	Rent	14
6.	True Lease	15
7.	Net Lease	16
8.	Real Estate Taxes	17
9.	Personal Property Taxes	19
10.	Operating Expenses	19

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Execution Version

THIRD AMENDMENT

THIRD AMENDMENT, dated as of September 9, 2026 (this “Amendment”), among 1-800-Flowers.com, Inc. (the “Company”), the subsidiary borrowers party hereto (together with the Company, the “Borrowers”), the subsidiary guarantors party hereto (the “Guarantors”), the lenders party hereto, JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), and the other entities party hereto. All capitalized undefined terms used in this Amendment shall have the meanings assigned thereto in the Credit Agreement (as defined below).

WITNESSETH

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SETTLEMENT AGREEMENT This Settlement Agreement sets forth the terms and conditions of a settlement between and among the State of North Carolina, by and through the North Carolina Attorney General, and Bladen County, Brunswick County, Columbus County, Cumberland County, New Hanover County, Robeson County, Sampson County, Town of Wrightsville Beach, City of Lumberton, Village of Bald Head Island, and Lower Cape Fear Water and Sewer Authority, on the one hand; and EIDP, Inc., Corteva, Inc., DuPont de Nemours Inc., The Chemours Company, and The Chemours Company FC, LLC, on the other hand. WHEREAS, E. I. du Pont de Nemours and Company formerly owned and operated a chemical manufacturing facility located in Bladen County, North Carolina, commonly known as “Fayetteville Works,” and, in connection with its separation and spin-off of The Chemours Company, ownership and operation of Fayetteville Works were transferred to Chemours FC, which has owned and operated Fayetteville Works as an independent company since July 1, 2015; WHEREAS, the State has alleged that Environmental Releases from Fay

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