Browse EX-10 agreements

** **

**INVESTMENT MANAGEMENT TRUST AGREEMENT **

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [__], 2026 by and between Southport Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-298104) (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;

…

PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [__], 2026, by and between Southport Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Subscriber”).

WHEREAS, the Company intends to consummate an initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit consisting of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”), of the Company, and one-half of one redeemable warrant (a “Public Warrant”) to be governed by the Warrant Agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”). Each whole Warrant entitles the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per Class A Ordinary Share;

…

PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [__], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Southport Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Southport Acquisition Sponsor II LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A Ordinary Share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and one-half of one redeemable warrant (a “Warrant”) to purchase Ordinary Share (a “Warrant Share”) to be governed by the Warrant Agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”). Each whole Warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share. The Purchaser has agreed to

…

[__], 2026

Southport Acquisition Corp. II

8 Bolling Place

Greenwich, CT 06830

Re:	Initial Public Offering

Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Southport Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative (the “Representative” or “CCM”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each unit comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-half of one redeemable warrant (each whole w

…

**  **

**LEXARIA BIOSCIENCE CORP.  **

September [ ], 2026

Holder of Warrants Issued in February 2024, October 2024, September 2025 and December 2025

Re:	*Inducement Offer to Exercise Warrants Issued in February 2024, October 2024, * September 2025 and December 2025

Dear Holder:

** **

…

Execution Version

Published CUSIP Number:    53263WAA8

Revolving Credit CUSIP Number:    53263WAB6

Term Loan CUSIP Number:    53263WAC4

Delayed Draw Term Loan CUSIP Number     53263WAD2

$200,000,000 REVOLVING CREDIT FACILITY
$50,000,000 TERM LOAN FACILITY

$50,000,000 DELAYED DRAW TERM LOAN FACILITY

CREDIT AGREEMENT

by and among

LIMBACH FACILITY SERVICES LLC,

as Borrower,

LIMBACH HOLDINGS, INC.,

as Parent,

LIMBACH HOLDINGS LLC,

as Holdings,

THE OTHER GUARANTORS PARTY HERETO

and

THE LENDERS PARTY HERETO

and

PNC BANK, NATIONAL ASSOCIATION,
as Administrative Agent, Swingline Loan Lender and Issuing Lender

PNC CAPITAL MARKETS LLC,

FLAGSTAR BANK, NATIONAL ASSOCIATION

and

BMO BANK NATIONAL ASSOCIATION,

as Joint Lead Arrangers and Joint Bookrunners

and

FIRST NATIONAL BANK OF PENNSYLVANIA,

as Documentation Agent

Dated as of September 9, 2026

---

TABLE OF CONTENTS

Page

…

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of the 4th day of September 2026, by and among Chilean Cobalt Corp., a Nevada corporation (the “Company”), [counter-party investor], [counter-party nationality, if an entity] [type of entity] having an office at [counter-party address, city, state, zip code] (“Buyer”, and together with the Company, each a “Party” and collectively the “Parties”).

RECITALS

WHEREAS, the Company desires to issue and sell to the Buyer, and the Buyer desires to purchase from the Company, upon the terms and conditions stated in this Agreement, shares of the Company’s Common Stock, as defined below, as more fully described in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants of the Parties hereinafter expressed and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto, each intending to be legally bound, agree as follows:

ARTICLE I
RECITALS, SCHEDULES

…

ASSIGNMENT, ASSUMPTION AND TERMINATION AGREEMENT

This ASSIGNMENT, ASSUMPTION AND TERMINATION AGREEMENT (this "Agreement"), dated as of September 9, 2026 is made and entered into by and among MediaAlpha, Inc., a Delaware corporation (the "Purchaser"), and each of Parallaxes Mars, LLC, a Delaware limited liability company, Parallaxes Mars II, LLC, a Delaware limited liability company, and Parallaxes Mars III, LLC, a Delaware limited liability company (each, a "Seller" and collectively, the "Sellers"). Capitalized terms that are used but not defined in this Agreement have the meanings specified in that certain Tax Receivable Agreement, dated as of October 27, 2020 (as amended, the "TRA"), by and among the Purchaser, QL Holdings LLC, the Sellers and certain other parties thereto, as amended by First Amendment to Tax Receivables Agreement, dated as of October 1, 2023, by and among the Purchaser, White Mountains Insurance Group, LTD, Tony Broglio and Tigran Sinanyan.

W I T N E S S E T H:

…

**GENUINE PARTS COMPANY **

2999 WILDWOOD PARKWAY SE

ATLANTA GA 30339

August 28, 2026

Court Carruthers

Email: *****

Dear Court,

It is with pleasure that, on behalf of Genuine Parts Company (GPC), I extend an offer of employment to you for the position of Chief Executive Officer-Elect (CEO-Elect) of GPC’s Automotive business (Automotive). We anticipate that your starting date of employment will be September 8, 2026 (Effective Date).

As you know, GPC is expected to conduct a spin-off of its Industrial business (Industrial) during the first quarter of 2027 (the actual spin-off date, if applicable, the Separation Date). At the Separation Date, you will be appointed the Chief Executive Officer of Automotive (Automotive CEO), reporting to the Board of Directors for Automotive (Automotive Board). Your employment with GPC (and ultimately the Automotive business) shall be subject to the terms and conditions of this letter.

***CEO-Elect Compensation ***

…

---

Exhibit 10.1

EXECUTION VERSION

THIRD AMENDMENT TO THE

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF

CENTERSPACE, LP, A NORTH DAKOTA LIMITED PARTNERSHIP

September 8, 2026

Pursuant to Article XI of the Amended and Restated Agreement of Limited Partnership of Centerspace, LP (f.k.a., IRET Properties), a North Dakota limited partnership (the “Partnership”), as amended by the First Amendment to the Amended and Restated Agreement of Limited Partnership, and the Second Amendment to the Amended and Restated Agreement of Limited Partnership, (the “Partnership Agreement”), Centerspace, Inc., a North Dakota corporation (f.k.a., IRET, Inc.), in its capacity as the General Partner of the Partnership, hereby amends the Partnership Agreement as follows (capitalized terms used but not defined in this amendment (this “Amendment”) have the respective meanings given to such terms in the Partnership Agreement):

…

** **

** **

ELECTROCORE, INC.

200 Forge Way, Suite 205

Rockaway, NJ 07866

September 8, 2026

Mr. Michael Fox

c/o electroCore, Inc.

200 Forge Way, Suite 205

Rockaway, NJ 07866

Dear Mr. Fox:

Reference is hereby made to the letter agreement, dated March 13, 2026, between you (“Employee”) and electroCore, Inc., a Delaware corporation (the “Company”), relating to your employment by the Company (the “Employment Letter”). The purpose of this letter (the “Amendment”) is to amend the Employment Letter.

We hereby agree as follows:

** **

1. Title. Effective as of September 8, 2026 (the “Effective Date”), Section 1 of the Employment Letter is hereby amended by deleting it and replacing it in full with the following provision:

…

ELECTROCORE, INC.

200 Forge Way, Suite 205

Rockaway, NJ 07866

September 8, 2026

Mr. Joshua S. Lev

c/o electroCore, Inc.

200 Forge Way, Suite 205

Rockaway, NJ 07866

Dear Mr. Lev:

Reference is hereby made to the letter agreement, dated January 29, 2020, between you (“Employee”) and electroCore, Inc., a Delaware corporation (the “Company”), relating to your employment by the Company, as previously amended (the “Employment Letter”). The purpose of this letter (the “Amendment”) is to amend the Employment Letter.

We hereby agree as follows:

1. Title. Effective as of September 8, 2026 (the “Effective Date”), Section 1 of the Employment Letter is hereby amended by deleting it and replacing it in full with the following provision:

…