Browse EX-10 agreements

Execution Version

 

FIRST AMENDMENT AND LIMITED WAIVER TO CREDIT AND GUARANTY AGREEMENT

 

THIS FIRST AMENDMENT AND LIMITED WAIVER TO CREDIT AND GUARANTY AGREEMENT (this “Agreement”) is entered into as of June 19, 2026, by and among AMERICA’S CAR MART, INC., an Arkansas corporation (“ACM”), COLONIAL AUTO FINANCE, INC., an Arkansas corporation (“Colonial”), TEXAS CAR-MART, INC., a Texas corporation (“TCM”, and together with ACM and Colonial, the “Borrowers” and each, a “Borrower”), AMERICA’S CAR-MART, INC., a Texas corporation (the “Parent”), certain subsidiaries of the Borrowers party hereto as Guarantors, the Lenders party hereto and SILVER POINT FINANCE, LLC, as administrative agent and collateral agent (in such capacities, the “Agent”).

 

RECITALS

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June 23, 2026

 

America’s Car-Mart, Inc.

1805 N 2nd St Suite 401

Rogers, AR 72756

Attn: Board of Directors

 

Ladies and Gentlemen:

This letter engagement agreement (“Agreement”) is entered into by and among Jackson Square Advisors, LLC, a Connecticut limited liability company (“Jackson Square Advisors”), Gilbert Nathan, an individual and the Managing Member of Jackson Square Advisors (“Gil Nathan” and collectively with Jackson Square Advisors, the “GN Parties”), on the one hand, and America’s Car-Mart, Inc., a Texas corporation (“Company”), and confirms and sets forth the terms and conditions of the engagement (the “Engagement”) of the GN Parties by the Company, including the scope of the services to be performed and the basis of compensation for those services.

1.               Description of Services.

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BLUEROSE ASSOCIATES LLC

 

 

 

June 23, 2026

 

America’s Car-Mart, Inc.

1805 N 2nd St Suite 401

Rogers, AR 72756

Attn: Board of Directors

 

Ladies and Gentlemen:

This letter engagement agreement (“Agreement”) is entered into by and among Bluerose Associates, LLC, a Delaware limited liability company (“Bluerose Associates”), Michael Wartell, an individual and President of Bluerose Associates (“Michael Wartell” and collectively with Bluerose Associates, the “MW Parties”), on the one hand, and America’s Car-Mart, Inc., a Texas corporation (“Company”), and confirms and sets forth the terms and conditions of the engagement (the “Engagement”) of the MW Parties by the Company, including the scope of the services to be performed and the basis of compensation for those services.

1.               Description of Services.

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SECURITIES PURCHASE AGREEMENT

 

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of June 24, 2026, between Eshallgo Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

 

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), as to the Shares, the Pre-Funded Warrants, and the Warrant Shares (each as defined herein) (collectively, the “Securities”), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, the Securities of the Company as provided in this Agreement.

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PLACEMENT AGENCY AGREEMENT

June 24, 2026

 

Eshallgo Inc Attention: Qiwei Miao, Chief Executive Officer

No. 37, Haiyi Villa, Lane 97, Songlin Road

Pudong New District

Shanghai, China 200120

 

Dear Mr. Miao:

 

This letter (the “Agreement”) constitutes the agreement by and between Univest Securities, LLC (“Univest” or the “Placement Agent”) and Eshallgo Inc, a company organized under the laws of the Cayman Islands (the “Company”), pursuant to which the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placements (the “Placements”) via a registered direct offering of Class A ordinary shares of the Company, par value $0.0016 per share, of the Company (“Ordinary Share”), and/or the Pre-Funded Warrants to purchase Ordinary Shares (the “Securities”). The terms of the Placements and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein shall be deemed to me

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Form of Lock-Up Agreement

 

[_____], 2026

 

Re: Securities Purchase Agreement, dated as of June 24, 2026 (the “Purchase Agreement”), between Eshallgo Inc. (the “Company”) and the purchasers signatory thereto

 

Ladies and Gentlemen:

 

Capitalized terms used but not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the meanings set forth in the Purchase Agreement. The undersigned irrevocably agrees with Univest Securities, LLC (“Univest”) that, from the date hereof until 90 days from the Closing Date (as defined in the Purchase Agreement) (such period, the “Restriction Period”), the undersigned will not (i) directly or indirectly, offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any Affiliate of the undersigned or any person in privity with the undersigned), (ii) enter into any

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quantum-ex1081xcabrerase

Exhibit 10.81 Separation Agreement and General Release of Claims This Separation Agreement and General Release of Claims (the “Agreement”) is made by and between Brian Cabrera, an individual (“Employee”) and Quantum Corporation (the “Company”) (hereinafter collectively referred to as the “Parties” and each a “Party”), effective on the eighth calendar day after the date this Agreement is signed by Employee, provided the revocation period set forth in Section 14 below has expired without revocation (the “Effective Date”). Recitals WHEREAS, the Parties entered into an (i) an offer letter agreement dated April 15, 2021 (the “Employment Agreement”); (ii) an Executive Change of Control Agreement dated March 31, 2023 (the “Change of Control Agreement”); and (iii) a retention bonus letter agreement dated October 24, 2024 (the “Retention Agreement”); WHEREAS, the employment relationship between Employee and the Company terminated effective June 2, 2025 (“Separation Date”); WHEREAS, the Parties acknowledge that as of the Separation Date the Company has not undergone a

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quantum-ex1080xlernersep

Exhibit 10.80 Separation Agreement and General Release of Claims This Separation Agreement and General Release of Claims (the “Agreement”) is made by and between James J. Lerner, an individual (“Employee”) and Quantum Corporation (the “Company”) (hereinafter collectively referred to as the “Parties” and each a “Party”), effective on the eighth calendar day after the date this Agreement is signed by Employee, provided the revocation period set forth in Section 14 below has expired without revocation (the “Effective Date”). Recitals WHEREAS, the Parties entered into an (i) an offer letter agreement dated June 22, 2018 (the “Employment Agreement”); (ii) an Executive Change of Control Agreement dated March 31, 2023 (the “Change of Control Agreement”); and (iii) a retention bonus letter agreement dated October 24, 2024 (the “Retention Agreement”); WHEREAS, the employment relationship between Employee and the Company terminated effective June 2, 2025 (“Separation Date”); WHEREAS, the Parties acknowledge that as of the Separation Date the Company has not undergone

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quantum-ex1079xgianellas

Exhibit 10.79 Separation Agreement and General Release of Claims This Separation Agreement and General Release of Claims (the “Agreement”) is made by and between Kenneth P. Gianella, an individual (“Employee”) and Quantum Corporation (the “Company”) (hereinafter collectively referred to as the “Parties” and each a “Party”), effective on the eighth calendar day after the date this Agreement is signed by Employee, provided the revocation period set forth in Section 17 below has expired without revocation (the “Effective Date”). Recitals WHEREAS, the Parties entered into a Letter Agreement dated December 15, 2022 (the “Employment Agreement”). WHEREAS, the Parties entered into an Executive Change of Control Agreement dated March 31, 2023 (the “Change of Control Agreement”). WHEREAS, the Parties entered into a retention bonus letter agreement dated October 24, 2024 (the “Retention Agreement”). WHEREAS, the Parties entered into an agreement modifying the terms of the Employment Agreement, Change of Control Agreement and Retention Agreement dated March 28, 2025 (“L

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of June 23, 2026, between DSS, Inc., a New York corporation (the “Company”), and Alset, Inc., a Texas corporation (including its successors and assigns, the “Purchaser”).

 

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below), and Rule 506 promulgated thereunder, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, securities of the Company, consisting of a convertible promissory note in the amount of $1,000,000 that shall be convertible, following receipt of Stockholder Approval, into shares of the Common Stock of the Company at a conversion price set at $0.45 per share, subject to the terms and conditions set forth therein (the “Note”) and warrants to purchase 17,777,776 shares of the Common Stock of the Company (which the parties hereto acknowledge is equal to eight (8) Warrant Shares for every one (1) share initially issuable upo

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THIS CONVERTIBLE PROMISSORY NOTE (“NOTE”) AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), APPLICABLE STATE LAW, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION, AND MAY NOT BE SOLD, OFFERED FOR SALE, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE OR FOREIGN SECURITIES LAWS COVERING ANY SUCH TRANSACTION OR (B) SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE OR FOREIGN SECURITIES LAWS COVERING SUCH TRANSACTION.

 

CONVERTIBLE PROMISSORY NOTE

 

Principal Amount: $1,000,000.00

June 23, 2026

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COMMON STOCK PURCHASE WARRANT DSS, INC.

Warrant Shares: 17,777,776

 

Issue Date: June 23, 2026

 

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Alset, Inc. or their assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00PM (New York City time) on the third anniversary of the Issue Date (the “Termination Date”) (or if any portion of this Warrant is redeemed, on the Redemption Date (as defined below) for such portion) but not thereafter, to subscribe for and purchase from DSS, Inc., a New York corporation (the “Company”), up to 17,777,776 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form.

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