Browse EX-10 agreements

LOCK-UP AND LEAK-OUT AGREEMENT

This Lock-Up and Leak-Out Agreement (this “Agreement”) is entered into as of July 17, 2026 (the “Effective Date”), by and between Digital Brands Group, Inc., a Nevada corporation (the “Company”), and the holder of Series D Convertible Preferred Stock set forth on the signature page hereto (the “Holder”).

WHEREAS, the Holder beneficially owns shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”); and

WHEREAS, the Company has agreed to file a Certificate of Amendment to the Certificate of Designations, Preferences and Rights of the Series D Convertible Preferred Stock of the Company (the “Certificate of Amendment”) to, among other things, reset the “Floor Price” (as defined in the Certificate of Designations) applicable to the Series D Convertible Preferred Stock; and

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Execution Version

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 17, 2026 (this “Amendment”), is entered into among Empire State Realty Trust, Inc., a Maryland corporation (the “Parent”), Empire State Realty OP, L.P., a Delaware limited partnership (the “Borrower”), the Subsidiary Guarantors party hereto, each Lender party hereto, and Wells Fargo Bank, National Association, as Administrative Agent.

WHEREAS, reference is made to that certain Amended and Restated Credit Agreement, entered into as of November 14, 2025, among the Parent, the Borrower, the Lenders party thereto from time to time and the Administrative Agent (as amended, restated, extended, supplemented or otherwise modified in writing from time to time prior to the effectiveness of this Amendment, the “Existing Credit Agreement”);

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RESTRICTIVE COVENANT AGREEMENT

THIS RESTRICTIVE COVENANT AGREEMENT (“Agreement”) is made and entered into by and between Phillip K. Willett (“Executive”) and Pioneer State Bank (the “Bank”). The Bank and Executive shall sometimes be referred to herein together, as the “Parties.”

RECITALS

A.          During Executive’s employment with the Bank, Executive has personally generated and been entrusted with, and will continue to personally generate and be entrusted with, information, ideas and materials that are the Bank’s confidential and proprietary property, including, without limitation, trade secrets, confidential customer information and customer lists, and information related to other confidential and proprietary matters of the Bank.

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EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into effective as of July 14, 2026 (the “Effective Date”), by and between Pioneer State Bank (“Bank”), and Phillip K. Willett (“Executive”), each a “Party” or collectively the “Parties” to this Agreement.

RECITALS

WHEREAS, the Bank desires to employ Executive, and Executive desires to be employed by the Bank, on the terms and conditions set forth herein.

WHEREAS, as a result of Executive’s employment with the Bank, Executive will have access to and be entrusted with valuable information about the Bank’s business and customers, including trade secrets and confidential information; and

WHEREAS, the Parties believe it is in their best interests to make provision for certain aspects of their relationship during and after the period in which Executive is employed by the Bank.

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PIONEER STATE BANK 

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT

This Supplemental Executive Retirement Plan Agreement (“Agreement”) is made this 14th day of July 2026, by and between Pioneer State Bank, a Montana state-chartered bank, hereinafter referred to as “Bank,” and Phillip K. Willett, hereinafter referred to as “Executive.”

WHEREAS, the Executive has performed valuable services for the Bank; and

WHEREAS, the Executive currently serves as President, Chief Executive Officer of the Bank, and the Bank wishes to benefit from the Executive’s continued service to the continued profit of the Bank;

NOW, THEREFORE, in order to reward and encourage such continued loyal and valuable service, and to assist the Executive in adequately planning for the financial demands of retirement, and to provide also for the Executive’s family’s security in the event of disability or death, by providing the benefits described in Article I of the Agreement “Benefits”, the parties agree to the terms and conditions of the Agreement, as follows.

Article I

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CHANGE OF CONTROL AGREEMENT

THIS CHANGE OF CONTROL AGREEMENT is entered into effective as of July 14, 2026, by and between Pioneer State Bank, a Montana, a State-chartered bank (the “Bank”), and Phillip K. Willett (“Executive”).

RECITALS:

A.           Executive is the President and CEO of the Bank and is key to the continued successful management of the Bank.

B.            The Board (as defined herein) believes that it is in the best interests of the Bank (i) to provide assurances that the Bank will have the continued service of Executive notwithstanding the possibility, threat or occurrence of a Change of Control (as defined in Section 1.01), (ii) to diminish the distraction to Executive that may arise by virtue of the personal uncertainties and risks created by a threatened or pending Change of Control, and (iii) to encourage Executive’s full attention and dedication to the Bank currently and in the event of a threatened or pending Change of Control.

AGREEMENT:

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[Insert Dealer Address]

To:	Penguin Solutions, Inc.

45800 Northport Loop West

Fremont, CA 94538

[A/C:	[Insert Account Number]]1

Re:	[Base][Additional] Call Option Transaction

[Ref. No:	[Insert Reference Number]]2

Date:	July [_______], 2026

Dear Ladies and Gentlemen:

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JET.AI INC

2023 AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN

RESTRICTED STOCK AWARD

Dear * *_____________________:

You have been granted an award of common stock of Jet.AI Inc. (the “Company”) constituting a Restricted Stock Award (the “Award”) under the 2023 Jet.AI Inc. Amended and Restated Omnibus Incentive Plan (the “Plan”), effective as of the Grant Date, the terms and conditions described herein. The grant of the Restricted Stock is made in consideration of the services to be rendered by you to the Company.

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Execution Version

FIRST AMENDMENT TO EQUITY AND BUSINESS LOAN AGREEMENT

This First Amendment to Equity and Business Loan Agreement (this “Amendment”) is made as of July 13, 2026, by and between NKGEN OPERATING BIOTECH, INC., a Delaware corporation (the “Borrower”), NKGEN BIOTECH, INC., a Delaware corporation (“Parent” and, together with the Borrower, the “Loan Parties”), and BDW Investments, LLC, a Delaware limited liability company (the “Lender” and, together with the Loan Parties, the “Parties”).

WHEREAS, the Parties previously entered into that certain Loan Agreement, dated as of April 5, 2024 (as amended, restated, supplemented or otherwise modified and in effect prior to the date hereof, the “Existing Loan Agreement”, and as amended pursuant to this Amendment, and as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”);

WHEREAS, the Parties desire to make certain modifications to the terms of the Existing Loan Agreement as set forth herein;

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Execution Version AMENDMENT NO. 15 TO CREDIT AGREEMENT AMENDMENT NO. 15 TO CREDIT AGREEMENT, dated as of July 14, 2026 (this “Amendment”), among VAIL HOLDCO SUB LLC, a Delaware limited liability company (“Holdings”), AVANTOR FUNDING, INC., a Delaware corporation (the “Borrower”), each of the Guarantors party hereto, GOLDMAN SACHS BANK USA, as administrative agent and collateral agent (in such capacities and including any permitted successor or assign, the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to below), Swing Line Lender and an L/C Issuer, the Lenders party hereto and GOLDMAN SACHS BANK USA, as the Additional Incremental B-7 Euro Term Lender (in such capacity, the “Additional Incremental B-7 Euro Term Lender”). W I T N E S S E T H: WHEREAS, Holdings, the Borrower, the Lenders, the Administrative Agent and certain other parties entered into a Credit Agreement dated as of November 21, 2017 (as amended by Amendment No. 1 to Credit Agreement, dated as of November 27, 2018, as amended by Amendment No. 2 to Credit Agreement, dated as of June 1

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EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made and entered into by and between Inter-American Management LLC, a Delaware limited liability company (the “Company”), and Robert Zeiller (“Employee”), effective as of July 16, 2026 (the “Effective Date”).

WHEREAS, the Company desires to employ Employee on the terms and conditions, and for the consideration, hereinafter set forth, and Employee desires to be employed by the Company on such terms and conditions and for such consideration.

NOW, THEREFORE, in consideration of the promises and mutual covenants set forth herein and for other good and valuable consideration, the parties hereto agree as follows:

1.             Employment.

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EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made and entered into by and between Inter-American Management LLC, a Delaware limited liability company (the “Company”), and Danica Holley (“Employee”), effective as of July 16, 2026 (the “Effective Date”).

WHEREAS, the Company desires to employ Employee on the terms and conditions, and for the consideration, hereinafter set forth, and Employee desires to be employed by the Company on such terms and conditions and for such consideration.

NOW, THEREFORE, in consideration of the promises and mutual covenants set forth herein and for other good and valuable consideration, the parties hereto agree as follows:

1.             Employment.

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