Browse EX-10 agreements

EXECUTION COPY

SECURITIES TRANSFER AGREEMENT

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This Securities Transfer Agreement (this “Agreement”) is entered into as of July 8, 2026 by and between Mercator Investor Holdings, LLC (the “Transferor”) and Clear Street LLC (the “Transferee””).

RECITALS

WHEREAS, the Transferor desires to sell 200,000 Class B Ordinary shares, $0.0001 par value per share (the “Shares”) of Mercator Acquisition Corp. (the “Company”) to the Transferee in connection with the Company’s initial public offering (“IPO”) of units of the Company.

NOW, THEREFORE, the parties hereto, for good and valuable consideration which each party acknowledges the receipt of, hereby agree as follows:

1.	Transfer of the Securities.

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Exhibit 10.3(b)

EXECUTION COPY

UNDERWRITER PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

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This UNDERWRITER PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the 8th day of July, 2026, by and between Mercator Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Clear Street LLC (“Clear Street” or the “Subscriber”).

WHEREAS, the Company desires to sell to the Subscriber on a private placement basis (the “Offering”) an aggregate 1,575,000 warrants (including if the underwriters’ over-allotment option is exercised in full) (each, a “Placement Warrant” and, collectively, the “Placement Warrants”) of the Company, for a purchase price of $1.00 per Placement Warrant. The Class A Ordinary Shares (as defined below) underlying the Warrants are hereinafter referred to as the “Warrant Shares”. The Placement Warrants and Warrant Shares, collectively, are hereinafter referred to as the “Securities.” Each whole Placement Warrant is exercisable to purchase one Class A Ordinary Share at an exercise price of

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Exhibit 10.1

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GENESIS MOREHOUSE AT 5580

LEASE

BP3-SD4 5580 MOREHOUSE DRIVE LLC,
a Delaware limited liability company,

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as Landlord,

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and

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CALIDI BIOTHERAPEUTICS, INC.,
a Delaware corporation,

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as Tenant

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SUMMARY OF BASIC LEASE INFORMATION

This Summary of Basic Lease Information (“Summary”) is hereby incorporated into and made a part of the attached Lease. Each reference in the Lease to any term of this Summary shall have the meaning as set forth in this Summary for such term. In the event of a conflict between the terms of this Summary and the Lease, the terms of the Lease shall prevail. Any capitalized terms used herein and not otherwise defined herein shall have the meaning as set forth in the Lease.

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LEASE TERMINATION AGREEMENT

This Lease Termination Agreement (this “Agreement”) is entered into as of this 10th day of July, 2026, by and between 4475 EXECUTIVE DRIVE LLC, a Delaware limited liability company (“Landlord”), and CALIDI BIOTHERAPEUTICS, INC., a Delaware corporation (“Tenant”).

r e c i t a l s:

A. Landlord and Tenant entered into that certain Lease dated as of October 10, 2022 (the “Original Lease”), as modified by that certain Confirmation of Lease Terms dated as of February 28, 2023, by and between Landlord and Tenant (the “Confirmation”), pursuant to which Landlord leased to Tenant, and Tenant leased from Landlord, certain space located on the 2nd floor (the “Premises”) in that certain building located at 4475 Executive Drive, San Diego, California (the “Building”). The Original Lease, as modified by the Confirmation, may be referred to herein as the “Lease”.

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**EXECUTION VERSION **

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made as of July 15, 2026 by and among DISTRIBUTION SOLUTIONS GROUP, INC., a Delaware corporation (formerly known as Lawson Products, Inc., the “Company”), each other Borrower under the Existing Credit Agreement, the other Loan Parties under the Existing Credit Agreement, the “Lenders” party to the Existing Credit Agreement (the “Existing Lenders”) signatory hereto, and JPMorgan Chase Bank, N.A., as the Administrative Agent (the “Administrative Agent”), under that certain Second Amended and Restated Credit Agreement, dated as of December 18, 2025, by and among the Company, the other Loan Parties party thereto, the financial institutions from time to time party thereto as Lenders and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”).

*RECITALS *

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**EXECUTION VERSION **

***LIMITED GUARANTEE ***

This LIMITED GUARANTEE, dated as of July 15, 2026 (this “Limited Guarantee”), is made by LKCM Headwater Investments IV, L.P., a Delaware limited partnership** **(the “Guarantor”), in favor of Distribution Solutions Group, Inc., a Delaware corporation (the “Guaranteed Party”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement (as defined below).

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**EXECUTION VERSION **

**VOTING AND SUPPORT AGREEMENT **

This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made as of July 15, 2026 by and between Distribution Solutions Group, Inc., a Delaware corporation (the “Company”), and Luther King Capital Management Corporation, a Delaware corporation (the “Voting Party”).

WHEREAS, concurrently with the execution and delivery of this Agreement, the Company, Eclipse Parent Acquisitions, LLC, a Delaware limited liability company (“Parent”), Eclipse Intermediate Acquisitions, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Intermediate”), and Eclipse Acquisitions Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Intermediate (“Merger Sub”), have entered into an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), pursuant to which, among other things, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger a

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Exhibit 10.1

Employment Agreement

This Employment Agreement (the "Agreement") is made and entered into by and between Sharath Cherian (the "Executive") and Destiny Media Technologies, Inc. (the "Company") (each a "Party" and collectively, the "Parties") and is effective as of July 15, 2026.

WHEREAS the Company desires to employ the Executive on the terms and conditions set forth herein; and

WHEREAS the Executive desires to be employed by the Company on such terms and conditions.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and obligations set forth herein, the receipt and sufficiency of which is hereby acknowledged, Company and the Executive agree as follows:

1. Term. The Executive's start date will be July 15, 2026, or such other date as mutually agreed between the Executive and the Company in writing (the "Start Date"). 

2. Position and Duties.

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SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of July 10, 2026, by and between Caring Brands, Inc., a Nevada corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser).

RECITALS

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WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

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