Browse EX-10 agreements

PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the 8th day of July, 2026, by and between Columbus Circle Capital Corp III, a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM”) and Clear Street LLC (“Clear Street” each a “Subscriber” and collectively with CCM, the “Subscribers”).

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**COLUMBUS CIRCLE CAPITAL CORP III **

3 Columbus Circle, 24th Floor

New York NY, 10019

July 8, 2026

Cohen & Company LLC

3 Columbus Circle, 24th Floor

New York NY, 10019

Re:	Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between Columbus Circle Capital Corp III (the “Company”) and Cohen & Company LLC (the “Services Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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**HEARTSCIENCES INC. **

2023 Equity Incentive Plan

RESTRICTED STOCK UNITS GRANT NOTICE

HeartSciences Inc., a Texas corporation (the “Company”), pursuant to its 2023 Equity Incentive Plan (as amended, modified or restated from time to time, the “Plan”), hereby grants to the holder listed below (“Participant”) the number of Restricted Stock Units set forth below (the “RSUs”). The RSUs are subject to the terms and conditions set forth in this Restricted Stock Units Grant Notice (the “Grant Notice”), dated as of July 7, 2026 and effective as of the Grant Date (as defined in the Agreement (as defined below)), the Plan and the Restricted Stock Units Agreement attached hereto as Exhibit A (the “Agreement”), each of which are incorporated into this Grant Notice by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement.

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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”), dated as of July 7, 2026 and effective as of the Closing Date (as defined below), is entered into by and between HeartSciences Inc., a Texas corporation (the “Company”), and Danielle Watson (the “Employee”). The Company and the Employee shall collectively be referred to herein as the “Parties”. Capitalized terms used in this Amendment but not defined herein have the meanings ascribed to them in the Employment Agreement (as defined below).

WHEREAS, the Parties have previously entered into that certain Employment Agreement, dated as of October 15, 2021 (the “Employment Agreement”); and

WHEREAS, the Parties now desire to amend the Employment Agreement as set forth herein.

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	DATED: 6 July 2026

	(1)       REFY BEAUTY LTD
	(2)       SOLÉSENCE LLC

Settlement agreement and release

CONTENTS

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Execution Version

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This First Amendment (this “Amendment”) to that certain Employment Agreement (the “Employment Agreement”), dated as of September 25, 2024, by and between National Healthcare Properties, Inc. (formerly known as Healthcare Trust, Inc.), a Maryland corporation and real estate investment trust (the “Company”), and Michael Anderson (“Executive”), is entered into as of July 7, 2026 (the “Amendment Effective Date”). Any terms used but not defined herein shall have the same meaning as in the Employment Agreement.

WHEREAS, the Employment Agreement provides that the Employment Agreement and Executive’s employment shall be effective as of the Effective Date and shall continue in full force and effect thereafter until the third anniversary of the Effective Date (the “Initial Term”), and may be extended, by written agreement between the Company and Executive, for additional renewal terms (each, a “Renewal Term”) as mutually agreed between the parties;

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INVESTMENT MANAGEMENT AGREEMENT

ENTERED INTO BETWEEN

NXG NEXTGEN INFRASTRUCTURE INCOME FUND

AND

CUSHING ASSET MANAGEMENT, LP

This Investment Management Agreement (the “Agreement”) is entered into as of July 10, 2026 by and between NXG NextGen Infrastructure Income Fund (the “Fund”), a statutory trust duly organized and existing under the laws of the State of Delaware, and Cushing Asset Management, LP, a limited partnership duly organized and existing under the laws of the State of Texas (the “Investment Adviser”).

RECITALS:

The Fund is a closed-end management investment company registered under the Investment Company Act of 1940 (the “1940 Act”); and

The Investment Adviser is engaged principally in providing management and investment advisory services and is registered as an investment adviser under the Investment Advisers Act of 1940 (the “Advisers Act”); and

The Investment Adviser is willing to provide management and investment advisory services to the Fund on the terms and conditions set out below;

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Exhibit 10.2

PROVIDENT BANK

PROMISSORY NOTE

CERTAIN PERSONALLY IDENTIFIABLE INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(a)(6) OF REGULATION S-K. THE OMITTED INFORMATION IS INDICATED BY "[***]".

$15,040,000.00	Closing Date: July 7, 2026

FOR VALUE RECEIVED, LINCOLN TECHNICAL INSTITUTE, INC., a New Jersey corporation (the “Borrower”), promises to pay to the order of PROVIDENT BANK (hereafter, together with its successors and assigns, the “Bank”), at its office located 10 Woodbridge Center Drive, 3rd Floor, Woodbridge, New Jersey 07095, or at such other place as the Bank may direct, the principal sum of FIFTEEN MILLION FORTY THOUSAND and 00/100 DOLLARS ($15,040,000.00), together with interest, as follows:

1.

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Exhibit 10.3

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Exhibit 10.4

CONTINUING AGREEMENT OF GUARANTY AND SURETYSHIP

THIS CONTINUING AGREEMENT OF GUARANTY AND SURETYSHIP(together with all extensions, renewals, amendments, modifications, substitutions, and restatements thereof, this “Guaranty”), dated as of July 7, 2026, by LINCOLN EDUCATIONAL SERVICES CORPORATION, a New Jersey corporation, NEW ENGLAND ACQUISITION, LLC, a Delaware limited liability company, NN ACQUISITION, LLC, a Delaware limited liability company, and NASHVILLE ACQUISITION, L.L.C., a Delaware limited liability company, each having an address at 14 Sylvan Way, Suite A, Parsippany, New Jersey 07054 (individually and collectively, the “Guarantor”), in favor of PROVIDENT BANK, having an office at 10 Woodbridge Center Drive, 3rd Floor, Woodbridge, New Jersey 07095 (the “Bank”).

Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Loan Agreement.

RECITALS:

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Exhibit 10.1

LOAN AGREEMENT

by and between

LINCOLN TECHNICAL INSTITUTE, INC., a New Jersey corporation

and

PROVIDENT BANK

Dated: July 7, 2026

1

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LOAN AGREEMENT

THIS LOAN AGREEMENT (together with all extensions, renewals, amendments, modifications, substitutions, and restatements thereof, this “Agreement”), dated as of July 7, 2026 by and between LINCOLN TECHNICAL INSTITUTE, INC., a New Jersey corporation (the “Borrower”), having a mailing address of 14 Sylvan Way, Suite A, Parsippany, New Jersey 07054,

and

PROVIDENT BANK (the “Bank”), having a mailing address of 10 Woodbridge Center Drive, 3rd Floor, Woodbridge, New Jersey 07095.

Background

The Borrower has requested that the Bank extend or continue credit to the Borrower as described below, and the Bank has agreed to provide such credit to the Borrower on the terms and conditions contained herein.

The Borrower is, or is about to become, the owner in fee simple of the Mortgaged Property (as defined in the Mortgage).

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AGREEMENT OF TRANSACTION AND MUTUAL RELEASE

Between:	Malek Chamoun, domiciled at XXXXXXXXXX (hereinafter “Chamoun”)
And:	Sunshine Biopharma inc., having a place of business at 1565 Lionel-Boulet boulevard, Varennes, Québec, J3X 1P7
	(hereinafter “Sunshine”)

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