Browse EX-10 agreements

SECOND AMENDMENT TO REPURCHASE PROMISSORY NOTE

This SECOND AMENDMENT TO REPURCHASE PROMISSORY NOTE dated as of June 30, 2026 (this “Amendment”) is by and among P3 HEALTH GROUP, LLC (f/k/a P3 Health Group Holdings, LLC), a Delaware limited liability company (the “Company”), and IHC Health Services, Inc. (“Holder”).

WHEREAS, the Company executed and delivered that certain Repurchase Promissory Note dated as of June 28, 2019 in favor of the Holder (as amended, the “Note”);

WHEREAS, the Company and the Holder executed and delivered that certain First Amendment to the Note dated as of November 19, 2020; and

WHEREAS, the Company and Holder desire to further amend the Note as more particularly set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the agreements contained herein, the parties hereby agree as follows:

1.Capitalized Terms. Capitalized terms used but not defined herein shall have the meanings set forth in the Note.

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Execution Version

CREDIT AGREEMENT

among

SEMTECH CORPORATION,

as Borrower,

the Subsidiaries of Borrower party hereto,
as Guarantors,

the institutional lenders party hereto and named as “Lenders” herein,
as Lenders,

the institutional lenders party hereto and named as “L/C Issuers” herein,
as L/C Issuers,

MORGAN STANLEY SENIOR FUNDING, INC.,

as Administrative Agent and Swing Line Lender,

MORGAN STANLEY SENIOR FUNDING, INC., UBS SECURITIES LLC, BMO BANK N.A., HSBC BANK USA, NATIONAL ASSOCIATION, U.S. BANK NATIONAL ASSOCIATION, WELLS FARGO SECURITIES, LLC, BARCLAYS BANK PLC, JPMORGAN CHASE BANK, N.A., ROYAL BANK OF CANADA AND SILICON VALLEY BANK, A DIVISION OF FIRST-CITIZENS BANK & TRUST COMPANY,

as Joint Lead Arrangers and Joint Bookrunners

MORGAN STANLEY SENIOR FUNDING, INC. AND UBS SECURITIES LLC,

as Co-Syndication Agents,

and

BMO BANK N.A., HSBC BANK USA, NATIONAL ASSOCIATION, U.S. BANK NATIONAL ASSOCIATION AND WELLS FARGO SECURITIES, LLC,

as Co-Documentation Agents.

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EXECUTIVE RETENTION AGREEMENT

This Executive Retention Agreement (“this Agreement”) is made as of the 6th day of July, 2026 (“Effective Date”) between Digimarc Corporation, an Oregon corporation, with its principal offices at Beaverton, Oregon (hereinafter called the “Company”), and Paul Carreiro (hereinafter called “Executive”). Executive shall be employed by DMRC LLC, an Oregon limited liability company, a subsidiary of the Company and references to Company in this Agreement, including, without limitation, employment by the Company shall to the extent applicable include DMRC LLC as well as other Related Companies.

It is made with reference to the following facts:

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DMRC LLC
INDUCEMENT LTIP UNIT AWARD AGREEMENT

This INDUCEMENT LTIP UNIT AWARD AGREEMENT (this “Award Agreement”), dated as of July 6, 2026 (the “Grant Date”), is entered into by and between DMRC LLC, an Oregon limited liability company (the “Company”), and Paul Carreiro (“Grantee” and, together with the Company, collectively, the “Parties,” and each, a “Party”). Capitalized terms used in this Award Agreement but not defined have the meanings given to them in the Amended and Restated Limited Liability Company Operating Agreement, dated as of May 18, 2026, as the same may be amended from time to time (the “LLC Agreement”).

WHEREAS, Grantee provides services to or for the benefit of the Company;

WHEREAS, effective as of the Grant Date, the Company is issuing to the Grantee the number of LTIP Units set forth below, subject to and in accordance with the terms and conditions of this Award Agreement and the LLC Agreement.

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DEBT CANCELLATION AND RELEASE AGREEMENT

This Debt Cancellation and Release Agreement (the “Agreement”) is entered into effective as of the ___ day of June, 2026 by and between The Greater Cannabis Company, Inc., a Florida Corporation (the “Company”), and Sigalush Ventures LLC (David Sencianes) and Fernando Bisker (“Debt Holders”), collectively referred to hereinafter as the “Parties” or individually as a “Party”.

WHEREAS, Debt Holders are entitled to receive Eighty Thousand Dollars ($80,000), on the books and records of the Company (the “Debt”);

WHEREAS, the Parties desire to enter into an agreement providing for the cancellation, satisfaction, release, and extinguishment of the Debt;

WHEREAS, the Parties acknowledge and agree that the Debt has been fully compromised, settled, and extinguished pursuant to the terms of this Agreement; and

WHEREAS, the Parties desire to resolve fully and finally all matters relating to the Debt and to release one another from any claims arising therefrom.

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ESCROW AGREEMENT

** **

THIS ESCROW AGREEMENT (this “Agreement”), dated as of June 29, 2026, is entered into by and among Trafalgar Asset Management, LLC, a Delaware limited liability company (“Purchaser”), Aitan Zacharin, individually and in his capacity as the holder of the Series B Preferred Stock of The Greater Cannabis Company, Inc. (the “Control Seller”), the holders of the Series A Preferred Stock identified on Exhibit C hereto (collectively, the “Series A Sellers”), The Greater Cannabis Company, Inc., a Florida corporation (“GCAN” or the “Company”), and John D. Thomas, P.C., as escrow agent (the “Escrow Agent”).

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STOCK PURCHASE AGREEMENT

(Series A Preferred Stock)

AMONG

Trafalgar Asset Management, LLC

(“Buyer”)

AND

THE SHAREHOLDERS LISTED ON SCHEDULE A

(collectively, the “Sellers”)

DATED AS OF JUNE 29, 2026

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”) is entered into as of the 29th day of June, 2026, by and among Trafalgar Asset Management, LLC, a Delaware limited liability company (“Trafalgar” or “Buyer”), and the shareholders listed on Schedule A attached hereto (collectively, the “Sellers”). Buyer and Sellers are referred to collectively herein as the “Parties.”

* *

This Agreement contemplates a transaction in which Buyer will purchase from Sellers, and Sellers will sell, assign and transfer to Buyer, all of the Series A Shares identified opposite such Seller’s name on Schedule A attached hereto (collectively, the “Purchased Shares”), in exchange for the consideration set forth in §2(b) below.

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DEBT CANCELLATION AND RELEASE AGREEMENT

This Debt Cancellation and Release Agreement (the “Agreement”) is entered into effective as of the ___ day of June, 2026 by and between The Greater Cannabis Company, Inc., a Florida Corporation (the “Company”), and 02490585 Ontario Inc. (Elisha Kalfa), and Yonah Kalfa (“Debt Holders”), collectively referred to hereinafter as the “Parties” or individually as a “Party”.

WHEREAS, Debt Holders are entitled to receive One Hundred Eighty Thousand Dollars ($180,000), on the books and records of the Company (the “Debt”);

WHEREAS, the Parties desire to enter into an agreement providing for the cancellation, satisfaction, release, and extinguishment of the Debt;

WHEREAS, the Parties acknowledge and agree that the Debt has been fully compromised, settled, and extinguished pursuant to the terms of this Agreement; and

WHEREAS, the Parties desire to resolve fully and finally all matters relating to the Debt and to release one another from any claims arising therefrom.

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STOCK PURCHASE AGREEMENT

(Transfer of Control of Public Reporting Company)

AMONG

TRAFALGAR ASSET MANAGEMENT, LLC

(“Buyer”)

AND

THE GREATER CANNABIS COMPANY, INC.

(the “Company”)

AND

AITAN ZACHARIN

(the “Control Seller”)

DATED AS OF JUNE 29, 2026

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”) is entered into as of the 29th day of June, 2026, by and among Trafalgar Asset Management, LLC, a Delaware limited liability company (“Buyer”), and The Greater Cannabis Company, Inc., a Florida corporation (“GCAN”), and Aitan Zacharin (“Control Seller”). Buyer, GCAN and the Control Seller are referred to collectively herein as the “Parties.”

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PLACEMENT AGENCY AGREEMENT

June 30, 2026

ThinkEquity LLC

17 State Street, 41st Floor

New York, NY 10004

Ladies and Gentlemen:

Introductory. This Placement Agency Agreement the (“Agreement”) sets forth the terms upon which ThinkEquity LLC (“ThinkEquity” or the “Placement Agent”) shall be engaged by Zoomcar Holdings, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), to act as the exclusive Placement Agent in connection with the private placement (hereinafter referred to as the “Offering”) of securities of the Company, as more fully described below. Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to them in the Securities Purchase Agreement (defined below).

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FIRST AMENDMENT TO CONSULTANCY AGREEMENT

** **

This First Amendment to Consultancy Agreement (“Amendment”) is entered into on 10 June 2026, by and between, Zoomcar India Private Limited, a company registered under the Companies Act, 1956 and having its registered office at registered office Anjaneya Techno Park, First Floor, No. 147, HAL Old Airport Road, ISRO Colony, Kodihalli, Bengaluru, 560008, India (the “Zoomcar India”), Zoomcar Holdings, Inc., a Delaware corporation and the parent of the Company (the “Zoomcar US”) and **Mr. Deepankar Tiwari **(“Consultant”).

Zoomcar India and Zoomcar US are hereinafter collectively referred to as the “Company”.

Zoomcar India, Zoomcar US and the Consultant are hereinafter individually referred to as a “Party” and collectively as “Parties,” as the context may require.

WHEREAS:

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Execution Version

**SECOND AMENDMENT TO **
***DRAW DOWN NOTE PURCHASE AND CONTINUING COVENANT AGREEMENT ***

THIS SECOND AMENDMENT TO DRAW DOWN NOTE PURCHASE AND CONTINUING COVENANT AGREEMENT (this “Amendment”) is dated June 29, 2026 (the “Second Amendment Effective Date”), and is made by and among SKY HARBOUR CAPITAL II LLC, a Delaware limited liability company (“SH Capital II LLC”), BDL HANGARS LLC, a Delaware limited liability company (“BDL Hangars”), CLOUDNINE AT CAMARILLO LIMITED PARTNERSHIP, a California limited partnership (“CloudNine at Camarillo”), and SLC DEVELOPMENT LLC, a Delaware limited liability company (“SLC Development” and, together with SH Capital II LLC, BDL Hangars and CloudNine at Camarillo, the “Borrowers”), as the borrowers party hereto as of the Second Amendment Effective Date, the lenders party hereto (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”).

RECITALS

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