Browse EX-10 agreements

TECHNOLOGY ASSET PURCHASE AGREEMENT

 

This Technology Asset Purchase Agreement (this “Agreement”) is entered into as of June 1, 2026, by and between Glow Holdings, Inc., a Nevada corporation (the “Company” or “Buyer”), and Ana Teresa Lopez, an individual (“Seller”). Buyer and Seller may each be referred to herein individually as a “Party” and collectively as the “Parties.”

1.        Background

 

Seller owns, controls, developed, or otherwise holds certain technology assets, software-related rights, business materials, operational methodologies, branding assets, workflows, databases, documentation, and related proprietary rights associated with the business and technology concept known as “Wabiam” and/or “Wabiam Soluciones Tecnológicas” (collectively, the “Wabiam Technology Assets”).

 

Buyer desires to purchase and acquire from Seller, and Seller desires to sell, assign, transfer, convey, and deliver to Buyer, all of Seller’s right, title, and interest in and to the Wabiam Technology Assets, subject to the terms and conditions of this Agreement.

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STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this "Agreement") is made and entered into as of April 17 , 2026 , by and arnong : Patient Path LLC , a limited liability company, acting by and through its authorized representative Alonzo V . Pierce , sole owner of Patient Path LLC (the "Seller"), and Daniela Carolina Mujica Chacon, a Venezuelan national, Passport No . (the "Buyer") . Seller and Buyer are sornetimes individually referred to herein as a "Party" and collectively as the "Parties . " RECITALS WHEREAS, Seller is the record and beneficial owner of 1 , 560 , 000 shares of cormnon stock, par value $ 0 . 0001 per share (the "Common Shares") , and 700 , 000 shares of Special 2024 Series B Preferred Stock (the "Series B Preferred"), of Glow Holdings , Inc . , a corporation traded on the OTC markets under the ticker symbol GLOH (the "Company") ; WHEREAS, the Common Shares represent a controlling interest in the Company, and the Series B Preferred represents 100 % of the issued and outstanding Series B Preferred Stock of the Company ; WHEREAS, Buyer desires to purchase the

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SELECTED DEALER AGREEMENT

 

Delaware Distributors, L.P. (the “Placement Agent”), as the placement agent for Macquarie Energy Transition Infrastructure Fund, L.P., a Delaware limited partnership (the “Master Fund”), and METI TE Feeder, L.P, a Delaware limited partnership (the “Feeder”, together with the Master Fund, the “Fund”), invites you (the “Sub-Placement Agent”) to participate in the offer and sale of limited partnership units of the Fund (“Units”) to certain of the Sub Placement Agent’s qualified customers (“Customers”) subject to the following terms:

1.

Placement Agent Agreement

 

The Placement Agent has entered into a Placement Agent Agreement with the Fund dated January 28, 2025 (the “Placement Agent Agreement”). Except as otherwise specifically stated herein, all terms used in this Selected Dealer Agreement (this “Agreement”) have the meanings provided in the Placement Agent Agreement.

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AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT

 

This AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT (this “Agreement”) is made as of October 31, 2025, by and between Macquarie Energy Transition Infrastructure Fund, L.P., a Delaware limited partnership (the “Partnership”), and Macquarie Wealth Advisers, LLC, a Delaware limited liability company (the “Adviser”).

 

WHEREAS, the Partnership desires that the Adviser originate and recommend investment opportunities to the Partnership, monitor and evaluate investments made by the Partnership (the “Investments”) as requested by METI GP, LLC (the “General Partner”), and the Adviser desires to render such services to the Partnership in consideration of a management fee and other compensation as hereinafter specified;

 

WHEREAS, the engagement of the Adviser by the Partnership is authorized by the Second Amended and Restated Limited Partnership Agreement of the Partnership (as further amended and/or restated from time to time, the “Partnership Agreement”); and

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AMENDMENT NO. 1 TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT

 

This AMENDMENT NO. 1 (this “Amendment”) to the Amended and Restated Investment Advisory Agreement, dated as of October 31, 2025 (this “Agreement”) is made as of May 1, 2026 between Macquarie Energy Transition Infrastructure Fund, L.P., a Delaware limited partnership (the “Partnership”), and Macquarie Wealth Advisers, LLC, a Delaware limited liability company (the “Adviser”).

 

WHEREAS, the Partnership entered into the Agreement with the Adviser to originate and recommend investment opportunities to the Partnership, monitor and evaluate Investments;

 

WHEREAS, the engagement of the Adviser by the Partnership is authorized by the Second Amended and Restated Limited Partnership Agreement of the Partnership (as further amended and/or restated from time to time, the “Partnership Agreement”);

 

WHEREAS, as set forth in Section 8(a) of the Agreement, the parties wish to amend the Agreement as set forth in this Amendment.

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Macquarie Energy Transition Infrastructure Fund, L.P.

January 28, 2025

 

Delaware Distributors, L.P.

100 Independence

610 Market Street

Philadelphia, PA 19106-2354

 

 

Re:

Private Placement Agent Agreement

 

Ladies and Gentlemen:

 

This letter (this “Agreement”) confirms our understanding and agreement with respect to the engagement of Delaware Distributors, L.P. (“Placement Agent”) to serve as placement agent in connection with the private placement of limited partnership interests (the “Units”) in Macquarie Energy Transition Infrastructure Fund, L.P., a Delaware limited partnership (the “Master Fund”), METI TE Feeder, L.P., a Delaware limited partnership (the “Feeder”, together with the Master Fund, the “Fund”) as set forth in the Confidential Memorandum of the Fund dated January 2025 (as the same may be amended or supplemented from time to time, the “Memorandum”). Terms not otherwise defined herein shall have the meanings assigned to such terms in the Memorandum. Central Park Advisers, LLC, a Delaware limited liability company, will act as investment adviser (the

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EXPENSE LIMITATION AGREEMENT

This Expense Limitation Agreement is made as of March 18, 2026 (the “Agreement”) by and between Fidelity Private Credit Company II LLC, a Delaware limited liability company (the “Fund”), and Fidelity Diversifying Solutions LLC, a Delaware limited liability company (the “Adviser”).

WHEREAS, the Fund shall elect to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

WHEREAS, the Fund has entered into an investment advisory agreement (“Investment Advisory Agreement”) and an administration agreement (“Administration Agreement”) with the Adviser, as each may be amended or restated.

WHEREAS, the Fund and the Adviser have determined that it is appropriate and in the best interests of the Fund that the Adviser shall pay a portion of the Fund’s Other Operating Expenses (as defined below) to the effect that such expenses do not exceed 0.50% (on an annualized basis) of the Fund’s average net assets.

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SUBSCRIPTION DOCUMENTS

FIDELITY PRIVATE CREDIT COMPANY II LLC

For Internal Use Only:

Subscription Amount:

Subscription Date:

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FIDELITY PRIVATE CREDIT COMPANY II LLC

SUBSCRIPTION BOOKLET

CONTENTS

(I)	Subscription Agreement

(II)	Attachment A, Subscriber Information Form and Signature Pages to the Subscription Agreement and Fund Documents

(III)	Attachment B, Subscriber Questionnaire

(IV)	Attachment C, Tax Forms

(V)	Attachment D, Privacy Notice

In connection with completing this Subscription Booklet, please sign and return original copies of (1) executed item (II) – Attachment A, (2) item (III) – Attachment B, and (3) the executed tax forms listed in item (IV) – Attachment C to the Fund at alternatives@fmr.com.

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SUBSCRIPTION AGREEMENT

Subscription Agreement

Fidelity Private Credit Company II LLC 245 Summer Street,

Boston, MA 02210

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INVESTMENT ADVISORY AGREEMENT

This Investment Advisory Agreement, dated as of March 18, 2026, is made by and between Fidelity Private Credit Company II LLC, a Delaware limited liability company (herein referred to as the “Fund”), and Fidelity Diversifying Solutions LLC, a Delaware limited liability company (herein referred to as the “Adviser”) (this “Agreement”).

1. Appointment of Adviser. The Adviser hereby undertakes and agrees, upon the terms and conditions herein set forth, to provide overall investment advisory services for the Fund and in connection therewith to, in accordance with the Fund’s investment objective, policies and restrictions as in effect from time to time:

(a) determining the composition of the Fund’s portfolio, the nature and timing of the changes to the Fund’s portfolio and the manner of implementing such changes in accordance with the Fund’s investment objective, policies and restrictions;

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