Browse EX-10 agreements

TAX MATTERS AGREEMENT

by and between

THE MIDDLEBY CORPORATION

and

MIDERA FOOD PROCESSING, INC.

Dated as of July 5, 2026

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**TABLE OF CONTENTS **

				Page
ARTICLE I
DEFINITIONS

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TRANSITION SERVICES AGREEMENT

by and between

THE MIDDLEBY CORPORATION

and

MIDERA FOOD PROCESSING, INC.

Dated as of July 5, 2026

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**TRANSITION SERVICES AGREEMENT **

This TRANSITION SERVICES AGREEMENT (this “Agreement”), is entered into as of July 5, 2026, by and between The Middleby Corporation, a Delaware corporation (“RemainCo”), and Midera Food Processing, Inc., a Delaware corporation (“SpinCo”). Each of RemainCo and SpinCo is referred to as a “Party,” and collectively as the “Parties.”

**RECITALS **

WHEREAS, the Parties have entered into that certain Separation and Distribution Agreement, dated as of the date hereof (the “Separation Agreement”); and

WHEREAS, pursuant to the Separation Agreement, certain services are to continue to be provided by the RemainCo Group to the SpinCo Group and by the SpinCo Group to the RemainCo Group after the Distribution Date upon the terms and conditions set forth in this Agreement.

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MASTER COMMERCIALIZATION AND COLLABORATION AGREEMENT

** **

THIS MASTER COMMERCIALIZATION AND COLLABORATION AGREEMENT (including the appendices and addenda hereto, this “Agreement”) is entered into and effective as of July 1, 2026 (the “Effective Date”) by and between Ergon Asphalt & Emulsions, Inc., a Mississippi corporation whose principal place of business is 2829 Lakeland Drive, Flowood, MS 39232 (“Ergon”), and Verde Renewables, Inc., a Missouri corporation whose principal place of business is 8112 Maryland Ave., Suite 400, St. Louis, MO 63105 (“Verde”, and together Ergon, the “Parties” or each, a “Party”).

Recitals

WHEREAS, Verde possesses knowledge, experience and related innovative technologies for the use of Biochar in road construction and other applications and provides support services to parties desiring to utilize Biochar in such applications; and

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AMENDMENT NO. 1 TO SUPPLY AGREEMENT

** **

This Amendment No. 1 to Supply Agreement (this “Amendment”) is made and entered into effective as of June 30, 2026 (“Effective Date”) by and between:

Verde Renewables, Inc. (“Verde”), a corporation organized under the laws of the State of Missouri,

and

Biochar Solutions LLC (“BSL”), a limited liability company organized under the laws of the State of Oregon.

Collectively referred to as the “Parties.”

1. Amendment to Supply Agreement

** **

This Amendment amends that certain Supply Agreement executed between the Parties on March 12, 2026 (the “Agreement”) on the terms provided for herein. This Amendment is undertaken pursuant to Section 12 of the Agreement. All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

2. Subsequent Agreement

The Parties hereby agree that the last paragraph of Section 1 of the Agreement entitled “Purpose; Binding Nature” shall be amended and restated in its entirety to read as follows:

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ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (hereinafter “Agreement”) is made as of July 1, 2026, at Monterey Park, California, by and among:

(i) **ENSON MARKET 33 SAN GABRIEL CA INC **(“SG Buyer”);

(ii) ENSON MARKET 34 MONROVIA CA INC (“MV Buyer,” and together with SG Buyer, collectively, “Buyer” or “Buyers”);

(iii) Good Fortune Supermarket of San Gabriel, LP (“SG Seller”); and

(iv) Good Fortune Supermarket of Monrovia, LP (“MV Seller,” and together with SG Seller, collectively, “Sellers”).

Each Buyer and each Seller is referred to individually as a “Party” and collectively as the “Parties.”

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TRANSITION SERVICES AGREEMENT

by and between

THE MIDDLEBY CORPORATION

and

MIDERA FOOD PROCESSING, INC.

Dated as of July 5, 2026

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**TRANSITION SERVICES AGREEMENT **

This TRANSITION SERVICES AGREEMENT (this “Agreement”), is entered into as of July 5, 2026, by and between The Middleby Corporation, a Delaware corporation (“RemainCo”), and Midera Food Processing, Inc., a Delaware corporation (“SpinCo”). Each of RemainCo and SpinCo is referred to as a “Party,” and collectively as the “Parties.”

**RECITALS **

WHEREAS, the Parties have entered into that certain Separation and Distribution Agreement, dated as of the date hereof (the “Separation Agreement”); and

WHEREAS, pursuant to the Separation Agreement, certain services are to continue to be provided by the RemainCo Group to the SpinCo Group and by the SpinCo Group to the RemainCo Group after the Distribution Date upon the terms and conditions set forth in this Agreement.

…

INTELLECTUAL PROPERTY MATTERS AGREEMENT

by and between

THE MIDDLEBY CORPORATION

and

MIDERA FOOD PROCESSING, INC.

Dated as of July 5, 2026

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**INTELLECTUAL PROPERTY MATTERS AGREEMENT **

This INTELLECTUAL PROPERTY MATTERS AGREEMENT, dated as of July 5, 2026 (the “Effective Date”), is entered into by and between The Middleby Corporation (“RemainCo”), a Delaware corporation, and Midera Food Processing, Inc. (“SpinCo”), a Delaware corporation (each, a “Party” and, collectively, the “Parties”).

WHEREAS, the Parties have entered into that certain Separation and Distribution Agreement, dated as of the date hereof (the “Separation Agreement”); and

…

TAX MATTERS AGREEMENT

by and between

THE MIDDLEBY CORPORATION

and

MIDERA FOOD PROCESSING, INC.

Dated as of July 5, 2026

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**TABLE OF CONTENTS **

				Page
ARTICLE I
DEFINITIONS

…

EMPLOYEE MATTERS AGREEMENT

by and between

THE MIDDLEBY CORPORATION

and

MIDERA FOOD PROCESSING, INC.

Dated as of July 5, 2026

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**TABLE OF CONTENTS **

				** **	Page	** **
ARTICLE 1
DEFINITIONS
Section 1.01.		Definitions			1

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EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of August 03, 2026 (the “Effective Date”), is entered into by and between Corbus Pharmaceuticals Holdings, Inc. (the “Company”) and Leonardo Viana Nicacio, MD (the “Executive”).

WITNESSETH:

WHEREAS, the Company desires to employ the Executive as its Chief Medical Officer and the Executive desires to accept such position, on the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

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*** Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) under Regulation S-K. **

**PURCHASE AND SALE AGREEMENT **

by and between

CORECIVIC, INC., a Maryland corporation,

as Seller,

and

THE UNITED STATES OF AMERICA AND ITS ASSIGNS,

BY AND THROUGH THE DEPARTMENT OF HOMELAND SECURITY

as Buyer

Dated as of July 2, 2026

**PURCHASE AND SALE AGREEMENT **

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of the 2nd day of July, 2026 (the “Effective Date”) pursuant to 6 U.S.C. §§ 202, 251, and 551, and 8 U.S.C. §§ 1226 and 1231 by and between CoreCivic, Inc., a Maryland corporation (successor by name change to Corrections Corporation of America, a Maryland corporation) having an address of 5501 Virginia Way, Suite 110, Brentwood, Tennessee 37027(“Seller”), and **United States of America, by and through the Department of Homeland Security **(“Buyer”) (each of Buyer and Seller being a “Party” and collectively being the “Parties”), and is joined in for the limited purposes set forth herein by Chicag

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