Browse EX-10 agreements

FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT

This First Amendment to Membership Interest Purchase and Sale Agreement (this “Amendment”) is made and entered into as of June 26, 2026 (the “Amendment Date”), by and between CONTANGO SILVER & GOLD INC., formerly known as CONTANGO ORE, INC., a Delaware corporation (“Buyer”), and CRH FUNDING II PTE. LTD., a Singapore private limited corporation (“Seller”). Buyer and Seller sometimes are referred to in this Agreement collectively as the “Parties” and each individually as a “Party.” Capitalized terms used but not defined in this Amendment will have the meanings given to such terms in the Original MIPA (defined below).

RECITALS

WHEREAS, Buyer and Seller entered into that certain Membership Interest Purchase and Sale Agreement, dated as of August 24, 2021 (the “Original MIPA” and as amended by this Amendment, the “MIPA”);

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a101wellsfargo-globelife

Execution Version 19131563 $1,000,000,000 THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 26, 2026 among GLOBE LIFE INC., as the Borrower, TMK RE, LTD., as a Loan Party, THE LENDERS PARTY HERETO, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and L/C Administrator, BANK OF AMERICA, N.A., REGIONS BANK, and TRUIST BANK, as Co-Syndication Agents _________________________ WELLS FARGO SECURITIES, LLC, BOFA SECURITIES, INC., REGIONS CAPITAL MARKETS, A DIVISION OF REGIONS BANK, and TRUIST SECURITIES, INC., as Joint Lead Arrangers and Joint Book Runners PNC BANK, NATIONAL ASSOCIATION, and KEYBANK NATIONAL ASSOCIATION, as Co-Documentation Agents

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a102wellsfargo-globelife

Execution Version Deal CUSIP Number: 37959UAL0 Term Loan CUSIP Number: 37959UAM8 19135959 $450,000,000 AMENDED AND RESTATED TERM LOAN AGREEMENT Dated as of June 26, 2026 among GLOBE LIFE INC., as the Borrower, THE LENDERS PARTY HERETO, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, BANK OF AMERICA, N.A, REGIONS BANK, and TRUIST BANK, as Co-Syndication Agents _________________________ WELLS FARGO SECURITIES, LLC, BOFA SECURITIES, INC., REGIONS CAPITAL MARKETS, A DIVISION OF REGIONS BANK, and TRUIST SECURITIES, INC., as Joint Lead Arrangers and Joint Book Runners PNC BANK, NATIONAL ASSOCIATION., and KEYBANK NATIONAL ASSOCIATION, as Co-Documentation Agents

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Document

Exhibit 10.1

CERTAIN INFORMATION MARKED AS [***] HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO REGULATION S-K, BECAUSE IT IS NOT MATERIAL AND/OR THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

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Execution Version

MEMBERSHIP INTEREST PURCHASE AGREEMENT

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made

as of May 18, 2026 (the “Effective Date”), by and between US GCDC PHASE 1 HOLDINGS LLC, a Delaware limited liability company (“Seller”), and NVA11A LLC, a Delaware limited liability company (“Purchaser”).

W I T N E S S E T H:

WHEREAS, Seller is the sole owner of one hundred percent (100%) of the membership interests (the “Membership Interests”) in GCDC Purchaser Phase 1 LLC, a Delaware limited liability company (the “Property Owner”);

WHEREAS, Property Owner owns in fee that certain real property commonly known as 13760 University Boulevard, Gainesville, Virginia 20155 and more particularly described on Exhibit A attached hereto (the “Land”);

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Document

Exhibit 10.2

EXECUTION VERSION

                                                                                                                                                                                          

CERTAIN INFORMATION MARKED AS [***] HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO REGULATION S-K, BECAUSE IT IS NOT MATERIAL AND/OR THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

LOAN AGREEMENT

Dated as of June 23, 2026

Among

GCDC PURCHASER PHASE 1 LLC, as Borrower,

and

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION and

GOLDMAN SACHS BANK USA,

collectively, as Lender

v.

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TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS; PRINCIPLES OF CONSTRUCTION

1

Section 1.1.

Definitions

1

Section 1.2.

Principles of Construction

52

ARTICLE II

GENERAL TERMS

53

Section 2.1.

Loan Commitment; Disbursement to Borrower.

53

2.1.1.

Agreement to Lend and Borrow

53

2.1.2.

No Reborrowings

53

2.1.3.

Intentionally Omitted.

53

2.1.4.

The Note, Mortgage and Loan Documents

53

2.1.5.

Use of Proceeds

53

2.1.6.

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MASTER SERVICES AGREEMENT

 

This Master Services Agreement (this “Agreement”) is entered into as of August 21, 2024 (the “Effective Date”), by and between Lohman & Associates, Inc., a California corporation (“L&A”), and Cadrenal Therapeutics, Inc., a Delaware corporation (“Client”).

  

WHEREAS, L&A provides accounting, business strategy and consulting, and fractional chief financial officer services;

 

WHEREAS, Client requires one or more of such services in connection with Client’s business; and

 

WHEREAS, Client wishes to engage, and L&A desires to accept an engagement pursuant to this Agreement as more specifically set forth in any Statement of Work (“SOW”) to perform the services set forth therein.

 

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 

1. SERVICES

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SCOPE OF WORK NUMBER FIVE

FINANCE AND ACCOUNTING CONSULTING SERVICES

1. SERVICES DESCRIPTION AND SPECIFICATIONS

L&A will provide accounting and finance consulting services as requested by Cadrenal Therapeutics, Inc. (the “Client”). Services will be performed by John Sharp (the “Consultant”) as an independent contractor. Consultant shall serve as the Interim Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer of the Client. The following describes the scope of Consultant’s engagement:

 

Onboarding

 

a)

Obtain access to all financial systems, records, and data repositories;

 

b)

Review existing financial and operational materials, including financial statements, forecasts, material agreements, and Board reporting packages; and

 

c)

Meet with management and the existing accounting provider to align on reporting requirements, growth objectives, and priority initiatives; and

 

 

 

d)

Meet with and train with internal company finance team members, as needed.

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SECURITIES PURCHASE AGREEMENT

 

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 23, 2026, by and between ONCOTELIC THERAPEUTICS, INC., a Delaware corporation, with headquarters located at 29397 Agoura Road Suite 107, Agoura Hills, CA 91301 (the “Company”), and PACIFIC PIER CAPITAL II, LP, a Delaware limited partnership, with its address at 285 East Imperial Highway, Suite 203, Fullerton, CA 92835 (the “Buyer”).

 

WHEREAS:

 

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act;

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NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal Amount: $178,410.00

Issue Date: June 23, 2026

Actual Amount of Purchase Price: $157,000.80

 

PROMISSORY NOTE

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CREDIT AGREEMENT

dated as of

June 25, 2026

among

ANDERSEN TAX LLC

the Lenders party hereto, and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

JPMORGAN CHASE BANK, N.A.,

as Sole Bookrunner and Sole Lead Arranger

ASSET BASED LENDING

 

 

 

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TABLE OF CONTENTS

 

 

 

 

  

Page

 

SECTION 1.01

 

Defined Terms

  

 

1

 

SECTION 1.02

 

Classification of Loans and Borrowings

  

 

45

 

SECTION 1.03

 

Terms Generally

  

 

45

 

SECTION 1.04

 

Accounting Terms; GAAP

  

 

45

 

SECTION 1.05

 

Interest Rates; Benchmark Notifications

  

 

46

 

SECTION 1.06

 

[Reserved.]

  

 

46

 

SECTION 1.07

 

Status of Obligations

  

 

46

 

SECTION 1.08

 

Letters of Credit

  

 

47

 

SECTION 1.09

 

Divisions

  

 

47

 

ARTICLE II THE CREDITS

  

 

47

 

SECTION 2.01

 

Commitment

  

 

47

 

SECTION 2.02

 

Loans and Borrowings

  

 

47

 

SECTION 2.03

 

Borrowing Procedures; Requests for Revolving Borrowings

  

 

48

 

SECTION 2.04

 

Protective Advances

  

 

49

 

SECTION 2.05

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PLEDGE AND SECURITY AGREEMENT

THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”) is entered into as of June 25, 2026 by and among Andersen Tax LLC, a Delaware limited liability company (“Borrower”), Andersen Tax Holdings LLC, a Delaware limited liability company (“Holdings”), Andersen Group Inc., a Delaware corporation (“AGI”), AT Umbrella LLC, a Delaware limited liability company (“ATU”), Andersen Global Mobility LLC, a Delaware limited liability company (“Mobility”), and any additional entities which become parties to this Security Agreement by executing a Security Agreement Supplement hereto in substantially the form of Annex I hereto (such additional entities, together with Borrower, Holdings, AGI, ATU, and Mobility each a “Grantor”, and collectively, the “Grantors”), and JPMorgan Chase Bank, N.A., in its capacity as administrative agent (together with its successors and assigns, the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below.

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SUBORDINATION AGREEMENT

THIS SUBORDINATION AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) is entered into as of June 25, 2026, by and among AT UMBRELLA LLC, a Delaware limited liability company (the “Company”), the other Loan Parties (as defined below) party hereto, ANDERSEN AGGREGATOR LLC, a Delaware limited liability company (“Subordinated Creditor”) and JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Senior Secured Parties defined below (“Agent”).

R E C I T A L S

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