Browse EX-10 agreements

NOTE PURCHASE AGREEMENT

(Aggregate Principal Amount: $5,000,000)

THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of July [*], 2026, by and among Stewards, Inc., a Nevada corporation (the “Company”), and the persons and entities listed on the schedule of investors attached hereto as Schedule I (each an “Investor” and, collectively, the “Investors”).

RECITALS

A. On the terms and subject to the conditions set forth herein, each Investor is willing to purchase from the Company, and the Company is willing to sell to such Investor, a Secured Convertible Promissory Note in the principal amount set forth opposite such Investor’s name on Schedule I hereto, together with a Common Stock Purchase Warrant.

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MEZZANINE SUBORDINATION OF ASSET MANAGEMENT AGREEMENT

This MEZZANINE SUBORDINATION OF MANAGEMENT AGREEMENT (this “Subordination”) is made as of July 24, 2026, by BLOCK 40 HOLDCO LLC, a Delaware limited liability company (“Borrower”) and 1818 MEZZ LENDER LLC, a Delaware limited liability company (together with its successors and/or assigns, “Lender”), and is consented and agreed to by GCF DEVELOPMENT, LLC, a Florida limited liability company (“Agent”).

RECITALS

A.                Pursuant to the terms of that certain Mezzanine Loan Agreement of even date herewith by and between Borrower and Lender (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Loan Agreement”), Lender has agreed to loan to Borrower the principal sum of up to $10,000,000.00 (“Loan”) for the purposes specified in the Loan Agreement.

B.                 Borrower is the owner of 100% of the equity interests in Mortgage Borrower, which it has pledged to Lender as security for the Loan pursuant to the Pledge and Security Agreement.

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PLEDGE AND SECURITY AGREEMENT

This PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of July 24, 2026 is made by BLOCK 40 HOLDCO LLC, a Delaware limited liability company, having an address at c/o Stewards, Inc., 4300 N. University Drive, Suite D105, Lauderhill, FL 33351 (“Borrower”), to 1818 MEZZ LENDER LLC, a Delaware limited liability company, having an address at c/o CCL Capital, 420 Lexington Avenue, Suite 2100, New York, NY 10170 (together with its successors and assigns, “Lender”).

Recitals:

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THIS DOCUMENT WAS DRAFTED BY

AND WHEN RECORDED RETURN TO:

Tyler K. Olson, Esq.

Fox Rothschild LLP

33 South Sixth Street, Suite 3600

Minneapolis, MN 55402-3338

(612) 607-7000

ASSIGNMENT OF LEASES AND RENTS

THIS ASSIGNMENT OF LEASES AND RENTS (“Assignment”), is made as July 24, 2026, by BLOCK 40 PROPERTY, LLC, a Delaware limited liability company (“Borrower”), as assignor, for the benefit of VMC CRE MASTER LENDING UPPER REIT LLC, a Delaware limited liability company (together with its successors and/or assigns, “Lender”), as assignee.

RECITALS

A.       This Assignment is given to secure a loan (the “Loan”) made by Lender to Borrower pursuant to that certain Loan Agreement of even date herewith between Borrower and Lender (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”) and evidenced by that certain Note (as defined in the Loan Agreement) and secured by, among other things, the Security Instrument (as defined in the Loan Agreement).

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ACKNOWLEDGEMENT AND CONSENT

Block 40 Property, LLC, a Delaware limited liability company (individually and/or collectively, as the context may suggest or require, the “Mortgage Borrower”), hereby acknowledges receipt of a copy of that certain Pledge and Security Agreement, dated as of the date hereof, by Borrower in favor of Lender (the “Pledge Agreement”) and acknowledges that Borrower is bound thereby. Terms used herein but not otherwise defined herein shall have the respective meanings ascribed to them in the Pledge Agreement.

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THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION UNDER SUCH LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT.

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CONVERTIBLE PROMISSORY NOTE

$25,000,000.00 (the “Available Amount”

as adjusted in accordance with the terms herein)

July 27, 2026 (the “Closing Date”)

FOR VALUE RECEIVED, HOPCO Intermediate Holdings II, Inc., a Delaware corporation (the “Issuer”), promises to pay to STEWARDS, INC. (the “Holder”), the Repayment Amount (as defined below) of this Convertible Promissory Note (this “Note”) calculated in accordance with Section 3 of this Note.

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MEZZANINE LIMITED GUARANTY

THIS MEZZANINE LIMITED GUARANTY (“Guaranty”) is given as of July 24, 2026, by STEWARDS, INC., a Nevada corporation, SHAUN A. QUIN, an individual, GLEN STEWARD, an individual, CHARLES R. ABELE, an individual, and PETER J. JAGO, an individual (individually and collectively (as the context requires), the “Guarantor”), in favor of 1818 MEZZ LENDER LLC, a Delaware limited liability company (together with its successors and/or assigns, “Lender”).

RECITALS

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*MEZZANINE LIMITED payment GUARANTY *

THIS MEZZANINE LIMITED PAYMENT GUARANTY (“Guaranty”) is made as of July 24, 2026, by STEWARDS, INC., a Nevada corporation, SHAUN A. QUIN, an individual, GLEN STEWARD, an individual, CHARLES R. ABELE, an individual, and PETER J. JAGO, an individual (individually and collectively (as the context requires), the “Guarantor”), in favor of 1818 MEZZ LENDER LLC, a Delaware limited liability company (collectively with its successors or assigns “Lender”).

RECITALS

A.        Pursuant to the terms of that certain Mezzanine Loan Agreement of even date herewith by and between BLOCK 40 HOLDCO LLC, a Delaware limited liability company (“Borrower”), and Lender (as the same may be amended, modified, supplemented or replaced from time to time, the “Loan Agreement”), Lender made a mezzanine loan to Borrower in the principal sum of Ten Million and 00/100 Dollars ($10,000,000.00) (the “Loan”) for the purposes specified in, and subject to the terms of, the Loan Agreement.

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LOAN SOURCING, CONSULTING AND OTHER SERVICES AGREEMENT

This LOAN SOURCING, CONSULTING AND OTHER SERVICES AGREEMENT

(“Agreement”) is made effective as of July 27, 2026 (the “Effective Date”) by and between Remora Capital Management, LLC (“RCM”), Remora Capital Corporation (the “Fund”) and Sound Point Capital Management, LP (“Service Provider”).

RECITALS

A.	RCM has been retained by the Fund to provide investment advisory services to the Fund.

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LETTER AGREEMENT

July 29, 2026

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Game Your Game, Inc.
405 Waverley Street

Palo Alto, CA 94301

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Re: Series A Convertible Preferred Stock

Ladies and Gentlemen:

Reference is made to the Certificate of Designation of Preferences and Rights of Series A Convertible Preferred Stock (as amended, supplemented or otherwise modified from time to time, the “Certificate of Designation”) of Game Your Game, Inc., a Nevada corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Certificate of Designation.

Game Your Game, Inc. and Grafiti Group LLC (“Grafiti”) hereby agree as follows:

1. Status of Grafiti. Grafiti acknowledges and agrees that, as of the date of the initial issuance of shares of Series A Stock, Grafiti is (i) the sole holder of all issued and outstanding shares of Series A Stock and (ii) the Controlling Stockholder of the Company.

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***TRANSITION AGREEMENT ***

THIS TRANSITION AGREEMENT (this “Agreement”) is entered into as of the 29th day of July, 2026, by and between Cabot Corporation (“Cabot” or the “Company”) and Sean D. Keohane (“Keohane”).

WHEREAS, in connection with his retirement from Cabot and the parties’ agreement to the terms of this Agreement, Keohane has provided Cabot his resignation as Cabot’s President and Chief Executive Officer, and as a Director of the Company, effective September 30, 2026 (the “Transition Date”).

WHEREAS, to provide a smooth transition of responsibilities, Cabot desires Keohane to remain an employee through December 31, 2026 (the period from the Transition Date through the date Keohane’s employment terminates, hereinafter referred to as the “Retirement Date”, is hereinafter referred to as the “Transition Period”), and Keohane is willing to do so, on the terms and conditions set forth below.

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THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE (THE “SECURITIES”) HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT” OR THE “SECURITIES ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY NOTE ISSUED IN EXCHANGE FOR THIS NOTE AND ANY SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE (EXCEPT AS OTHERWISE PROVIDED BELOW).

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CONVERTIBLE PROMISSORY NOTE

CN-1	Effective July 28, 2026

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