Browse EX-10 agreements

SEVERANCE AGREEMENT AND GENERAL RELEASE

This SEVERANCE AGREEMENT AND GENERAL RELEASE (“Severance Agreement”) is entered into by and between PSQ Holdings, Inc. (the “Company”) and Michael Hebert (“Employee”) as of May 26, 2026 (the “Effective Date”).

WHEREAS, Employee has been employed by the Company and/or its subsidiary in several positions pursuant to that certain Employment Agreement dated July 19, 2023, as amended January 6, 2026 (the (“Employment Agreement”);

WHEREAS, Employee’s employment with Company will terminate effective as of May 31, 2026 (the “Separation Date”), and the Parties wish to fully and finally satisfy and release all rights, responsibilities, and obligations of the Company and Employee under the Employment Agreement; and

WHEREAS, Employee and the Company desire to preserve the goodwill between the parties, and dispose of all claims that Employee may have, or may have had, against the Company;

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FIRST AMENDMENT TO AMENDED AND RESTATED LICENSE AGREEMENT

This First Amendment to Amended and Restated License Agreement (this “First Amendment”) is dated as of May 29, 2026 (the “Amendment Effective Date”) and is entered into by and between Paragon Therapeutics, Inc., a corporation organized under the laws of the State of Delaware (“Paragon”), having its principal place of business at 221 Crescent Street, Building 23, Suite 105, Waltham, MA 02453, and Spyre Therapeutics, Inc. (“Spyre”), a corporation organized under the laws of the State of Delaware, having its principal place of business at 221 Crescent Street, Building 23, Suite 105, Waltham, MA 02453. Paragon and Spyre are also referred to herein individually as a “Party”, or collectively as the “Parties.”

RECITALS

Whereas, the Parties are party to that certain Amended and Restated License Agreement dated as of February 24, 2025 (the “Agreement”); and

Whereas, the Parties wish to amend the Agreement as set forth in this First Amendment.

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FIRST AMENDMENT TO IL-23 LICENSE AGREEMENT

This First Amendment to IL-23 License Agreement (this “First Amendment”) is dated as of May 29, 2026 (the “Amendment Effective Date”) and is entered into by and between Paragon Therapeutics, Inc., a corporation organized under the laws of the State of Delaware (“Paragon”), having its principal place of business at 221 Crescent Street, Building 23, Suite 105, Waltham, MA 02453, and Oruka Therapeutics, Inc. (“Oruka”), a corporation organized under the laws of the State of Delaware, having its principal place of business at 885 Oak Grove Ave., Menlo Park, CA 94025. Paragon and Oruka are also referred to herein individually as a “Party”, or collectively as the “Parties.”

Recitals

Whereas, the Parties are party to the IL-23 License Agreement dated as of December 17, 2024 (the “Agreement”); and

Whereas, the Parties wish to amend the Agreement as set forth in this First Amendment.

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Exhibit 10.1

MEMORANDUM OF UNDERSTANDING

This Memorandum Of Understanding (the “MOU”), dated as of May 26, 2026 (the “Effective Date”), by and between CoreTer LLC, a Nevada Limited Liability Company with an office at 14110 Ridge Road, Sutter Creek, CA 95685 (“CoreTer”), and Purebase Corporation, a Nevada corporation with an office at 14110 Ridge Road, Sutter Creek, CA 95685 (“Purebase”). CoreTer and Purebase are individually referred to as a “Party” and collectively as “Parties.”

1.	PURPOSE AND INTENT

This MOU sets forth the principal terms pursuant to which CoreTer proposes to transfer to Purebase (the “Asset Transfer”) twenty percent (20%) net proceeds from the Exclusive Mining Option and Development Agreement dated March 19, 2026, by and between CoreTer and Dexter Mining LLC (the “Keystone Contract”). This arrangement is intended to support Purebase’s transition from a single-product agricultural minerals supplier into a highly diversified Resource Development Company.

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1632427500.2 DB2/ 652406547.6 SEVENTH AMENDMENT TO CREDIT AGREEMENT This SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of May 28, 2026, is entered into by and among (a) INSIGHT ENTERPRISES, INC., a Delaware corporation, INSIGHT NORTH AMERICA, INC., an Arizona corporation, INSIGHT DIRECT USA, INC., an Illinois corporation, INSIGHT PUBLIC SECTOR, INC., an Illinois corporation, INSIGHT RECEIVABLES, LLC, an Illinois limited liability company, PCM, INC., a Delaware corporation, INSIGHT DIRECT PHILIPPINES, LLC (FORMERLY KNOWN AS PCM BPO, LLC), a Delaware limited liability company, SADA SYSTEMS, LLC, a Delaware limited liability company, and INFOCENTER.IO, LLC, a Delaware limited liability company (collectively, the “U.S. Borrowers”), (b) INSIGHT DIRECT (UK) LTD, a company incorporated under the laws of England with registration number 02579852 and INSIGHT NETWORKING SOLUTIONS LIMITED, a company incorporated under the laws of England with registration number 04482870 (collectively, the “U.K. Borrowers”), (c) INSIGHT ENTERPRISES NETHERLANDS B.V., a besloten vennootschap

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Exhibit 10.1

AP ADVISORS LLC

May 22, 2026

America’s Car-Mart, Inc.

1805 N 2nd St Suite 401

Rogers, AR 72756

Attn: Board of Directors

Ladies and Gentlemen:

This letter engagement agreement (“Agreement”) is entered into by and among AP Advisors LLC, a Delaware limited liability company (“APLLC”), Adam Paul, an individual and the Managing Member of APLLC (“Adam Paul” and collectively with APLLC, the “AP Parties”), on the one hand, and America’s Car-Mart, Inc., a Texas corporation (“Company”), and confirms and sets forth the terms and conditions of the engagement (the “Engagement”) of the AP Parties by the Company, including the scope of the services to be performed and the basis of compensation for those services.

1.                  Description of Services.

(a) Independent Board Member. In connection with this Engagement, Adam Paul shall serve as an independent member (“IBM”) of the Board of Directors of the Company (the “Board”). No other person or entity shall act as an IBM under this Agreement.

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Exhibit 10.4

Lock-Up Agreement

May [__], 2026

Dawson James Securities, Inc.

101 N. Federal Highway, Suite 600

Boca Raton, FL 33432

Ladies and Gentlemen:

The undersigned understands that Dawson James Securities, Inc. (the “Placement Agent”) has entered into a Placement Agency Agreement with Wellgistics Health, Inc., a Delaware corporation (the “Company”), which provides that Dawson James Securities, Inc. (the “Placement Agent”) shall serve as the exclusive placement agent for the Company, on a best efforts basis, in connection with the proposed private offering and placement (the “Offering”) by the Company of its securities, as further described in the securities purchase agreement (the “Securities Purchase Agreement”), dated as of May [__], 2026 , by and between the Company and the purchasers identified on the signature pages thereto (each, including its successors and assigns, a “Purchaser,” and collectively the “Purchasers”). Capitalized terms used and not otherwise defined

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Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of May 27, 2026, between Wellgistics Health, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser,” collectively the “Purchasers” and together with the Company, the “Parties”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 promulgated thereunder, the Company desires to issue and sell to the Purchasers, and the Purchasers desire to purchase from the Company, securities of the Company as more fully described in this Agreement (the “Offering”).

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Purchasers agree as follows:

ARTICLE I

DEFINITIONS

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Exhibit 10.3

PLACEMENT AGENCY AGREEMENT

Dawson James Securities, Inc. 101 North Federal Highway Boca Raton, Florida 33432

May 27, 2026

Ladies and Gentlemen:

This letter (this “Agreement”) constitutes the agreement between Wellgistics Health, Inc., a Delaware corporation (the “Company”) and Dawson James Securities, Inc. (“Dawson” or the “Placement Agent”) pursuant to which Dawson shall serve as the exclusive placement agent, on a best efforts, agency basis, in connection with the proposed private placement offering (the “Offering”) by the Company of its equity or equity-linked securities (the “Securities”), as more fully described in this Agreement and the Securities Purchase Agreement (as defined below). The Offering will be conducted pursuant to Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and limited to “accredited investors” as that term is defined under Rule 501 of Regulation D. Nothing in this Agreement may be construed

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Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 27, 2026, between Wellgistics Health, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

This Agreement is made pursuant to the Securities Purchase Agreement, dated on or about the date hereof, between the Company and the Purchasers (the “Securities Purchase Agreement”).

The Company and each Purchaser hereby agrees as follows:

ARTICLE 1

Definitions.

Capitalized terms used and not otherwise defined herein that are defined in the Securities Purchase Agreement shall have the meanings given such terms in the Securities Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Advice” shall have the meaning set forth in Section 6.3.

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TWELFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

THIS TWELFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Twelfth Amendment”), dated as of May 29, 2026, is entered into among American Airlines, Inc., a Delaware corporation (the “Borrower”), American Airlines Group Inc., a Delaware corporation (the “Parent” or the “Guarantor”), Morgan Stanley Bank, N.A., as the designated lender of 2026 Replacement Term Loans referred to below (in such capacity, the “Designated 2026 Replacement Term Lender”), Morgan Stanley Bank, N.A., as the lender of 2026 Incremental Term Loans referred to below (in such capacity, the “2026 Incremental Term Lender”), and Citibank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided to such terms in the Credit Agreement referred to below.

W I T N E S S E T H:

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MOUNTAIN VIEW RESEARCH PARK

OFFICE LEASE

This Office Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between BXP RESEARCH PARK LP, a Delaware limited partnership (“Landlord”), and MATTERNET, INC., a Delaware corporation (“Tenant”).

SUMMARY OF BASIC LEASE INFORMATION

TERMS OF LEASE		DESCRIPTION
1.	Date:	May 13, 2025
2.	Premises (Article 1).
	2.1 Building:	355/365 Ravendale Avenue, Mountain View, CA 94043
	2.2 Premises:	Approximately 12,769 rentable square feet of space located on the first (1st) floor of the Building and commonly known as 355 Ravendale, as further set forth in Exhibit A to the Office Lease.
3.	Lease Term (Article 2).
	3.1 Lease Term:	Eighteen (18) months
	3.2 Lease Commencement Date:	June 1, 2025.

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