Browse EX-10 agreements

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CUENTAS, INC.

and

OLDE MONMOUTH STOCK TRANSFER CO., INC., as

Warrant Agent

Amended and Restated Warrant Agency Agreement

Dated as of September 30, 2026

(Amending and Restating Warrant Agency Agreement dated February 1, 2021)

WARRANT AGENCY AGREEMENT

AMENDED AND RESTATED WARRANT AGENCY AGREEMENT, dated as of September 30, 2026 (this “Agreement”), between Cuentas, Inc., a corporation organized under the laws of the State of Florida (the “Company”), and Olde Monmouth Stock Transfer Co., Inc., a corporation organized under the laws of New Jersey (the “Warrant Agent”).

W I T N E S S E T H

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Execution Version

**FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY **

**AGREEMENT **

This First Amendment to Second Amended and Restated Loan and Security Agreement (this “Amendment”), dated as of September 24, 2026, is entered into by and among GOLDMAN SACHS PRIVATE MIDDLE MARKET CREDIT II SPV II LLC (the “Company”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, EVERBANK, N.A. and MUFG BANK, LTD., (each, a “Lender” and collectively, the “Lenders”), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as administrative agent (the “Administrative Agent”), GOLDMAN SACHS PRIVATE MIDDLE MARKET CREDIT II LLC, as portfolio manager (the “Portfolio Manager”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as collateral agent (in such capacity, the “Collateral Agent”) and collateral administrator (in such capacity, the “Collateral Administrator”) and U.S. BANK NATIONAL ASSOCIATION as securities intermediary (in such capacity, the “Securities Intermediary”). Reference is hereby made to the Second Amended and Restated Loan and Security Agreement (as amended or modified

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MUTUAL TRANSITION AGREEMENT

This Mutual Transition Agreement (this “Agreement”) is entered into as of 17th day of September, 2026 (the “Effective Date”), by and between VIVAKOR, INC., a Nevada corporation (“Vivakor”), VIVAKOR ADMINISTRATION, LLC, a Texas limited liability company (“VIVK Admin”), with Vivakor and VIVK Admin collectively referred to herein as the “Company”), and LESLIE D. PATTERSON, an individual (“Executive”). The Company and Executive may herein be referred to individually as a “Party” or collectively as the “Parties”.

RECITALS

WHEREAS, the Company and Executive are parties to that certain Executive Employment Agreement dated July 1, 2023 (the “Original Agreement”), as amended by that certain First Amendment to Employment Agreement dated February 10, 2025 (the “First Amendment”), as amended by that certain Second Amendment to Employment Agreement dated August 12, 2025 (the “Second Amendment”, with the Original Agreement, First Amendment, and Second Amendment collectively referred to herein as the “Employment Agreement”);

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**SECURITIES PURCHASE AGREEMENT **

This Securities Purchase Agreement (this “Agreement”) is dated as of [•], 2026, between Beasley Broadcast Group, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and, collectively, the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to (i) an effective registration statement under the Securities Act (as defined below), as to the Shares (as defined below), the Pre-Funded Warrants (as defined below) and the Pre-Funded Warrant Shares (as defined below), and (ii) an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof as to the Common Warrants (as defined below) and the Common Warrant Shares (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Ag

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**Execution Version **

**PLACEMENT AGENT AGREEMENT **

September 28, 2026

Beasley Broadcast Group, Inc.

3033 Riviera Drive, Suite 200

Naples, Florida 34103

Dear Ms. Beasley:

This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (“AGP”) as exclusive placement agent (the “Placement Agent”) and Beasley Broadcast Group, Inc., a Delaware corporation (the “Company”), that the Placement Agent shall serve as the exclusive placement agent for the Company, on a “best efforts” basis, in connection with the proposed placement (the “Placement”) of (i) shares of the Company’s Class A common stock, par value $0.001 per share (the “Common Stock”), (ii) pre-funded warrants to purchase shares of Common Stock (the “Pre-Funded Warrants”), and (iii) common stock purchase warrants (the “Common Warrants” and, together with the shares of Common Stock and Pre-Funded Warrants, the “Securities”).

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Execution Version

CREDIT AGREEMENT

dated as of

September 30, 2026

Among

CARRIAGE SERVICES, INC.

The Lenders Party Hereto

and

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent

JPMORGAN CHASE BANK, N.A.,
REGIONS BANK, and
TRUIST BANK
as Joint Lead Arrangers and Joint Bookrunners

REGIONS BANK and
TRUIST BANK
as Co-Syndication Agents

CAPITAL ONE, NATIONAL ASSOCIATION,
as Documentation Agent

TABLE OF CONTENTS

Page

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 29, 2026, between BioStem Technologies, Inc., a Florida 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 as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

The Company and each Purchaser hereby agrees as follows:

1. Definitions.

Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the 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(c).

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of September 29, 2026, between BioStem Technologies, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below), and Rule 506 promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

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 each Purchaser agree as follows:

ARTICLE I.

DEFINITIONS

1.1

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EMPLOYEE MATTERS AGREEMENT

BY AND BETWEEN

MADISON SQUARE GARDEN SPORTS CORP.

(TO BE RENAMED MSG KNICKERBOCKERS CORP.),

MSGS SPINCO, INC.

(TO BE RENAMED MSG RANGERS CORP.)

AND

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

Dated as of September 30, 2026

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**TABLE OF CONTENTS **

				Page
		ARTICLE I
		DEFINITIONS

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TRANSITION SERVICES AGREEMENT

BY AND BETWEEN

MSG SPORTS, LLC

(TO BE RENAMED MSG KNICKS, LLC)

AND

MSG NYR HOLDINGS, LLC

dated as of September 30, 2026

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TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS
Section 1.1. General			1

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September 28, 2026

Mr. Jamaal Lesane

c/o Madison Square Garden Sports Corp.

Two Pennsylvania Plaza

New York, NY 10121

Dear Jamaal: 

This letter agreement (the “Agreement”), effective as of September 28, 2026 (the “Effective Date”), will confirm the terms of your continued employment with Madison Square Garden Sports Corp. (the “Company”) as of the Effective Date.

1. As of the Effective Date, your title will be Executive Vice President, Chief Legal Officer and you will report to the Company’s Executive Chairman and Chief Executive Officer. You agree to devote all of your business time and attention to the business and affairs of the Company and to perform your duties in a diligent, competent, professional and skillful manner and in accordance with applicable law. You shall not undertake any outside business commitments without the Company’s consent.

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*FORM OF TRANSFER CONSENT AGREEMENT *

THIS TRANSFER CONSENT AGREEMENT is made this [•] day of [•], 2026 by and among: (i) the NATIONAL HOCKEY LEAGUE, a joint venture organized as an unincorporated association (the “NHL”); (ii) NEW YORK RANGERS, LLC, a Delaware limited liability company (“Rangers LLC”), RANGERS HOLDINGS, LLC, a Delaware limited liability company (“RH LLC”), MSG NYR HOLDINGS, LLC, a Delaware limited liability company (“MSG NYR Holdings”), and MSGS SPINCO, INC., a Nevada corporation to be renamed MSG Rangers Corp. (“Spinco”) (the entities listed in this clause (ii) are referred to collectively as the “Club Parties”); and (iii) MSG SPORTS, LLC, a Delaware limited liability company to be renamed MSG Knicks, LLC (“MSG Sports”), and MADISON SQUARE GARDEN SPORTS CORP., a Nevada corporation to be renamed MSG Knickerbockers Corp. (“Remainco”) (the entities listed in this clause (iii) are referred to collectively as the “Transferring Parties”, and together with the Club Parties, the “Transaction Parties”).

*Background *

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