Browse EX-10 agreements

Liftoff Non-Employee Director Compensation Policy

The Board of Directors (the “Board”) of Liftoff Mobile, Inc. (the “Company”) has adopted this compensation policy for the Company’s eligible directors (this “Director Compensation Policy”). For purposes of this Director Compensation Policy, “Eligible Director” has the meaning set forth under “Eligibility” below. Equity awards under this Director Compensation Policy will be granted under the Company’s 2026 Omnibus Incentive Plan, as it may be amended or amended and restated from time to time (the “Plan”). This Director Compensation Policy shall become effective upon the Effective Date (as herein defined), and shall remain in effect until it is amended, modified or terminated by further action of the Board.

Cash Compensation

Eligible Directors are entitled to receive the following cash compensation for their service under this Director Compensation Policy:

●$50,000 retainer per year for each Eligible Director;

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as of July 30, 2026

RESTRICTED STOCK UNIT GRANT NOTICE
UNDER THE
LIFTOFF MOBILE, INC.
2026 OMNIBUS INCENTIVE PLAN

(RSU Grant – Non-Employee Director)

Liftoff Mobile, Inc., a Delaware corporation (the “Company”), pursuant to the Liftoff Mobile, Inc. 2026 Omnibus Incentive Plan (as amended and/or restated from time to time, the “Plan”), hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below (the “RSUs”). The RSUs are subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Agreement (attached hereto) (the “RSU Agreement”), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.

Participant:    [NAME]

Date of Grant:     [DATE]

Number of RSUs:     [#####]

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**Exhibit 10.3 **

EXECUTION COPY

PLEDGE AND SECURITY AGREEMENT

THIS PLEDGE AND SECURITY AGREEMENT (the “Agreement”) is dated as of May 7, 2026, and is by DOLPHIN ENTERTAINMENT, INC., a Florida corporation (“Pledgor”), in favor of FVP SERVICING, LLC, in its capacity as administrative agent for the Lenders under the Loan Agreement (as defined below) (the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such term in the Loan Agreement.

BACKGROUND

1.Pledgor is the owner of the number of the Equity Interests listed next to its name on Schedule A in SHORE FIRE MEDIA, LTD., a New York corporation, and THE DOOR MARKETING GROUP, LLC, a New York limited liability company (each, a “Pledged Entity” and, together, “Pledged Entities”).

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EXECUTION COPY

LOAN AGREEMENT

This LOAN AGREEMENT (this “Agreement”) dated as May 7, 2026, is made by and among SHORE FIRE MEDIA, LTD., a New York corporation (“Shore Fire”), and THE DOOR MARKETING GROUP, LLC, a New York limited liability company (“The Door”; The Door and Shore Fire, each, a “Borrower” and, together, “Borrowers”); each other Loan Party (as defined below) from time to time party hereto; each financial institution that from time to time is a Lender (as defined below) hereunder; and FVP SERVICING, LLC, a Delaware limited liability company (in its capacity as administrative agent for the Lenders, the “Administrative Agent” and together with Borrowers and the Lenders, the “Parties”, and each, a “Party”).

W I T N E S S E T H:

WHEREAS, Borrowers have requested that the Lenders extend credit to Borrowers in the form of a term loan credit facility more particularly described herein, and the Lenders are each willing to do so on the terms, conditions and provisions set forth herein.

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EXECUTION COPY

SECURITY AGREEMENT

THIS SECURITY AGREEMENT is made and effective as of May 7, 2026, by and among each “Grantor” identified on the signature pages hereto, and each other direct or indirect Subsidiary of any Grantor added as a “Grantor” hereunder (each, a “Grantor”; collectively, the “Grantors”), in favor of FVP SERVICING, LLC, a Delaware limited liability company, as administrative agent (including any successor, participant, assignee or transferee thereof, “Administrative Agent”) for itself and the Lenders (as defined in the Loan Agreement referred to below).

R E C I T A L S

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SECOND AMENDED AND RESTATED DST DEALER MANAGER AGREEMENT

June 26, 2026

Blue Owl Securities LLC

399 Park Avenue, 38th floor
New York, NY 10022

Ladies and Gentlemen:

This Second Amended and Restated DST Dealer Manager Agreement (this “Agreement”) is entered into by and among Blue Owl Real Estate Exchange LLC, a Delaware limited liability company (the “Sponsor”), Blue Owl Securities LLC, a Delaware limited liability company (the “Dealer Manager”) and, solely with respect to its obligations with respect to the OP Unit Investor Servicing Fee set forth in Section 4hereof, Blue Owl NLT Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”).

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AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

BETWEEN

Southland Holdings, Inc.

AND

Keith Bassano

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This **AMENDED AND RESTATED EMPLOYMENT AGREEMENT **(this "Agreement") is made and entered into by and between Southland Holdings, Inc., a Delaware corporation (the "Employer"), and Keith Bassano (the "Employee"), effective as of August 11, 2026.

WHEREAS, on May 9, 2025, the Employer and Employee entered that certain Employment Agreement, establishing the terms and conditions of Employee's employment with the Employer;

WHEREAS, the Employer desires to continue employing the Employee, and the Employee desires to continue being employed by the Employer, on the terms and subject to the conditions hereinafter set forth;

WHEREAS, this Agreement amends and restates the Employment Agreement, and the Employment Agreement as well as any of Employee's rights or entitlements under the same are of no further force or effect;

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EXECUTION VERSION

FACILITY UPSIZE AND LENDER JOINDER AGREEMENT

This FACILITY UPSIZE AND LENDER JOINDER AGREEMENT (this “Joinder”) is made as of June 3, 2026 by and among the Borrower (as defined below), Sumitomo Mitsui Banking Corporation as the Administrative Agent (as defined below) and the Additional Lender listed on Schedule 1 hereto (the “Additional Lender”).

Reference is made to that certain Revolving Credit Agreement, dated as of January 9, 2024, entered into by and among K-PRIME AG Financing LP, a limited partnership formed under the laws of the Province of Ontario, acting by its general partner K-Prime Hedge-Finance GP Limited, an exempted company duly incorporated with limited liability under the laws of the Cayman Islands, as the borrower (the “Borrower”), Sumitomo Mitsui Banking Corporation and KKR Capital Markets, as the joint lead arrangers, each lending institution that becomes a lender thereunder (the “Lenders”), and Sumitomo Mitsui Banking Corporation, as the administrative agent (in such capacity, the “Administrative Agent”) (as the same may be modified, amended,

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EXECUTION VERSION

FIRST AMENDMENT AND LENDER JOINDER
TO REVOLVING CREDIT AGREEMENT

This FIRST AMENDMENT AND LENDER JOINDER TO REVOLVING CREDIT AGREEMENT, dated as of June 17, 2026, (this “Amendment and Joinder”), is entered into by and among K-PEC LIQUIDITY LIMITED, an exempted company incorporated in the Cayman Islands with limited liability (the “Borrower Representative”), as a borrower, the other parties listed on the signature pages hereto as “Borrowers” (collectively with the Borrower Representative, the “Borrowers”), SUMITOMO MITSUI BANKING CORPORATION (“SMBC”), as the administrative agent (in such capacity, the “Administrative Agent”), the Lenders identified on the signature pages hereto as “Existing Lenders” (the “Existing Lenders”), and the lending institution identified on the signature pages hereto as a “New Lender” (the “New Lender” and together with the Existing Lenders, the “Lenders”).

RECITALS

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CERTAIN INFORMATION IDENTIFIED BY BRACKETED ASTERISKS ([***]) HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

License Agreement

This LICENSE AGREEMENT (the “Agreement”) is dated as of April 30, 2026, by and among GreenLight Ventures LLC, a limited liability company (“GLV” or “Licensor”), and PONM, Inc., a North Carolina corporation (“PONM” or “Licensee”).

RECITALS

A. PONM is a wholly-owned subsidiary of GLV, formerly known as Project OBOT Network Management, LLC, a North Carolina limited liability company,

B. The Parties desire to replace the existing Contribution and License Agreement, dated August 1, 2025, and associated Addendum No. 1, between the Parties with this Agreement.

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CERTAIN INFORMATION IDENTIFIED BY BRACKETED ASTERISKS ([***]) HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”), dated as of May 11, 2026, is entered into between GREENLIGHT VENTURES, LLC, a North Carolina limited liability company (“Seller”), and NEXALIN TECHNOLOGY, INC., a Delaware corporation (“Buyer”). Capitalized terms used in this Agreement have the meanings given to such terms herein.

RECITALS

WHEREAS, Seller owns 100 shares of common stock (the “Shares”), no par value, of PONM, Inc., a North Carolina corporation (the “Company”), representing all of the issued and outstanding shares of common stock of the Company;

WHEREAS, Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, the Shares, subject to the terms and conditions set forth herein;

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CERTAIN INFORMATION IDENTIFIED BY BRACKETED ASTERISKS ([***]) HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

THIRD AMENDMENT TO OFFICE LEASE

This THIRD AMENDMENT TO OFFICE LEASE (this “Third Amendment”) is entered into and executed on July ___, 2026, but is effective as of March 1, 2026 (the “Effective Date”), by and between NEXALIN TECHNOLOGY, INC., a Delaware corporation (“Tenant”), and NUTEX HQ LLC, a Texas limited liability company (“Landlord”).

RECITALS

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