Browse EX-10 agreements

Execution Version

LOAN AGREEMENT

dated as of

July 17, 2026

among

STONE POINT CREDIT INCOME FUND,

as Borrower,

The Lenders Party Hereto,

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

as Administrative Agent

and

STONE POINT CREDIT INCOME ADVISER LLC, as Portfolio Manager

Table of Contents

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ARTICLE I MISCELLANEOUS

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Execution Version

AMENDED AND RESTATED

LOAN AND SECURITY AGREEMENT

dated as of

July 17, 2026

among

SPCIF Funding I LLC, as Company

The Lenders Party Hereto

The Collateral Administrator, Collateral Agent and Securities Intermediary Party Hereto

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

as Administrative Agent

and

STONE POINT CREDIT INCOME ADVISER LLC,
as Portfolio Manager

Table of Contents

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Docusign Envelope ID: 16FA43DF-C4B2-83D1-81CE-3199BF05D116DBE008B0-231F 54-8163-91F238B1 CD9CD68D4 1-0854 969 08C-CC 126B4776

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Docusign Envelope ID: 16FA43DF-C4B2-83D1-81CE-3199BF05D116DBE008B0-231F 54-8163-91F238B1 CD9CD68D4 1-0854 969 08C-CC 126B4776

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Docusign Envelope ID: 16FA43DF-C4B2-83D1-81CE-3199BF05D116DBE008B0-231F 54-8163-91F238B1 CD9CD68D4 1-0854 969 08C-CC 126B4776

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Docusign Envelope ID: 16FA43DF-C4B2-83D1-81CE-3199BF05D116DBE008B0-231F 54-8163-91F238B1 CD9CD68D4 1-0854 969 08C-CC 126B4776

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Docusign Envelope ID: 16FA43DF-C4B2-83D1-81CE-3199BF05D116DBE008B0-231F 54-8163-91F238B1 CD9CD68D4 1-0854 969 08C-CC 126B4776

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Docusign Envelope ID: 16FA43DF-C4B2-83D1-81CE-3199BF05D116DBE008B0-231F 54-8163-91F238B1 CD9CD68D4 1-0854 969 08C-CC 126B4776

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#1018487v11 Addendum of Additional Terms This Addendum of Additional Terms (“Addendum”) is attached to the Commercial Contract dated as of July ____, 2026 (the “Commercial Contract”) and alters certain provisions of such Commercial Contract. Capitalized but otherwise undefined terms used in this Addendum shall have the meanings set forth in the Commercial Contract. Except as expressly amended by this Addendum, all terms and conditions of the Commercial Contract shall remain fully effective and enforceable. In the event of any conflict between the terms and conditions of the Commercial Contract and this Addendum, this Addendum shall control. The Commercial Contract as modified by the Addendum shall be referred to as the “Contract”. The Contract represents the entire agreement by and between the Buyer and the Seller and effectively supersedes and replaces any and all prior negotiations, discussions, emails, text messages, and/or other communications, such that the Contract shall be the sole instrument governing the purchase and sale of the Property. (i) the initial Deposit of $500

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STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of July 21, 2026, by and between ClearSign Technologies Corporation, a Delaware corporation (the “Company”) and Otter Capital LLC, a California limited liability company (the “Purchaser”).

WHEREAS, the Purchaser desires to purchase, and the Company desires to sell, an aggregate of 500,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), upon the terms and conditions hereof; and

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an exemption from the registration requirements of Section 5 of the Securities Act (as defined below) contained in Section 4(a)(2) thereof and/or Regulation D thereunder, the Company desires to issue and sell the Shares to the Purchaser, and Purchaser desires to purchase the Shares from the Company, as more fully described in this Agreement.

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July 21, 2026

ClearSign Technologies Corporation

8023 East 63rd Place, Suite 101

Tulsa, OK 74133

Attention: Colin James Deller, Chief Executive Officer

Re:    Waiver Regarding Restrictions on Sales of Capital Stock

Dear Dr. Deller:

Reference is made to that certain Underwriting Agreement, dated as of May 28, 2026 (the “Agreement”), between ClearSign Technologies Corporation, a Delaware corporation (the “Company”), and Newbridge Securities Corporation (the “Underwriter”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

Reference is further made to that certain proposed investment in the Company by Otter Capital LLC, a California limited liability company, pursuant to a stock purchase agreement to be entered into by the Company and Otter Capital LLC on substantially the terms currently contemplated by the Company and Otter Capital LLC as of the date hereof (the “Otter Transaction”).

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PRIVATE AND CONFIDENTIAL SECURITIES PURCHASE AGREEMENT BY AND AMONG HF FOODS GROUP INC. HF ACQUISITION NEWCO INC., HF TORO CANADA HOLDINGS INC., SEARAY FOODS INC., MORGAN FOODS INC. THE SELLERS, AND JACKIE CHI FAI CHAN, AS SELLERS REPRESENTATIVE JULY 17, 2026

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TABLE OF CONTENTS Page -i- ARTICLE I THE TRANSACTIONS ....................................................................................................... 1 1.1 Purchase and Sale – Searay Canada .............................................................................. 1 1.2 Purchase and Sale – Morgan Foods ............................................................................... 2 1.3 Closing............................................................................................................................... 2 1.4 Closing Deliverables. ....................................................................................................... 2 1.5 Tax Consequences .....................................................

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THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT IN COMPLIANCE WITH, OR PURSUANT TO AN EXEMPTION FROM, THE REGISTRATION REQUIREMENTS OF SUCH ACT AND THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH STATE SECURITIES LAWS.

FORM OF UNSECURED PROMISSORY NOTE

July 17, 2026		$3,500,000.00

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SECURITIES PURCHASE AGREEMENT

by and between

GRAVITAS COLLECTIVE CORP.

and

CANTON STRATEGIC HOLDINGS, INC.,

dated as of

July 17, 2026

TABLE OF CONTENTS

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ARTICLE I PURCHASE AND SALE		2
Section 1.1	Purchase and Sale of Purchased Securities	2

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BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT

July 17, 2026

THIS BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), is made and entered into as of the date first set forth above, by and between Gravitas Life Sciences, LLC, a Delaware limited liability company (as successor-in-interest to the Prior Corporation (as defined below)) (“Transferor”) and Tharimmune SPV1, LLC, a Delaware limited liability company (“Transferee”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement (as defined below).

**WHEREAS, **prior to the consummation of the transactions contemplated by this Agreement, Gravitas Life Sciences, Inc. converted from a Delaware corporation to a Delaware limited liability company, with the resulting limited liability company being Transferor (the “Conversion”).

** **

WHEREAS, on the date hereof and as a result of the Conversion, Transferor holds all assets held by the Prior Corporation as of immediately prior to the Conversion.

** **

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SUPPORT AGREEMENT

This Support Agreement (this “Agreement”), dated as of July 22, 2026 (the “Effective Date”), is entered into by and between Northrim BanCorp, Inc., an Alaska corporation (“Parent”) and the undersigned shareholder (the “Shareholder”) of PBCO Financial Corporation, an Oregon corporation (the “Company”).

WHEREAS, subject to the terms and conditions of the Agreement and Plan of Merger (as the same may be amended, supplemented or modified, the “Merger Agreement”), dated as of the date hereof, by and among Parent, Whitewater Sub, Inc., a wholly owned subsidiary of Parent (“Merger Sub”), and the Company, the Company will be merged with and into Merger Sub, with Merger Sub as the surviving corporation (the “Merger”) and immediately following the Merger, Merger Sub will be merged with and into Parent (the “Second Step Merger” and together with the Merger, the “Mergers”);

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VOTING AND SUPPORT AGREEMENT

This Voting and Support Agreement (this “Agreement”), dated as of July 22, 2026 (the “Effective Date”), is entered into by and between Northrim BanCorp, Inc., an Alaska corporation (“Parent”) and the undersigned nonemployee director (the “Director”), a shareholder of PBCO Financial Corporation, an Oregon corporation (the “Company”).

WHEREAS, subject to the terms and conditions of the Agreement and Plan of Merger (as the same may be amended, supplemented or modified, the “Merger Agreement”), dated as of the date hereof, by and among Parent, Whitewater Sub, Inc., a wholly owned subsidiary of Parent (“Merger Sub”), and the Company, the Company will be merged with and into Merger Sub, with Merger Sub as the surviving corporation (the “Merger”) and immediately following the Merger, Merger Sub will be merged with and into Parent (the “Second Step Merger” and together with the Merger, the “Mergers”);

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