Browse EX-10 agreements

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is entered into as of August 24, 2026, by and between Community Bank (the “Bank”) and Bruce A. Sharp (“Executive”) and shall be effective as of May 1, 2026 (the “Effective Time”). Any reference to the “Company” means CB Financial Services, Inc., the stock holding company of the Bank.

WHEREAS, Executive shall continue to serve in the executive positions as described below; and

WHEREAS, the Bank desires to set forth the rights and responsibilities of Executive and the compensation payable to Executive, as modified from time to time; and

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and upon the other terms and conditions hereinafter provided, the parties hereby agree as follows:

1.POSITION AND RESPONSIBILITIES

(a)    Employment. During the Term (as defined in Section 2(a) below), Executive agrees to serve as Senior Executive Vice President and Chief Commercial Banking Officer of the Bank or any successor executive position with the Bank that is agreed to and consented by Executive (the “Executive Position”). Executive will perform the duties and have all powers associated with Executive Position as appropriate for a person in the position of the Executive Position, as well as those assigned by the President and Chief Executive Officer the Bank or as set forth any in job description provided to Executive by the Bank. Executive will report directly to the President and Chief Executive Officer. During the period provided in this Agreement, Executive also agrees to serve, if

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EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is amended and restated in its entirety and entered into as of August 24, 2026, by and between Community Bank (the “Bank”) and John H. Montgomery (“Executive”) and shall be effective, as amended and restated, as of May 1, 2026 (the “Effective Time”). Any reference to the “Company” means CB Financial Services, Inc., the stock holding company of the Bank.

WHEREAS, Executive shall continue to serve in the executive positions as described below; and

WHEREAS, the Bank desires to restate and set forth the rights and responsibilities of Executive and the compensation payable to Executive, as modified from time to time; and

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and upon the other terms and conditions hereinafter provided, the parties hereby agree as follows:

1.POSITION AND RESPONSIBILITIES

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FIRST** AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT**

This FIRST AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT (this “Amendment”), dated as of August 20, 2026, by and among REALTY INCOME CORPORATION, a corporation formed under the laws of the State of Maryland (the “Borrower”), the Lenders party hereto, and TORONTO DOMINION (TEXAS) LLC, as Administrative Agent (the “Administrative Agent”).

WHEREAS, the Borrower, the Lenders, the Administrative Agent and certain other parties have entered into that certain Amended and Restated Term Loan Agreement, dated as of November 18, 2025 (as amended, restated, supplemented or otherwise modified and as in effect immediately prior to the date hereof, the “Loan Agreement”); and

WHEREAS, as permitted by Section 13.6. of the Loan Agreement, the Borrower, the Lenders party hereto constituting all Lenders and the Administrative Agent desire to amend the Loan Agreement subject to the terms and conditions of this Amendment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows:

Section 1. Amendments to Loan Documents. Subject to the conditions precedent set forth in Section 2 below, as of the Amendment Effective Date (as defined below):

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SECOND** AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT**

This SECOND AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT (this “Amendment”), dated as of August 20, 2026, by and among REALTY INCOME CORPORATION, a corporation formed under the laws of the State of Maryland (the “Borrower”), the Lenders party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).

WHEREAS, the Borrower, the Lenders, the Administrative Agent and certain other parties have entered into that certain Amended and Restated Term Loan Agreement, dated as of January 22, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified and as in effect immediately prior to the date hereof, the “Loan Agreement”), wherein, among other things, the Administrative Agent and the Lenders made available to the Borrower senior unsecured term loan facilities in the initial aggregate principal amount of $800,000,000; and

WHEREAS, as permitted by Section 13.6 of the Loan Agreement, the Borrower, the Lenders party hereto constituting all of the Lenders and the Administrative Agent desire to amend the Loan Agreement subject to the terms and conditions of this Amendment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows:

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STOCK TRANSFER AGREEMENT

THIS STOCK TRANSFER AGREEMENT (“Agreement”) is entered on December 9, 2025 with an effective date of November 18, 2025 (the “Effective Date”), by and between CAPSTONE 72, INC., an Ohio for-profit corporation, hereinafter referred to as “Company,” CAPSTONE 72 US HOLDINGS LLC, an Ohio limited liability company, hereinafter referred to as “Transferor,” and STANLEY LAM, hereafter referred to as the “Transferee.”

RECITALS:

** **

WHEREAS, the Company has nine hundred ninety (990) outstanding common shares with no par value (each a “Share”) of which One Hundred (100) Shares are owned by Transferor and Eight Hundred Ninety (890) Shares are held by the Company in treasury; and

WHEREAS, Transferor desires to sell Two-Point-Five (2.5) Shares (collectively referred to as the “Transferred Shares”) to Transferee as of the Effective Date for the consideration set forth herein and Transferee agrees to accept the sale of such Transferred Shares; and

WHEREAS, the parties have agreed that Transferee will receive the Transferred Shares for services rendered and to be rendered as the Company’s Chief Technology Officer (the “Consideration”).

NOW, THEREFORE, in consideration of the premises, the parties agree:

	1.	TRANSFER AND SALE OF COMMON SHARES**.**

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Capstone 72, Inc.

1440 Rockside Rd Suite 118

Rockside Plaza

Parma, OH 44134

(828) 724-6873

December 5, 2025

Re: Independent Director Offer Letter – Mr. Khoo Chin Hang Nicholas Aaron

Dear Mr. Nicholas Khoo:

Capstone 72, Inc., a company incorporated in the State of Ohio (the “Company” or “we”), is pleased to offer you a position as an Independent Director of the Company. We believe your background and experience will be a significant asset to the Company and we look forward to your participation as an Independent Director in the Company. Should you choose to accept this position as an Independent Director, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company. Your appointment shall also be subject to the approval of the Company’s Board of Directors and/or Nomination and Compensation Committees and shall begin upon the Company’s listing on the Nasdaq Capital Market (the “Commencement Date”).

1. Term. This Agreement is effective upon the Commencement Date and shall continue for a term of one year from the Commencement Date subject to the provisions in Section 9 below or until your successor is duly elected and qualified. The position shall be up for re-appointment every year by the board of the Directors of the Company (the “Board”) and upon re-appointment, the terms and provisions of this Agreement shall remain in full force and effect.

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Capstone 72, Inc.

1440 Rockside Rd Suite 118 Rockside Plaza

Parma, OH 44134

(828) 724-6873

April 8, 2026

Re: Independent Director Offer Letter – Mr. Nicholas Costaras

Dear Mr. Nicholas Costaras:

Capstone 72, Inc., a company incorporated in the State of Ohio (the “Company” or “we”), is pleased to offer you a position as an Independent Director of the Company. We believe your background and experience will be a significant asset to the Company and we look forward to your participation as an Independent Director in the Company. Should you choose to accept this position as an Independent Director, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company.

Your appointment shall also be subject to the approval of the Company’s Board of Directors and/or Nomination and Compensation Committees and shall begin on the date on which the Company’s securities are first listed for trading on the Nasdaq Capital Market (the “Commencement Date”).

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Capstone 72, Inc.

1440 Rockside Rd Suite 118 Rockside Plaza

Parma, OH 44134

(828) 724-6873

December 5, 2025

Re: Independent Director Offer Letter – Mr. Chu Yau Shun

Dear Mr. Chu Yau Shun:

Capstone 72, Inc., a company incorporated in the State of Ohio (the “Company” or “we”), is pleased to offer you a position as an Independent Director of the Company. We believe your background and experience will be a significant asset to the Company and we look forward to your participation as an Independent Director in the Company. Should you choose to accept this position as an Independent Director, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company. Your appointment shall also be subject to the approval of the Company’s Board of Directors and/or Nomination and Compensation Committees and shall begin upon the Company’s listing on the Nasdaq Capital Market (the “Commencement Date”).

1. Term. This Agreement is effective upon the Commencement Date and shall continue for a term of one year from the Commencement Date subject to the provisions in Section 9 below or until your successor is duly elected and qualified. The position shall be up for re-appointment every year by the board of the Directors of the Company (the “Board”) and upon re-appointment, the terms and provisions of this Agreement shall remain in full force and effect.

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STOCKHOLDERS’ AGREEMENT

** **

of

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ALTUS SPORTS GROUP, INC.

a Nevada corporation

This STOCKHOLDERS’ AGREEMENT (this “Agreement”) is made and entered into as of August 24, 2026 (the “Effective Date”), by and among (i) Altus Sports Group, Inc., a Nevada corporation (the “Company”); (ii) Game Your Game, Inc., a Nevada corporation (“GYG”); (iii) Michele Rinchiuso (“Rinchiuso”), Mohammed Majid (“Majid”), Ehsen Shah (“Shah”), Patryk Strojny (“Strojny,” and together with Rinchiuso, Majid and Shah, the “Founders”); and (iv) each other Person who from time to time becomes a party to this Agreement by executing a joinder agreement in the form attached as Exhibit A (together with GYG and the Founders, the “Stockholders”).

RECITALS

WHEREAS, GYG has caused the Company to be incorporated in the State of Nevada to pursue a business strategy in sports talent representation, athlete branding, sports marketing and related sectors (the “Business”);

WHEREAS, as of the Effective Date, and after giving effect to the issuances described in Section 2.1, GYG owns seventy percent (70%) of the issued and outstanding shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”), and the Founders collectively own thirty percent (30%) of the issued and outstanding shares of Common Stock; and

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EXECUTION COPY – CARIBOU ROYALTY

NET SMELTER RETURNS ROYALTY AGREEMENT

THIS ROYALTY AGREEMENTdated as of August 20, 2026 (the “Effective Date”)

BETWEEN:

MARITIMES GOLD CORP., a company organized under the laws of Canada

(the “Royalty Payor”)

AND:

CROSBY GOLD LTD., a corporation organized under the laws of British Columbia

(the “Royalty Holder”)

WHEREAS:

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EXECUTION COPY – MILLER LAKE ROYALTY

NET SMELTER RETURNS ROYALTY AGREEMENT

THIS ROYALTY AGREEMENTdated as of August 20, 2026 (the “Effective Date”)

BETWEEN:

MARITIMES GOLD CORP., a company organized under the laws of Canada

(the “Royalty Payor”)

AND:

1156219 B.C. LIMITED, a corporation organized under the laws of British Columbia

(the “Royalty Holder”)

WHEREAS:

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EXECUTION COPY – GOLDENVILLE ROYALTY

NET SMELTER RETURNS ROYALTY AGREEMENT

THIS ROYALTY AGREEMENTdated as of August 20, 2026 (the “Effective Date”)

BETWEEN:

MARITIMES GOLD CORP., a company organized under the laws of Canada

(the “Royalty Payor”)

AND:

******1156219 B.C. LIMITED, **a corporation organized under the laws of British Columbia

(the “Royalty Holder”)

WHEREAS:

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