Browse EX-10 agreements

Execution Version

SECURITIES PURCHASE AGREEMENT

BY AND AMONG

ONAR, LLC,

ADVERTISE PURPLE LLC,

SELLER PARTIES (as defined herein)

AND

CERTAIN OTHER PARTIES HERETO

Dated as of September 29, 2026

TABLE OF CONTENTS

				Page
ARTICLE 1 PURCHASE AND SALE; PURCHASE PRICE				2

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FORM OF SUPPORT AGREEMENT

THISSUPPORT AGREEMENT (this “Agreement”), is entered into as of September 29, 2026, by and among Peoples Bancorp Inc., a financial holding company incorporated under Ohio law (“Purchaser”), and Capital Bancorp, Inc., a bank holding company incorporated under Maryland law (“Company”), and the undersigned shareholder (“Shareholder”).

WHEREAS,concurrently with the execution and delivery of this Agreement, Purchaser and Company are entering into an Agreement and Plan of Merger, dated as of the date of this Agreement (as amended or supplemented from time to time, the “Merger Agreement”), pursuant to which, among other things, (i) Company shall be merged with and into Purchaser, upon the terms and subject to the conditions set forth in the Merger Agreement and (ii) except as set forth in the Merger Agreement, each outstanding share of Company Common Stock will be converted into the right to receive the Merger Consideration. Capitalized terms not otherwise defined in this Agreement shall have meanings provided in the Merger Agreement.

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Exhibit 10.1 EXHIBIT A SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this “Agreement”), is entered into as of September 29, 2026, by and among Peoples Bancorp Inc., a financial holding company incorporated under Ohio law (“Purchaser”), and Capital Bancorp, Inc., a bank holding company incorporated under Maryland law (“Company”), and the undersigned shareholder (“Shareholder”). WHEREAS, concurrently with the execution and delivery of this Agreement, Purchaser and Company are entering into an Agreement and Plan of Merger, dated as of the date of this Agreement (as amended or supplemented from time to time, the “Merger Agreement”), pursuant to which, among other things, (i) Company shall be merged with and into Purchaser, upon the terms and subject to the conditions set forth in the Merger Agreement and (ii) except as set forth in the Merger Agreement, each outstanding share of Company Common Stock will be converted into the right to receive the Merger Consideration. Capitalized terms not otherwise defined in this Agreement shall have meanings provided in the Merger Agreement. WHEREAS, as o

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EIGHTH AMENDMENT AND GUARANTOR JOINDER TO LOAN AND GUARANTY AGREEMENT

This EIGHTH AMENDMENT TO LOAN AND GUARANTY AGREEMENT (“Amendment”) is dated as of September 29, 2026 (the “Execution Date”), and is entered into by and among AULT & COMPANY, INC., a Delaware corporation (“Borrower”), Alliance Cloud Services, LLC, a Delaware limited liability company (the “Michigan Property Owner”), SENTINUM, Inc., a Nevada corporation (“Sentinum”), HYPERSCALE DATA, INC. (F/K/A AULT ALLIANCE, INC.), a Delaware corporation (“Hyperscale”), AULT AVIATION, LLC, a Nevada limited liability company (“Aviation”), **BNI MONTANA, LLC, **a Delaware limited liability company (“BNI”), AULT LENDING, LLC, a California limited liability company (“Ault Lending”), AULT GLOBAL REAL ESTATE EQUITIES, INC., a Nevada corporation (“AG”), AULT CAPITAL GROUP, INC., a Nevada corporation (“ACG”), Milton “Todd” Ault, III, a natural person (“Ault”), Scott Soura, as a new personal guarantor (“Soura” and together with the Michigan Property

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PRIVATE PLACEMENT AGREEMENT

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THIS PRIVATE PLACEMENT AGREEMENT (this “Agreement”), dated as of September 28, 2026, is made by and between Addentax Group Corp., a Nevada corporation (the “Company”) and the investor set forth on Schedule A (the “Investor”).

WHEREAS, the Company desires to issue and sell to the Investor, and the Investor desires to purchase from the Company, the amount of shares set forth opposite the Investor’s name on Schedule A hereto (the “Investor Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in a private placement transaction on the terms set forth herein (the “Offering”).

NOW, THEREFORE, in consideration of the mutual promises, agreements, representations, warranties and covenants contained herein, each of the parties hereto hereby agrees as follows:

1. Purchase and Sale of the Investor Shares.

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STRICTLY CONFIDENTIAL	FINAL FORM

FORM OF LOCK-UP AGREEMENT

This Lock-Up Agreement (this “Agreement”) is dated as of [●], by and between the shareholder(s) set forth on the signature page to this Agreement (individually, the “Holder”, collectively, the “Holders”) and AIRE Global Group Inc., a company formed in the Cayman Islands as an exempted company and wholly-owned subsidiary of the Parent (the “Purchaser”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below). Purchaser and the Holders may also be referred to individually as a “Party” and collectively as the “Parties”.

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Exhibit 10.1

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Execution Version

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SHAREHOLDER SUPPORT AGREEMENT

THIS SHAREHOLDER SUPPORT AGREEMENT, dated as of September 28, 2026 (the “Agreement”), by and among OceanLight Acquisition Corporation, a Cayman Islands exempted company (the “Parent”) and the signatory party herein, representing the shareholder set forth on Schedule I hereto (the “Holder”) of AIRE, Inc., a Cayman Islands exempted company (the “Company”).

W I T N E S S E T H:

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STRICTLY CONFIDENTIAL	Execution Version

SPONSOR SUPPORT AGREEMENT

This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of September 28, 2026, by and among AIRE Global Group Inc., a Cayman Islands exempted company and wholly-owned subsidiary of the Parent (the “Purchaser”), AIRE Inc., a Cayman Islands exempted company (the “Company”), OceanLight Capital Sponsor Ltd., a business company incorporated under the Laws of British Virgin Islands (the “Sponsor”), and the undersigned parties who hold Subject Shares (as defined below) (such parties, together with the Sponsor, the “Founder Holders”).

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SECURED PROMISSORY NOTE

$3,097,488.40	September 24, 2026

FOR VALUE RECEIVED, and upon the terms and conditions set forth herein, ALTRUIS BENEFIT MANAGEMENT, LLC, a Delaware limited liability company with an address at 2165 E. Spring Street, Long Beach, California 90806 (“Company”), and TRENT D. BRYSON, an individual with an address at 5436 E The Toledo, Long Beach, California 90803 (“Bryson”, and together with Company, jointly and severally, “Borrower”), promise to pay to ALTRUIS BENEFIT CONSULTANTS, INC., a Michigan corporation, or order (“Lender”), at 300 Boulevard of the Americas, Suite 105, Lakewood, New Jersey 08701, or at such other place as Lender may designate in writing, the principal sum of THREE MILLION NINETY-SEVEN THOUSAND FOUR HUNDRED EIGHTY-EIGHT AND 40/100 DOLLARS ($3,097,488.40), in lawful money of the United States of America, to be paid in accordance with the terms of this Secured Promissory Note (this “Note”).

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	1100 Santa Monica Blvd., Suite 800 Los Angeles, CA 90025 Tel: (310) 966-1444 www.brileysecurities.com

September 23, 2026

ONE Nuclear Energy, LLC

Kevin Dowd

Co-Founder and Chief Operating Officer

Dear Mr. Dowd:

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**ONE NUCLEAR ENERGY INC. **

2026 EQUITY INCENTIVE PLAN

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RESTRICTED STOCK AGREEMENT

Dear [__________],

On [__________, 20__], the Compensation Committee of the Board of Directors (the “Committee”) approved a grant to you of restricted shares of common stock of ONE Nuclear Energy Inc. (the “Company”) pursuant to the 2026 Equity Incentive Plan (the “Plan”).

The Restricted Stock granted to you consists of [__________] shares of Common Stock of the Company. The date of grant is [__________, 20__].

Subject to your continued employment or service with the Company through the applicable vesting dates below, the Restricted Stock shall vest as follows:

Number of Shares		Vesting Date
[        ]		[        ]
[        ]		[        ]
[        ]		[        ]
[        ]		[        ]

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ONE NUCLEAR ENERGY INC.
2026 EQUITY INCENTIVE PLAN

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INCENTIVE STOCK OPTION AGREEMENT

Dear [__________],

On [__________, 20__], the Compensation Committee of the Board of Directors (the “Committee”) approved a grant to you of an Incentive Stock Option (the “Option”) to purchase shares of common stock of ONE Nuclear Energy Inc. (the “Company”) pursuant to the 2026 Equity Incentive Plan (the “Plan”). The Option is intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), to the maximum extent permitted by law.

You are granted an Option to purchase [__________] shares of Common Stock of the Company at an exercise price of $[_____] per share. The date of grant of this Option is [__________, 20__].

1. Vesting. This Option may be exercised only to the extent it is vested. Subject to you remaining in the employ of the Company on the applicable vesting dates below, this Option shall vest as follows:

[Describe vesting requirements].

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