FEDERAL HOME LOAN BANK OF DALLAS

2026 EXECUTIVE INCENTIVE PLAN

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FEDERAL HOME LOAN BANK OF DALLAS

2026 EXECUTIVE INCENTIVE PLAN

TABLE OF CONTENTS

												PAGE
Article I INTRODUCTION												1
Section 1.1						Purpose						1
Section 1.2						Effective Date						1
Section 1.3						Administration						1
Section 1.4						Supplements						1
Section 1.5						Definitions						1
Article II PARTICIPATION												2
Section 2.1						Eligibility and Participation.						2
Article III AWARDS												2

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Exhibit 10.7

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

Principal Amount: $600,000		Dated as of January 21, 2026
		New York, New York

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Exhibit 10.6

Placement Units Purchase Agreement

[Insert date]

Tidewise Acquisition Corporation

26 Broadway, Suite 934

New York, NY 10004

Ladies and Gentlemen:

Tidewise Acquisition Corporation (the “Company”), a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (the “Securities Act”), in connection with its initial public offering (“IPO”), pursuant to a registration statement on Form S-1 (the “Registration Statement”). The undersigned party hereby commits that it will purchase 203,750 units of the Company (“Private Units”) for a purchase price of $2,037,500 (the “Private Unit Purchase Price”), each Private Unit consisting of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”) and one right (the “Rights”), entitling the holder thereof to receive one-fifth

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Exhibit 10.3

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [*], 2026, by and between Tidewise Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Odyssey Transfer & Trust Company, a Minnesota corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. [*]) (the “Registration Statement”) and prospectus (the “Prospectus”), for its initial public offering of the Company’s units (the “Units”), each of which consists of one share of the Company’s ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one right to receive one-fifth (1/5) of an ordinary share upon the consummation of an initial business combination (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement); and

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LETTER AGREEMENT

[Insert date]

Tidewise Acquisition Corporation

26 Broadway Suite 934,

New York, NY 10004

Re:	Initial Public Offering

Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Tidewise Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Blue Diamond Securities of America LLC as representative of the several underwriters (the “Representative”), relating to an underwritten initial public offering (the “Public Offering”), of 7,500,000 (or up to 8,625,000 if the over-allotment option is exercised in part or in full) of the Company’s units (the “Units”), each comprised of one of the Company’s ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) and one right to receive one-fifth (1/5) of one Ordinary Share (the “Public Rights”). Holders of each of the Public Rights are entitled to receive one-fifth

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Tidewise Acquisition Corporation

26 Broadway, Suite 934

New York, NY 10004

April 30, 2026

Tidewise Acquisition Corporation

26 Broadway, Suite 934

New York, NY 10004

RE: Subscription Agreement

Ladies and Gentlemen:

This agreement (the “Agreement”) is entered into as of [*] by and between Tidewise Acquisition Corporation, a Cayman Islands exempted company (the “Company”, “we” or “us”) and Tidewise Capital Corporation*,* a British Virgin Islands business company with limited liability (the “Subscriber” or “you”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 3,354,167 Ordinary shares, $0.0001 par value per share (the “Shares”), up to 437,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:

Purchase of Securities.

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AMENDMENT

dated as of May 1, 2026

TO THE MASTER REPURCHASE AGREEMENT

between

MORGAN STANLEY BANK, N.A.

(“Morgan Stanley”)

and

EACH OF THE ENTITIES LISTED ON EXHIBIT I, SEVERALLY AND NOT JOINTLY

(each, a “Counterparty”)

WHEREAS the parties have previously entered into that certain Master Repurchase Agreement, dated as of September 29, 2015 as amended or supplemented from time to time (“the “Agreement”)) and the parties have agreed to further amend the Agreement in accordance with the terms of this amendment (“Amendment”).

NOW THEREFORE, in consideration of the mutual agreements contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

1.	Amendment of the Agreement

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AMENDMENT

dated as of June 1, 2021

TO THE MASTER REPURCHASE AGREEMENT

between

MORGAN STANLEY BANK, N.A.

(“Morgan Stanley”)

and

EACH OF THE ENTITIES LISTED ON EXHIBIT I, SEVERALLY AND NOT JOINTLY

(each, a “Counterparty”)

WHEREAS the parties have previously entered into that certain Master Repurchase Agreement dated as of September 29, 2015 (the “Agreement”) and the parties have agreed to amend the Agreement in accordance with the terms of this Amendment (the “Amendment”).

NOW THEREFORE, in consideration of the mutual agreements contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

1.	Amendment of the Agreement

As used in the Agreement (including any Confirmation relating thereto), as amended by this Amendment, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereof”, “hereto” and other words of similar import, shall mean the Agreement as amended hereby, unless the context otherwise specifically requires.

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Master Repurchase

Agreement

September 1996 Version

Dated as of:		September 29, 2015
Between:		Morgan Stanley Bank, N.A.
and		Each of the entities listed on Exhibit I, severally and not jointly (each, a “Counterparty”)

1.	Applicability

From time to time the parties hereto may enter into transactions in which one party (“Seller”) agrees to transfer to the other (“Buyer”) securities or other assets (“Securities”) against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to Seller such Securities at a date certain or on demand, against the transfer of funds by Seller. Each such transaction shall be referred to herein as a “Transaction” and, unless otherwise agreed in writing, shall be governed by this Agreement, including any supplemental terms or conditions contained in Annex I hereto and in any other annexes identified herein or therein as applicable hereunder.

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Annex A to Twenty-FourthTwenty-Fifth Amendment

Amended and Restated Senior Secured Credit Agreement

Dated as of June 5, 2020

Among

CL Media Holdings LLC,

as Borrower,

The Lenders Party Hereto,

and

Centre Lane Partners Master Credit Fund II, L.P.,

as Administrative Agent and Collateral Agent

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Table of Contents

1

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Section Heading Page Article I Definitions and Accounting Terms 1

Section 1.01. Defined Terms 1

Section 1.02. Other Interpretive Provisions 36

Section 1.03. Accounting Terms 37

Section 1.04. Rounding 3738 Section 1.05. References to Agreements, Laws, Etc 38

Section 1.06. Times of Day 38

Section 1.07. Timing of Payment or Performance 38

Section 1.08. Currency Equivalents Generally 38

Article II The Commitments and Credit Extensions 38

Section 2.01. The Loans 38

Section 2.02. [Reserved] 42

Section 2.03. Prepayments 42

Section 2.04. Repayment of Loans 44

Section 2.05. Interest 45

Section 2.06. Fees 46

Section 2.07. Computation of Interest and Fees 4647 Section 2.08. Evidence of Indebtedness 47

Section 2.09. Payments Generally 47

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TWENTY-FIFTH AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT

This TWENTY-FIFTH AMENDMENT TO AMENDED AND RESTATED SENIOR

SECURED CREDIT AGREEMENT (this “Amendment”) is dated as of March 31, 2026, by and among CL MEDIA HOLDINGS LLC, a Delaware limited liability company (“Borrower”), BRIGHT MOUNTAIN MEDIA, INC., a Florida corporation (“Parent”), BRIGHT MOUNTAIN, LLC, a Florida limited liability company (“BM LLC”), MEDIAHOUSE, INC., a Florida corporation (“Media House”), DEEP FOCUS AGENCY LLC (f/k/a Big-Village Agency LLC), a Florida limited liability company (“DFA”), BV INSIGHTS LLC, a Florida limited liability company (“BVI” and, collectively with BM LLC, Media House and DFA, the “Guarantors”), the Lenders party hereto, and CENTRE LANE PARTNERS MASTER CREDIT FUND II, L.P., as administrative agent (in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”) and is made with reference to the Credit Agreement referred to below.

PRELIMINARY STATEMENTS

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AMENDED AND RESTATED EXECUTIVE OFFICER SEVERANCE AGREEMENT

THIS AMENDED AND RESTATED EXECUTIVE OFFICER SEVERANCE AGREEMENT (“Agreement”) made and entered into as of the 23rd day of February 2026, by and between HELIOS TECHNOLOGIES, INC., a Florida corporation, along with its affiliates and subsidiaries (together, the “Company”) and Sean P. Bagan (“Executive”) amends and restates in its entirety the previous CEO Executive Officer Severance Agreement made and entered into as of the 6th day of January 2025 by and between Company and Executive.

W I T N E S S E TH:

WHEREAS, Executive is the President and Chief Executive Officer of the Company; and

WHEREAS, the Company wishes to provide amended and restated severance benefits to Executive in the event of an involuntary termination of Executive’s employment, as specified herein;

NOW, THEREFORE, in consideration of the foregoing recitals and the agreements of the parties contained herein, the parties do hereby agree as follows:

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