Browse EX-10 agreements

***2026 Stock Plan For Non-Employee Directors ***

1. Purpose**.**** **The purposes of the 2026 Stock Plan for Non-Employee Directors are to attract and retain individuals who are not employees of the Company as members of the Board of Directors, by encouraging them to acquire a proprietary interest in the Company which is parallel to that of the stockholders of the Company.

2. Definitions**.**** **The following terms shall have the respective meanings assigned to them as used herein:

(a) “Award” shall mean an Option, Restricted Stock Unit and other equity-based award which is granted or made under the Plan.

(b) “Award Agreement” shall mean an agreement which may be entered into by a Participant under the Plan and the Company, setting forth the terms and provisions applicable to Awards granted to such Participant.

(c) “Board of Directors” shall mean the Board of Directors of the Company, as constituted at any time.

(d) “Committee” shall mean the Compensation Committee of the Board of Directors, as described in Section 3.

(e) “Company” shall mean MSG Rangers Corp. (formerly known as MSGS Spinco, Inc.), a Nevada corporation.

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**2026 Employee Stock Plan **

1. Purpose. The purpose of the 2026 Employee Stock Plan is to compensate eligible service providers of the Company and its Affiliates who are and have been largely responsible for the management and growth of the business of the Company and its Affiliates and to advance the interest of the Company by encouraging and enabling the acquisition of a personal proprietary interest in the Company by such service providers upon whose judgment and keen interest the Company and its Affiliates are largely dependent for the successful conduct of their operations. It is anticipated that such compensation and the acquisition of such proprietary interest in the Company will stimulate the efforts of such service providers on behalf of the Company and its Affiliates, and strengthen their desire to remain with the Company and its Affiliates. It is also expected that such compensation and the opportunity to acquire such a proprietary interest will enable the Company and its Affiliates to attract and retain desirable personnel.

2. Definitions. When used in this Plan, unless the context otherwise requires:

(a) “Affiliate” shall mean (i) any Entity controlling, controlled by, or under common control with the Company or any other Affiliate and (ii) any Entity in which the Company owns at least five percent of the outstanding equity interest of such Entity.

(b) “Award” shall mean an Option, Right, Restricted Share or Restricted Stock Unit or other equity based award which is granted or made under the Plan.

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EMPLOYEE MATTERS AGREEMENT

BY AND BETWEEN

MADISON SQUARE GARDEN SPORTS CORP.

(TO BE RENAMED MSG KNICKERBOCKERS CORP.),

MSGS SPINCO, INC.

(TO BE RENAMED MSG RANGERS CORP.)

AND

MADISON SQUARE GARDEN ENTERTAINMENT CORP.

Dated as of [●], 2026

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TABLE OF CONTENTS

				Page
		ARTICLE I
		DEFINITIONS
Section 1.1		Definitions			1
Section 1.2		General Interpretive Principles			8

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TAX DISAFFILIATION AGREEMENT

BETWEEN

MADISON SQUARE GARDEN SPORTS CORP.

**(TO BE RENAMED MSG KNICKERBOCKERS CORP.) **

AND

MSGS SPINCO, INC.

**(TO BE RENAMED MSG RANGERS CORP.) **

dated as of [●******], 2026 **

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TABLE OF CONTENTS

| | | | | | | | | | | ---------- | - | ------------------------------------------ | - | ---------------------------------------------------------- | : | - | -: | - | | | | | | | | | | | | SECTION 1. | | Definition of Terms | | | | | 2 | | | SECTION 2. | | Allocation of Taxes and Tax-Related Losses | | | | | 12 | | | | | 2.1 | | Allocation of Taxes | | | 12 | | | | | 2.2 | | Special Allocation of Certain Taxes | | | 13 | | | | | 2.3 | | Schedule B | | | 13 | | | | | 2.4 | | Tax Payments | | | 14 | |

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TRANSITION SERVICES AGREEMENT

BY AND BETWEEN

MSG SPORTS, LLC

(TO BE RENAMED MSG KNICKS, LLC)

AND

MSG NYR HOLDINGS, LLC

dated as of [●], 2026

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TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS
Section 1.1. General			1
Section 1.2. Reference; Interpretation			4
ARTICLE II
SERVICES

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August 14, 2026

Mr. David Garrison

RE: Changes to Employment Agreement as President of Harte Hanks, Inc.

Dear David:

We are pleased to offer you the following revisions to your existing Employment Agreement, dated January 29, 2024 (“Employment Agreement”) for your support for the Star Equity Merger, conditional upon, and effective as of, the closing of that transaction in the coming months.

Harte Hanks Bonus

In your position, you were eligible to earn an annual bonus award of up to one-hundred percent (100%) of your annual Base Salary, to the extent earned and in accordance with the terms of the Annual Plan. In lieu of any 2026 annual bonus award, you will receive a closing incentive bonus equal to $150,000 which will be payable upon the transaction closing, subject to you not having voluntarily left employment at Harte Hanks before that date.

Severance

Harte Hanks has provided you with severance in the event your employment is terminated without Cause or for Good Reason. That severance expired in the event you find other employment before the severance is paid in full. The obligation for you to remain unemployed will be waived if you remain employed at Harte Hanks at least through the closing of this transaction.

Except as provided above, the terms of your prior Employment Agreement remains the same, and any capitalized terms have the meaning stated therein.

Yours sincerely,

Harte Hanks, Inc.

/s/ Douglas Graham

Douglas Graham

Corporate Secretary

Agreed,

/s/ David Garrison

David Garrison

August 14, 2026

Mr. David Fisher

RE: Changes to Employment Agreement as President of Harte Hanks, Inc.

Dear David:

We are pleased to offer you the following revisions to your existing Employment Agreement, dated January 27, 2025 (“Employment Agreement”) for your support for the Star Equity Merger, conditional upon, and effective as of, the closing of that transaction in the coming months.

Harte Hanks Bonus

In your position, you were eligible to earn an annual bonus award of up to one-hundred percent (100%) of your annual Base Salary, to the extent earned and in accordance with the terms of the Annual Plan. In lieu of any 2026 annual bonus award, you will receive a closing incentive bonus equal to $200,000 which will be payable upon the transaction closing, subject to you not having voluntarily left employment at Harte Hanks before that date.

Severance

Harte Hanks has provided you with severance in the event your employment is terminated without Cause or for Good Reason. That severance expired in the event you find other employment before the severance is paid in full. The obligation for you to remain unemployed will be waived if you remain employed at Harte Hanks at least through the closing of this transaction.

Except as provided above, the terms of your prior Employment Agreement remains the same, and any capitalized terms have the meaning stated therein.

Yours sincerely,

Harte Hanks, Inc.

/s/ Doug Graham

Doug Graham

Corporate Secretary

Agreed,

/s/ David Fisher

David Fisher

AGREEMENT AND PLAN OF MERGER

by and among

Star Equity Holdings, Inc.,

Merger Sub - R, Inc.

and

Harte Hanks, Inc.

Dated as of August 14, 2026

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Exhibit 10.2

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS & INTERPRETATIONS    1

1.1    Certain Definitions                                    1

1.2    Additional Definitions                                15

1.3    Certain Interpretations                                17

ARTICLE II THE MERGER                                19

2.1    The Merger                                        19

2.2    The Effective Time                                    19

2.3    The Closing                                        19

2.4    Effect of the Merger                                    19

2.5    Certificate of Incorporation and Bylaws                        19

2.6    Directors and Officers                                20

2.7    Effect on Capital Stock                                20

2.8    Election Procedures.                                    23

2.9    Company Equity Awards                                24

2.10    Exchange of Certificates                                25

2.11    No Further Ownership Rights in Company Common Stock            27

2.12    Lost, Stolen or Destroyed Certificates                        27

2.13    Withholding Rights                                    28

2.14    Dividends or Distributions                                28

2.15    Necessary Further Actions                                28

2.16    Intended Tax Treatment                                28

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INDEMNIFICATION AGREEMENT

This Indemnification Agreement, dated as of _____________(this “Agreement”), is made by and between Harte Hanks, Inc., a Delaware corporation (the “Company”), and ____________(“Indemnitee”).

RECITALS:

1.Section 141 of the Delaware General Corporation Law (“DGCL”) provides that the business and affairs of a corporation shall be managed by or under the direction of its board of directors.

2.By virtue of the managerial prerogatives vested in the directors of a Delaware corporation, directors act as fiduciaries of the corporation and its stockholders.

3.It is critically important to the Company and its stockholders that the Company be able to attract and retain the most capable persons reasonably available to serve as directors and named executive officers (“NEOs”) of the Company.

4.In recognition of the need for corporations to be able to induce capable and responsible persons to accept positions in corporate management, Delaware law authorizes (and in some instances requires) corporations to indemnify their directors and officers, and further authorizes corporations to purchase and maintain insurance for the benefit of their directors and officers.

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Docusign Envelope ID: F7E96958-A875-8B85-8304-09AEFB4DE1D3

DATE: 18 JUNE 2026

SALE AND PURCHASE AGREEMENT

Between

MR. TOPÂRCEANU RĂZVAN IOAN MR. CIOLACU SILVIU

MR. FODOR ALEXANDRU MR. VULCAN IOAN

MR. DUNGACIU ANDREI

MR. POPA RADU CRISTIAN PARTENIE

(as Sellers) and

NUVVE DENMARK APS

(as Purchaser)

CMS Cameron McKenna Nabarro Olswang LLP SCP 165 Calea Floreasca

One Tower, 12th–14th floors District 1

014459 Bucharest

T +40 21 407 3800

F +40 21 407 3900

cms.law

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Docusign Envelope ID: F7E96958-A875-8B85-8304-09AEFB4DE1D3

Bucharest - 632036105.1

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Docusign Envelope ID: F7E96958-A875-8B85-8304-09AEFB4DE1D3

TABLE OF CONTENTS

1.DEFINITIONS AND INTERPRETATION2

2.OBJECT OF THE AGREEMENT2

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OFFER SUMMARY

Closed-End Commercial Loan

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THE ISSUE PRICE OF THIS NOTE IS $250,000.00

THE ORIGINAL ISSUE DISCOUNT IS $50,000.00

** **

Principal Amount: $250,000.00	Issue Date: August 13, 2026
Purchase Price: $200,000.00

** **

PROMISSORY NOTE

FOR VALUE RECEIVED, CHANGE AGENTS CORPORATION, a Delaware corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company, or registered assigns (the “Holder”) the sum of $250,000.00 together with any interest as set forth herein, on February 13, 2027 (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof from the date hereof (the “Issue Date”) as set forth herein. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of ten percent (10%) per annum from the due date thereof until the same is paid (“Default Interest”). All payments due hereunder shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Holder shall withhold $5,000.00 from the Purchase Price to cover the Holder’s legal fees in connection with the transactions

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