Browse EX-10 agreements

SETTLEMENT AGREEMENT

This Settlement Agreement (the “Settlement Agreement”) is entered into as of the 13th day of August, 2026 (the “Closing Date”), by and among plaintiff Puritan Partners LLC (“Puritan” or “Plaintiff’), on the one hand, and defendant Carmell Regen Med Corporation (f/k/a Carmell Therapeutics Corporation), a Delaware corporation (“Carmell Regen”), and defendant Longevity Health Holdings, Inc., a Delaware corporation (f/k/a Carmell Corporation, Carmell Therapeutics Corporation and Alpha Healthcare Acquisition Corp. III) (“Parent”, together with Carmell Regen, are collectively referred to as “Longevity” or the “Company”), on the other hand, with reference to the following Recitals. Puritan and Longevity are each individually referred to herein as a “Party,” and collectively referred to herein as the “Parties.”

RECITALS

WHEREAS, on or about November 8, 2023, Puritan commenced a civil action against Longevity by filing a summons and complaint (the “Complaint”) in the Supreme Court of the State of New York, County of New York entitled* Puritan Partners LLC v.* *Carmell Regen Med Corporation (f/k/a Carmell Therapeutics Corporation), a Delaware corporation , and Longevity Health Holdings, Inc., a Delaware corporation (f/k/a Carmell Corporation, Carmell Therapeutics Corporation and Alpha Healthcare Acquisition Corp. III *, Index No. 655566/2023 (the “Action”), asserting causes of action for declaratory judgement, breach of contract, conversion, foreclosure, replevin, and indemnification, alleging, inter alia, that: Longevity breached its

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AMENDED AND RESTATED

MOTORSPORT GAMES INC.

2021 EQUITY INCENTIVE PLAN

** **

RESTRICTED STOCK UNIT AWARD GRANT NOTICE

Motorsport Games Inc., a Delaware corporation (the “Company”), pursuant to its Amended and Restated Motorsport Games Inc. 2021 Equity Incentive Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (the “Participant”), an award of restricted stock units (“Restricted Stock Units” or “RSUs”). Each vested Restricted Stock Unit represents the right to receive, in accordance with the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Agreement”), one share of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”). This award of Restricted Stock Units is subject to all of the terms and conditions set forth herein and in the Agreement and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Restricted Stock Unit Award Grant Notice (the “Grant Notice”) and the Agreement.

Participant:
Grant Date:
Total Number of RSUs:
Vesting Commencement Date:
Vesting Schedule:

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INDEMNIFICATION AGREEMENT

This Indemnification Agreement (the “Agreement”) is made as of [●], 20[●] by and between Motorsport Games Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).

WHEREAS, Indemnitee is [a director/an officer] of the Company [/the Company expects Indemnitee to join the Company as [a director/an officer]];

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies;

WHEREAS, the Company desires to attract and continue to retain the services of highly qualified individuals, such as Indemnitee, to serve as officers and directors of the Company and to indemnify its officers and directors so as to provide them with the maximum protection permitted by law;

WHEREAS, Section 145 of the Delaware General Corporation Law (“DGCL”) sets forth provisions providing for the mandatory and permissive indemnification of, and advancement of Expenses to, officers and directors of a Delaware corporation and are specifically not exclusive of other rights to which those indemnified may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise;

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NOTE PURCHASE AGREEMENT

(Principal Amount: $500,000)

THIS NOTE PURCHASE AGREEMENT(this "Agreement") is entered into on August 13, 2026 (the "Execution Date") by and between Stewards, Inc., a Nevada corporation (the "Company"), and Glen Steward, an individual and a director of the Company (the "Investor").

RECITALS

A. On July 24, 2026 (the "Funding Date"), the Investor advanced $500,000.00 in cleared funds to the Company. The Company accepted and used those funds for closing costs on the 1818 Park refinancing (the "Advance").

B. The parties now wish to document the Advance through the Company's issuance of one Unsecured Convertible Promissory Note in the principal amount of $500,000.00, bearing simple interest at 8% per annum from the Funding Date on an actual/365 basis, with no default interest or increase in the interest rate upon an Event of Default, and automatically converting, with accrued interest, into Common Stock at $3.00 per share on January 20, 2027, which is 180 calendar days after the Funding Date.

C. No warrant, collateral, lien, security interest or guaranty will be issued or granted in connection with the transaction.

D. After the Funding Date, the Audit Committee and the disinterested members of the Company's Board of Directors reviewed and retrospectively ratified the prior advance and authorized the Company's present execution of this Agreement and the Note. The Investor disclosed his material financial interest and abstained in writing from the approval.

E. Capitalized terms not defined here have the meanings in the Note attached as Exhibit A.

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SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of August 13, 2026 by and among PSQ Holdings, Inc., a Delaware corporation, with an address at 515 W Aspen Street, Suite 200C, Bozeman, Montana 59715 (the “Company”), and Fountain Ripple V LLC, Donald J. Trump, Jr., B&C Trust Dated November 14, 2019, Willie Langston, and James Celli, each an individual (each, an “Investor” and collectively, the “Investors”).

Recitals:

A.            The Company is a corporation with a class of securities registered under the Securities Exchange Act of 1934, as amended;

B.             Each Investor is a current member of the Board of Directors of the Company;

C.             Each Investor desires to purchase shares of the Company’s Class A common stock, par value $0.0001 per share (“Shares”), upon the terms and subject to the conditions stated in this Agreement; and

D.            The Company and the Investors are executing and delivering this Agreement in connection with an offering of securities of the Company, in reliance upon the exemption from securities registration afforded by the provisions of Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), or Regulation D promulgated thereunder (“Regulation D”).

In consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

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Exhibit 10.7

MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT,

FINANCING STATEMENT AND FIXTURE FILING

By

256 COUNTY ROUTE 117 PERTH LLC, as mortgagor

(“Mortgagor”)

in favor of

CHICAGO ATLANTIC FINANCIAL SERVICES, LLC,

in its capacity as Administrative Agent, as mortgagee**
**(“Mortgagee”)

Dated: May 22, 2026
County: Fulton
Tax/Map ID: 164-5-1 (Parcel One)
Block 5, Lot 5 (Parcel Two)
Premises: 234 and 256 County Route 117, Perth, NY 12095

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TABLE OF CONTENTS

Page

ARTICLE I GRANT OF SECURITY INTERESTS AND OBLIGATIONS SECURED	2
Section 1.01 Grant to Mortgagee	2
Section 1.02 Obligations Secured; Incorporation by Reference	4
Section 1.03 Mortgage as Security Agreement and Financing Statement	4
Section 1.04 Mortgage as Fixture Filing	5

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Exhibit 10.6

SUBORDINATED PROMISSORY NOTE

** **

$41,000,000.00	May 22, 2026 Chicago, Illinois

FOR VALUE RECEIVED, 256 COUNTY ROUTE 117 PERTH LLC, a Delaware limited liability company (together with its successors and permitted assigns, “Borrower”), as maker, having an address at c/o Vireo Growth Inc., 207 South 9th Street, Minneapolis, Minnesota 55402, hereby UNCONDITIONALLY PROMISES TO PAY in lawful money of the United States of America and in immediately available funds, TO THE ORDER OF CHICAGO ATLANTIC LINCOLN, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”), as payee, at Lender’s address at 420 N Wabash Avenue, Suite 500, Chicago, Illinois 60611, or at such other place as Lender may from time to time designate in writing, the principal sum of FORTY-ONE MILLION AND NO/100 DOLLARS ($41,000,000.00) (the “Loan”), together with all accrued interest thereon as provided in this Subordinated Promissory Note (this “Note”) and all other amounts due and payable under this Note, the Mortgage (as hereinafter defined), and the other Loan Documents (as defined in the Mortgage), as each may be amended, restated, supplemented, or otherwise modified from time to time in accordance with their terms. CHICAGO ATLANTIC FINANCIAL SERVICES, LLC, a Delaware limited liability company (“Chicago Atlantic”) is a party to this Note in its capacity as administrative agent for Lender and the

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**MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT,****
**FINANCING STATEMENT, AND FIXTURE FILING

By

256 COUNTY ROUTE 117 PERTH LLC, as mortgagor

(“Mortgagor”)

in favor of

IIP-NY 2 LLC, as mortgagee

(“Mortgagee”)

County: Fulton 

Premises: 256 County Route 117, Perth, NY 12095

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TABLE OF CONTENTS

Page

ARTICLE I GRANT OF SECURITY INTERESTS AND OBLIGATIONS SECURED	2
Section 1.01 Grant to Mortgagee	2
Section 1.02 Obligations Secured; Incorporation by Reference	4
Section 1.03 Mortgage as Security Agreement and Financing Statement	4
Section 1.04 Mortgage as Fixture Filing	4
ARTICLE II ASSIGNMENT OF LEASES AND RENTS	5
Section 2.01 Assignment of Leases and Rents	5
Section 2.02 Revocable License	5
Section 2.03 Mortgagee’s Rights After License Revocation	6

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PROMISSORY NOTE

$49,000,000.00	May 26, 2026
	Perth, New York

FOR VALUE RECEIVED, in connection with that certain loan (the “Loan”) of even date herewith, 256 COUNTY ROUTE 117 PERTH LLC, a Delaware limited liability company, as maker, having an address at c/o Vireo Growth Inc., 207 South 9th Street, Minneapolis, Minnesota 55402 (together with its successors and permitted assigns, the “Borrower”), hereby UNCONDITIONALLY PROMISES TO PAY in lawful money of the United States of America and in immediately available funds, TO THE ORDER OF IIP-NY 2 LLC, a Delaware limited liability company (together with its successors and assigns, the “Lender”), as payee, at Lender’s address at 11440 West Bernardo Ct, Suite 100, San Diego, CA 92127, or at such other place as Lender may from time to time designate in writing, the principal sum of Forty-Nine Million and No/100 DOLLARS ($49,000,000.00), together with all accrued interest thereon as provided in this Promissory Note (this “Note”) and all other amounts due and payable under this Note, that certain Mortgage (as hereinafter defined), and the other Loan Documents (as defined in the Mortgage), as each may be amended, restated, supplemented, or otherwise modified from time to time in accordance with their terms.

ARTICLE I

GENERAL TERMS

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Exhibit 10.3

PREMISES PURCHASE AGREEMENT

THIS PREMISES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 26th day of May, 2026 (the “Effective Date”), by and between IIP-NY 2 LLC, a Delaware limited liability company (“Seller”), and 256 COUNTY ROUTE 117 PERTH LLC, a Delaware limited liability company (“Buyer”).

R E C I T A L S

A.            WHEREAS, Seller is the owner of the Property (defined below), which consists principally of a cannabis cultivation and processing facility, located in the Town of Perth, Fulton County, State of New York, having a street address of 256 County Route 117, Perth, New York.

B.            Buyer desires to purchase the Property from Seller, and Seller desires to sell the Property to Buyer, on the terms and conditions hereinafter documented.

NOW, THEREFORE, in consideration of the mutual undertakings of the parties hereto, it is hereby agreed as follows:

1.             Purchase and Sale. Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Property on the terms and conditions hereinafter set forth.

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EXECUTIVE EMPLOYMENT AGREEMENT — ASPIRA WOMEN'S HEALTH INC. / JOHN STRAHLEY

EXECUTIVE EMPLOYMENT AGREEMENT

Chief Financial Officer and Chief Accounting Officer

Aspira Women's Health Inc.

This Executive Employment Agreement (this "Agreement") is entered into on April 26, 2026, by and between Aspira Women's Health Inc., a Delaware corporation (the "Company"), and John Strahley (the "Executive"), and shall be effective as of April 27, 2026 (the "Effective Date"). The Company and the Executive are sometimes referred to herein individually as a "Party" and collectively as the **"Parties." **

The Parties agree as follows:

1. Position and Duties

1.1 Title.The Company hereby employs the Executive as its Chief Financial Officer and Chief Accounting Officer (together, the "CFO/CAO"). The Executive accepts such employment on the terms and conditions set forth herein.

1.2 **Reporting.**The Executive shall report directly to the Chief Executive Officer of the Company.

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AMENDMENT NO. 1

TO

SECURITIES PURCHASE AGREEMENT

This Amendment No. 1 to Securities Purchase Agreement (this “Amendment”) is entered into as of August 12, 2026, by and among Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the Persons listed on the signature pages hereto (each, an “Investor” and together, the “Investors”).

RECITALS

** **

WHEREAS, the Company and each of the Persons listed on Exhibit A attached thereto entered into that certain Securities Purchase Agreement, dated as of June 11, 2026 (the “Agreement”);

** **

WHEREAS, Section 8.16 of the Agreement provides that no amendment, modification, alteration, waiver or change in any of the terms of the Agreement shall be valid or binding unless made in writing and duly executed by the Company and a Majority in Interest of the Investors;

** **

WHEREAS, prior to the execution of the Agreement the Investors and the Company had agreed to reduce the price set forth in Section 5.17(v) from $4.25 to $4.00 (the “Agreed Price”); however, the revised price was inadvertently omitted in the Agreement that was executed;

WHEREAS the Company and the undersigned Investors, constituting at least a Majority in Interest of the Investors, desire to amend the Agreement to reflect the Agreed Price; and

** **

NOW, THEREFORE, in consideration of the agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

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