Browse EX-10 agreements

Troy ParentCo LLC

Troy TopCo LP

c/o Blackstone Infrastructure Partners L.P.

345 Park Avenue

New York, NY 10154

July 17, 2026

TXNM Energy, Inc.

414 Silver Avenue SW

Albuquerque, New Mexico 87102

Attention: General Counsel

Re: Consent and Use of Proceeds

Ladies and Gentlemen:

Reference is made to (a) that certain Agreement and Plan of Merger, dated as of May 18, 2025 (the “Merger Agreement”), by and among Troy ParentCo LLC, a Delaware limited liability company (“Parent”), Troy Merger Sub Inc., a New Mexico corporation (“Merger Sub”), and TXNM Energy, Inc., a New Mexico corporation (“TXNM”), (b) that certain Stock Purchase Agreement, dated as of May 18, 2025 (the “SPA”), by and between TXNM and Troy TopCo LP, a Delaware limited partnership (“TopCo”), (c) the Waiver, dated the date hereof, executed by Parent, Merger Sub and TXNM (the “Waiver”), and (d) the Letter, dated the date hereof, from Parent to TXNM consenting to certain updates to the Company Disclosure Schedule (the “Consent Letter”). The undersigned hereby enter into this letter agreement (this “Letter Agreement”) t

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SEPARATION AND GENERAL RELEASE AGREEMENT

The following Separation Agreement and General Release (“Agreement” or “Release Agreement”) between Paul A. Pinkston (“I” or “Employee”), and PEDEVCO Corp. (“PEDEVCO” or the “Company”) is entered into with the following terms:

I agree and acknowledge that effective as of 5:00 PM (Central) on June 23, 2026 (the “Separation Date”), my employment with the Company and Insperity PEO Services, L.P. (“Insperity”) shall be considered mutually terminated by me and the Company. This Release Agreement is given in consideration of the Severance Benefits described below. I understand the Severance Benefits are additional benefits for which I am not eligible unless I elect to sign this Agreement. I agree that this Agreement is not given in return for the payment of any wages undisputedly due or owing. I also understand and agree that I will not be entitled to such consideration if I accept an offer with PEDEVCO or with an affiliated or related Company or a successor to PEDEVCO or any of its affiliated or related Companies prior to the pa

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SOBR SAFE, INC.

July 15, 2026

Holder of Common Stock Purchase Warrants

Re:	Inducement Offer to Exercise Common Stock Purchase Warrants

Dear Holder:

SOBR Safe, Inc. (the “Company”) is pleased to offer to you (“Holder”, “you” or similar terminology) (i) the opportunity to receive new warrants to purchase shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”) and (ii) a reduction in the Exercise Price (as defined in the respective Existing Warrants) of the warrants set forth on Exhibit A hereto (the “Existing Warrants”) held by you in consideration for exercising by you for cash all of the Existing Warrants, as set forth on the signature page hereto. The resale of the shares of Common Stock underlying the Existing Warrants (the “Existing Warrant Shares”) has been registered pursuant to the registration statement on Form S-1 (File No. 333-292709) (the “Registration Statement”). The

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EXHIBIT 10.4

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT

SOBR SAFE, INC.

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NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

SERIES F COMMON STOCK PURCHASE WARRANT

** SOBR SAFE, INC.**

Warrant Shares: _______	Initial Exercise Date: July 16, 2026

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NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

SERIES E COMMON STOCK PURCHASE WARRANT

** SOBR SAFE, INC.**

Warrant Shares: _______	Initial Exercise Date: July 16, 2026

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LOCK-UP AND LEAK-OUT AGREEMENT

This Lock-Up and Leak-Out Agreement (this “Agreement”) is entered into as of July 17, 2026 (the “Effective Date”), by and between Digital Brands Group, Inc., a Nevada corporation (the “Company”), and the holder of Series D Convertible Preferred Stock set forth on the signature page hereto (the “Holder”).

WHEREAS, the Holder beneficially owns shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”); and

WHEREAS, the Company has agreed to file a Certificate of Amendment to the Certificate of Designations, Preferences and Rights of the Series D Convertible Preferred Stock of the Company (the “Certificate of Amendment”) to, among other things, reset the “Floor Price” (as defined in the Certificate of Designations) applicable to the Series D Convertible Preferred Stock; and

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Execution Version

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 17, 2026 (this “Amendment”), is entered into among Empire State Realty Trust, Inc., a Maryland corporation (the “Parent”), Empire State Realty OP, L.P., a Delaware limited partnership (the “Borrower”), the Subsidiary Guarantors party hereto, each Lender party hereto, and Wells Fargo Bank, National Association, as Administrative Agent.

WHEREAS, reference is made to that certain Amended and Restated Credit Agreement, entered into as of November 14, 2025, among the Parent, the Borrower, the Lenders party thereto from time to time and the Administrative Agent (as amended, restated, extended, supplemented or otherwise modified in writing from time to time prior to the effectiveness of this Amendment, the “Existing Credit Agreement”);

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RESTRICTIVE COVENANT AGREEMENT

THIS RESTRICTIVE COVENANT AGREEMENT (“Agreement”) is made and entered into by and between Phillip K. Willett (“Executive”) and Pioneer State Bank (the “Bank”). The Bank and Executive shall sometimes be referred to herein together, as the “Parties.”

RECITALS

A.          During Executive’s employment with the Bank, Executive has personally generated and been entrusted with, and will continue to personally generate and be entrusted with, information, ideas and materials that are the Bank’s confidential and proprietary property, including, without limitation, trade secrets, confidential customer information and customer lists, and information related to other confidential and proprietary matters of the Bank.

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EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into effective as of July 14, 2026 (the “Effective Date”), by and between Pioneer State Bank (“Bank”), and Phillip K. Willett (“Executive”), each a “Party” or collectively the “Parties” to this Agreement.

RECITALS

WHEREAS, the Bank desires to employ Executive, and Executive desires to be employed by the Bank, on the terms and conditions set forth herein.

WHEREAS, as a result of Executive’s employment with the Bank, Executive will have access to and be entrusted with valuable information about the Bank’s business and customers, including trade secrets and confidential information; and

WHEREAS, the Parties believe it is in their best interests to make provision for certain aspects of their relationship during and after the period in which Executive is employed by the Bank.

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PIONEER STATE BANK 

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT

This Supplemental Executive Retirement Plan Agreement (“Agreement”) is made this 14th day of July 2026, by and between Pioneer State Bank, a Montana state-chartered bank, hereinafter referred to as “Bank,” and Phillip K. Willett, hereinafter referred to as “Executive.”

WHEREAS, the Executive has performed valuable services for the Bank; and

WHEREAS, the Executive currently serves as President, Chief Executive Officer of the Bank, and the Bank wishes to benefit from the Executive’s continued service to the continued profit of the Bank;

NOW, THEREFORE, in order to reward and encourage such continued loyal and valuable service, and to assist the Executive in adequately planning for the financial demands of retirement, and to provide also for the Executive’s family’s security in the event of disability or death, by providing the benefits described in Article I of the Agreement “Benefits”, the parties agree to the terms and conditions of the Agreement, as follows.

Article I

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CHANGE OF CONTROL AGREEMENT

THIS CHANGE OF CONTROL AGREEMENT is entered into effective as of July 14, 2026, by and between Pioneer State Bank, a Montana, a State-chartered bank (the “Bank”), and Phillip K. Willett (“Executive”).

RECITALS:

A.           Executive is the President and CEO of the Bank and is key to the continued successful management of the Bank.

B.            The Board (as defined herein) believes that it is in the best interests of the Bank (i) to provide assurances that the Bank will have the continued service of Executive notwithstanding the possibility, threat or occurrence of a Change of Control (as defined in Section 1.01), (ii) to diminish the distraction to Executive that may arise by virtue of the personal uncertainties and risks created by a threatened or pending Change of Control, and (iii) to encourage Executive’s full attention and dedication to the Bank currently and in the event of a threatened or pending Change of Control.

AGREEMENT:

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