Browse EX-10 agreements

Exhibit 10.38.1

October 1, 2025

VIA EMAIL

Beneficient Holdings, Inc.

Hicks Holdings Operating, LLC

Altiverse Capital Markets, L.L.C.

Bruce Schnitzer

Richard W. Fisher

James G. Silk

Re: Limited Waiver for Conversion of Preferred Series A Subclass 1 Unit Accounts

To the Holders of Preferred Series A Subclass 1 Unit Accounts:

This notice (the “Conversion Notice”) is being provided to you as a holder of Preferred Series A Subclass 1 Unit Accounts (“Preferred A-1 Unit Accounts”) of **Beneficient **Company Holdings, L.P. (“BCH”) pursuant to that certain Ninth Amended and Restated Limited Partnership Agreement of BCH (as amended, the “BCH LPA”) and is intended to inform you of the following described limited opportunity to convert and exchange Preferred A-1 Unit Accounts into shares of the Class A common stock, par value $0.001 (the “Class A Common Stock”) of Beneficient, a Nevada corporation (“Beneficient”). To facilitate such proposed conversion, **Beneficient **Company Group, L.L.C., as general partner of BCH (the “***General Par

…

Exhibit 10.38.4

Voting and Lock-Up Agreement

This Voting Agreement (this “Agreement”), dated as of October __, 2025 is entered into by and among the undersigned stockholders (each, a “Stockholder” and together, the “Stockholders”) of Beneficient, a Nevada corporation (the “Company”), and the Company. The Company and the Stockholders are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

…

Exhibit 10.38.3

ASSIGNMENT AND ACCEPTANCE AGREEMENT

** **

This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this “Assignment”) is made and entered into this ___ day of October, 2025 (the “Effective Date”), by and between the undersigned holder (“Assignor”), Beneficient Company Holdings, L.P., a Delaware limited partnership (“Assignee”), Beneficient, a Nevada corporation (the “Company”), and Beneficient Company Group, L.L.C, a Delaware limited liability company (“Ben LLC”). Capitalized terms used herein but not defined shall have the meaning set forth in the Ninth Amended and Restated Agreement of Limited Partnership of the Assignee (as amended, the “Partnership Agreement”).

RECITALS:

WHEREAS, Assignor currently holds certain Preferred Series A Subclass 1 Unit Accounts (“Preferred A-1 Unit Accounts”) of the Assignee;

…

Beneficient

** **

Subscription Agreement

** **

---

Thank you for considering an investment in Beneficient, a Nevada corporation. Here are the next steps:

■	Review the Form 10-K, the Form 10-Qs and our subsequent filings with the SEC
■	Provide the information requested herein
■	Provide the ownership identification information and documentation requested in Annex A
■	Sign where requested

** **

…

Exhibit 10.38.2

NOTICE OF EXCHANGE

Beneficient

Beneficient Company Group, L.L.C.

Beneficient Company Holdings, L.P.

325 N. St. Paul Street, Suite 4850

Dallas, Texas 75201

Attn: General Counsel

Reference is hereby made to that certain letter dated October 1, 2025 (the “Conversion Notice”) regarding a limited waiver for the conversion of Preferred Series A Subclass 1 Unit Accounts (“Preferred A-1 Unit Accounts”) of Beneficient Company Holdings, L.P. (“BCH”) pursuant to the Exchange Agreement (the “Exchange Agreement”) among Beneficient (“Beneficient”), Beneficient Company Group, L.L.C. (“Ben LLC”) and BCH, as amended from time to time, and to the Ninth Amended and Restated Limited Partnership Agreement (as amended, the “BCH LPA”) of Beneficient Company Holdings, L.P.

…

Beneficient

Subscription Agreement

Thank you for considering an investment in Beneficient, a Nevada corporation. Here are the next steps:

■	Review the Form 10-K, the Form 10-Qs and our subsequent filings with the SEC
■	Provide the information requested herein
■	Provide the ownership identification information and documentation requested in Annex A
■	Sign where requested

** **

CONTENTS OF THIS DOCUMENT

** **

…

Beneficient

Subscription Agreement

Thank you for considering an investment in Beneficient, a Nevada corporation. Here are the next steps:

■	Review the Form 10-K, the Form 10-Qs and our subsequent filings with the SEC
■	Provide the information requested herein
■	Provide the ownership identification information and documentation requested in Annex A
■	Sign where requested

** **

CONTENTS OF THIS DOCUMENT

** **

…

***Execution Version ***

***FORM OF ***

***AMENDED AND RESTATED ***

***REGISTRATION RIGHTS AGREEMENT ***

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 18, 2026, is made and entered into by and among Teamshares Inc., a Delaware corporation (formerly known as Live Oak Acquisition Corp. V, a Cayman Islands exempted company, prior to the Domestication (as defined herein)) (the “Company”), Live Oak Sponsor V, LLC, a Delaware limited liability company (the “Sponsor”), the members of the Sponsor identified on the signature pages hereto under “Other Sponsor Holders” (such members, together with the Sponsor, the “Sponsor Holders”), each of the undersigned parties listed on the signature page hereto under “PIPE Holders” (the “PIPE Holders”), each of the undersigned parties listed on the signature page hereto under “Teamshares Holders” (the “Teamshares Holders”) and each of the undersigned parties listed on the signature page hereto under “Other Holders” (the “Other Holders” and each such party, t

…

---

**FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT **

This First Amendment to Asset Purchase Agreement (this “Amendment”) is entered into as of July 24, 2026, by and between Francisco Antonio Sbert Mousko, an individual, ID No. V-7.232.769 (“Seller”), and Ecominas Corp., formerly known as International Luxury Products, Inc. and Pure North Analytics Corp., a Nevada corporation (“Buyer” or the “Company”). Seller and Buyer may each be referred to as a “Party” and collectively as the “Parties.”

**RECITALS **

WHEREAS, the Parties entered into that certain Asset Purchase Agreement dated February 5, 2026 (the “Original Agreement”);

WHEREAS, the Purchased Assets identified in the Original Agreement include the assets described on Schedule A, Schedule B and Schedule C thereto;

WHEREAS, the Parties desire to exclude all physical assets identified on Schedule A from the Purchased Assets, while retaining the technology and intellectual-property assets identified on Schedule B and the real-property and land-use interests identified on Schedule C;

…

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of [_____], 2026, between Moleculin Biotech, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE I.
    DEFINITIONS

…

COMMITMENT AND BACKSTOP AGREEMENT

This COMMITMENT AND BACKSTOP AGREEMENT (this “Agreement”), dated July 28, 2026, is made and entered into by and among (i) PBT Land and Minerals, Inc., a Texas corporation (the “Company”), (ii) SoftVest, L.P., a Delaware limited partnership (“SoftVest”), (iii) Horizon Kinetics Asset Management LLC, a Delaware limited liability company, on behalf of itself and its affiliated companies (collectively, “Horizon Kinetics”), (iv) Blackbeard Security Holdings, LLC, a Texas limited liability company (“Blackbeard”), and (v) Greybeard Energy, LLC, a Delaware limited liability company (“Greybeard” and together with Blackbeard, the “Blackbeard Parties”). SoftVest, Horizon Kinetics, Blackbeard and Greybeard are collectively referred to as the “Commitment Parties” and SoftVest and Horizon Kinetics are together referred to as the “Backstop Purchasers.” The Company and the Commitment Parties are each sometimes referred to herein as a “Party” and collectively, as the “Parties.”

…

** **

PBT LAND AND MINERALS, INC.
OMNIBUS INCENTIVE PLAN

Article I.
PURPOSE

The purpose of this PBT Land and Minerals, Inc., Omnibus Incentive Plan (this “Plan”) is to promote the success of the Company’s business for the benefit of its stockholders by aligning employee and stockholder interests through the grant of cash and equity-based incentives to Eligible Individuals in order to attract, retain, and reward such individuals and strengthen the alignment of interests between such individuals and the Company’s stockholders.

Article II.
DEFINITIONS

2.1 “Affiliate” means a corporation or other entity controlled by, controlling, or under common control with the Company. The term “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of such Person, whether through the ownership of voting or other securities, by contract or otherwise.

…