Browse EX-10 agreements

INDEMNIFICATION AGREEMENT

This Agreement, made and entered into effective as of July 30, 2026 (“Agreement”), by and between East West Ave Acquisition Corp., a Nevada company (“Company”), and the undersigned indemnitee (“Indemnitee”).

WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgated have increased the potential for liability of officers and directors; and

WHEREAS, the board of directors of the Company (“Board”) has determined that the ability to attract and retain such persons is in the best interests of the Company’s shareholders; and

WHEREAS, it is reasonable, prudent and necessary for the Company to obligate itself contractually to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that such persons will serve or continue to serve the Company free from undue concern that they will not be adequately indemnified; and

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EAST WEST AVE ACQUISITION CORP.

July 30, 2026

East West Avenue LLC

131 Continental Drive Suite 305

Newark, DE 19713

RE: Securities Purchase Agreement

Ladies and Gentlemen:

We are pleased to accept the offer you (the “Subscriber”) have made to purchase 192,500 units (the “Units”), each comprised of one share of the common stock, par value $0.0001 per share (the “Common Stock”), and one right to receive one-fourth (1/4) of a share of Common Stock upon the consummation of the Company’s initial business combination (each, a “Right”) in ourselves, East West Ave Acquisition Corp., a Nevada corporation (the “Company”), whether or not the over-allotment option is exercised in connection with the initial public offering of the Company. The terms on which the Company is willing to sell the Units to the Subscriber pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the Company and the Subscriber’s agreements regarding such Units, are as follows:

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE OMITTED INFORMATION IS INDICATED BY [***].

STOCK PURCHASE AGREEMENT

by and among

MAVIS TIRE SUPPLY, LLC, as buyer,

METIS HOLDCO, INC., as buyer guarantor and solely for purposes of Sections 6.25 and 9.3,

ICAHN AUTOMOTIVE GROUP LLC, as seller

and

ICAHN ENTERPRISES L.P., as seller guarantor and solely for purposes of *Sections *6.1(d),* 6.3*, 6.4, 6.5, 6.6, *6.7, *6.10, 6.18, 6.22, 6.23, 6.25 and 9.2

Dated as of July 19, 2026

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Table of Contents

Article I****Definitions‌1

Article II****Stock Purchase; Closing‌19

2.1Purchase and Sale‌19

2.2Closing‌19

2.3Purchase Price‌19

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DAWSON JAMES SECURITIES, INC.

August 5, 2026

CONFIDENTIAL

Mr. Brian Valania CEO

Mitesco, Inc.

505 Beachland Blvd., Suite 1377

Vero Beach, FL. 32963

Re: Engagement Agreement – Advisory Services

Dear Mr. Valania:

The purpose of this engagement letter is to outline our agreement (“Agreement”) pursuant to which Dawson James Securities, Inc. (“Dawson”) will act as a financial advisor to Mitesco, Inc. (collectively, with its subsidiaries and affiliates, the “Company”).

The terms of our agreement in principle are as follows:

1. Engagement For Advisory Services; Services. The Company hereby engages Dawson, for the period beginning on the date hereof and ending Six (6) months from the date hereof. During the Engagement Period, Dawson will assist the Company as requested: (i) in formulating capital markets strategy; (ii) in evaluating potential financing offers; and (iii) to provide non-deal investor introductions for the Company.

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SUBLEASE AGREEMENT

THIS SUBLEASE AGREEMENT (“Sublease”) is made this 5th day of December, 2025 (the “Effective Date”), by and between Grown Rogue Unlimited, LLC, an Oregon limited liability company (“Sublandlord”), Christian Stiers, an individual, d/b/a/ Stiers Farms (“Subtenant”).

WITNESSETH

WHEREAS, Sublandlord, as Tenant, and Rainbow WBSE MN LLC, as Landlord (“Landlord”), are parties to that certain Lease Agreement dated December 5, 2025 (the “Lease”) demising certain space containing approximately One Hundred Nine Thousand (109,000) rentable square feet (the “Leased Premises”) in the building located at 40 77th Ave. NE, Fridley, MN 55432 (the “Building”); and

WHEREAS, Sublandlord desires to sublease to Subtenant, and Subtenant desires to sublease from Sublandlord, a portion of the Leased Premises, containing approximately One Hundred Nine Thousand (109,000) rentable square feet of the Building, as shown on the floor plan attached hereto as Exhibit A, on the terms and conditions set forth in this Sublease; and

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LEASE GUARANTY

THIS **LEASE GUARANTY **(this “Guaranty”), dated as of December 5, 2025, is made by made by GROWN ROGUE INTERNATIONAL INC., a Canadian corporation (“Guarantor”), for the benefit of RAINBOW WBSE MN LLC, a Delaware limited liability company, having its principal office at c/o Rainbow Realty Group, LLC, 60 Cutter Mill Road, Suite 303, Great Neck, New York 11021 (“Landlord”).

RECITALS

WHEREAS, pursuant to that certain Lease Agreement, dated as of the date hereof, by and between Grown Rogue Unlimited, LLC, an Oregon limited liability company (“Tenant”), as tenant, and Landlord, as landlord (as the same may be amended or otherwise modified from time to time in accordance with the terms thereof, the “Lease”), Landlord has leased that certain property as more particularly described on Exhibit A attached hereto and made a part hereof (collectively, the “Property”) to Tenant, as more particularly described therein;

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FIRST AMENDMENT TO COMMERCIAL LEASE AGREEMENT

(LEASE EXTENSION)

This First Amendment to Commercial Lease Agreement (this “Amendment”) is entered into as of April 1, 2026 (the “Amendment Effective Date”), by and between:

LESSOR: 2046 Lars, LLC, an Oregon limited liability company (“Lessor”); and LESSEE: Grown Rogue Gardens, LLC, an Oregon limited liability company (“Lessee”).

Lessor and Lessee are sometimes collectively referred to herein as the “Parties” and each individually as a “Party.”

RECITALS

WHEREAS, Lessor and Lessee entered into that certain Commercial Lease Agreement dated July 1, 2021 (the “Original Lease”), for the property located at 2046 Lars Way, Jackson County, Oregon, 97501, consisting of approximately 20,000 square feet of industrial warehouse building with fenced yard and loading docks (the “Premises”);

WHEREAS, the Original Lease provides for an initial term commencing July 1, 2021 and expiring June 30, 2026, together with two (2) five-year extension options as set forth in Section 3.2 of the Original Lease;

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LEASE AGREEMENT

This LEASE AGREEMENT (“Lease”) is made as of the 5th day of December, 2025 (the “Effective Date”), by and between RAINBOW WBSE MN LLC, a Delaware limited liability company, having its principal office at c/o Rainbow Realty Group, LLC, 60 Cutter Mill Road, Suite 303, Great Neck, New York 11021 (“Landlord”), and GROWN ROGUE UNLIMITED, LLC, an Oregon limited liability company, having an address at 550 Airport Road, Medford, OR 97504 (“Tenant”).

Landlord hereby leases to Tenant and Tenant hereby rents from Landlord the Property (hereinafter defined) for the Term (hereinafter defined) and at the Rent (hereinafter defined) and on all the terms and conditions set forth herein. Intending to be legally bound hereunder and in consideration of the rents to paid hereunder and other good and valuable consideration, Landlord and Tenant hereby agree with each other as follows:

ARTICLE I

BASIC LEASE INFORMATION AND DEFINITIONS

Section** **1.01 Basic Lease Information and Definitions

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FIRST AMENDING AGREEMENT TO THE

GRAN TIERRA CANADA LTD. SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED OCTOBER 30, 2025

THIS FIRST AMENDING AGREEMENT (the “Agreement”) is made effective as of May 12, 2026 (the “First Amendment Date”), between GRAN TIERRA CANADA LTD., as borrower, NATIONAL BANK OF CANADA, as Agent, and the Lenders party hereto.

PREAMBLE:

A.Pursuant to a second amended and restated credit agreement dated October 30, 2025 (as amended, restated, supplemented or otherwise modified to the date hereof, the “Credit Agreement”) among Gran Tierra Canada Ltd. (the “Borrower”), the lenders from time to time party thereto (collectively, the “Lenders”) and National Bank of Canada, as agent on behalf of the Lenders (the “Agent”), the Lenders agreed to provide the Borrower with the Credit Facilities.

B.The Parties wish to amend the Credit Agreement on the terms and conditions provided in this Agreement.

AGREEMENT:

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TRANSITION AND RETIREMENT AGREEMENT

This Transition and Retirement Agreement (this “Agreement”) is entered into as of May 28, 2026 (the “Effective Date”) by and between Tracy Skeans (“You”) and YUM! Brands, Inc., a North Carolina corporation (the “Company”).

WHEREAS, you currently serve as the Chief Operating Officer and Chief People & Culture Officer of the Company;

WHEREAS, you and the Company desire to transition you to the role of Senior Advisor until your retirement from the Company.

NOW, THEREFORE, for the promises and covenants set forth herein and for such other good and valuable consideration, the receipt of which is hereby acknowledged, you and the Company enter into this Agreement on the following terms and conditions:

1.Transition; Retirement.

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Exhibit 10.24.7

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*],

HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE

REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

AMENDMENT NO. 10

TO THE

COLLABORATION AGREEMENT

This Amendment No. 10 to the Collaboration Agreement (this “Amendment”) is entered into as

of the 23rd day of June, 2026 (the “Amendment Effective Date”) by and between Amgen Inc.,

a Delaware corporation with a place of business at One Amgen Center Drive, Thousand Oaks,

California 91320 (“Amgen”), and AstraZeneca Collaboration Ventures, LLC, a Delaware

limited liability company with a place of business at 1800 Concord Pike, Wilmington, Delaware

19850 (“Partner”).  Amgen and Partner are sometimes referred to herein individually as a

“Party” and collectively as the “Parties”.

WHEREAS, Amgen and Partner entered into that certain Collaboration Agreement, dated as of

March 30, 2012, as amended by Amendment No.1 to the Collaboration Agreement, dated

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Exhibit 10.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of August 2, 2026, by and between HF Sinclair Corporation, a Delaware corporation (the “Company”), on the one hand, and REH Advisors Inc. (the “Selling Stockholder”), on the other hand. Recitals WHEREAS, the Selling Stockholder beneficially owns an aggregate of 11,256,662 shares of the Company’s outstanding common stock, par value $0.01 per share (the “Common Stock”), constituting approximately 6% of the outstanding Common Stock; and WHEREAS, the Selling Stockholder desires to sell to the Company, and the Company desires to repurchase from the Selling Stockholder, an aggregate of 2,375,000 shares of Common Stock (the “Shares”) at a price of $89.41 per Share, for an aggregate price of $212,348,750 for the Shares (such aggregate purchase price, the “Purchase Price”), upon the terms and subject to the conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are her

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