Browse EX-10 agreements

SECURITIES PURCHASE AGREEMENT

证券购买协议

This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of July 29, 2026 by and among Zeta Network Group, an exempted company with limited liability incorporated under the laws of Cayman Islands (the “Company”), and individuals listed in Exhibit B hereto and each affixes its signature on the signature page of this Agreement (each, a “Purchaser”; collectively, the “Purchasers”).

本证券购买协议(“本协议”或“协议”)于2026年7月29日，Zeta Network Group，一家根据开曼群岛法律注册成立的获豁免有限责任公司（“公司”），和附录**B下所列的且在此合同签名页上签署的个人（“购买人”）之间合意签订。

RECITALS

前言

WHEREAS, the Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”) and/or Regulation S (“Regulation S”) as promulgated under the Securities Act;

鉴于，根据美国证监会在修订的1933年证券法（“证券法”）的基础上制定的规则S（“规则S”），和/或证券法条文4（a）（2）下的豁免规定，公司和购买人在此签署和交换本协议；

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Certain identified information has been omitted from this exhibit because it is (i) not material and (ii) of the type that the registrant treats as private or confidential. [***] indicates the information has been omitted.

Execution Version

CO-DEVELOPMENT AND LICENSING AGREEMENT

BUTTERFLY - MIDJOURNEY

This Co-Development and Licensing Agreement (“Agreement”) is made and entered into as of November 13, 2025 (“Effective Date”) by and between Midjourney, Inc., a Delaware corporation (“Midjourney”), and BFLY Operations, Inc., a Delaware corporation (“Butterfly”). Midjourney and Butterfly may each be referred to herein as a “Party” and collectively as the “Parties”.

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May 15, 2026

Mr. William F. Gifford, Jr.
Director and Chief Executive Officer
Altria Group, Inc.
6601 West Broad Street
Richmond, VA 23230

Agreement and General Release

Dear Billy:

This letter sets forth the agreement (the “Agreement”) between you and Altria Group, Inc. (the “Company”) regarding your retirement and separation from the Company.

1.Last Day of Employment and Effective Date. Based on your announced retirement plans, you acknowledge that your employment with the Company ended on May 14, 2026 (“Departure Date”). The effective date of this Agreement shall be the Departure Date.

2.Benefits and Retirement Plans. Following your Departure Date, you will be entitled to payments, contributions and benefits under the normal terms and conditions of the Company’s benefit plans and compensation arrangements.

3.Unused Vacation. You will be paid the amount of $113,268.98 for your 2026 accrued unused vacation days (19 days). This payment is subject to applicable withholding and is not contingent upon you signing this Agreement.

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TIME SHARING AGREEMENT

This TIME SHARING AGREEMENT (the "Agreement") is made and entered into effective as of the 13th day of May , 2026, by and between Altria Client Services LLC, with an address of 6601 West Broad Street; Richmond, VA 23230 ("Operator") and Salvatore Mancuso,with an address of 6601 West Broad Street; Richmond, VA 23230 ("Lessee").

WHEREAS, Operator owns the aircraft more particularly described on Exhibit A attached hereto (collectively, the "Company Aircraft");

WHEREAS, Operator employs a fully qualified flight crew to operate the Company Aircraft;

WHEREAS, Lessee is required by the Compensation and Talent Development Committee of the Altria Group, Inc. Board of Directors to use Company Aircraft for all travel for reasons of safety and security;

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May 13, 2026

Mr. William F. Gifford, Jr.

6601 West Broad Street

Richmond, Virginia 23230

Re: Termination of Aircraft Time Share Agreement

Dear Billy:

In connection with your retirement, we confirm that the Time Share Agreement, dated February 23, 2023, between you and Altria Client Services LLC terminated effectively at 12:01 a.m. on May 14, 2026. Invoices for any charges incurred through the date of termination will be forwarded in the ordinary course of business and will be payable on the terms set forth in the Time Share Agreement.

Best regards,

Altria Client Services LLC

By: /s/ THOMAS H. WATSON

Name: Thomas H. Watson

Title: Vice President, Total Awards, Aviation & Corp. Security

AGREED TO AS OF THE DATE INDICATED:

/s/ WILLIAM F. GIFFORD, JR.

William F. Gifford, Jr.

Date: May 13, 2026

THE ALTRIA GROUP, INC.

2025 PERFORMANCE INCENTIVE PLAN

PERFORMANCE STOCK UNIT AGREEMENT

    ALTRIA GROUP, INC. (“Company”), a Virginia corporation, hereby grants to the employee identified in the Stock Award section of the Award Statement (“Employee”) under the Altria Group, Inc. 2025 Performance Incentive Plan (“Plan”) a performance stock unit award (“Award”) with respect to the target number of shares of Common Stock of the Company (“Common Stock”) set forth in the Stock Award section of the Award Statement (“PSUs”), all in accordance with and subject to the following terms and conditions of this Performance Stock Unit Agreement (“Agreement”).

1.    Definitions.Whenever the following terms are used in this Agreement, they will have the meanings set forth below. Capitalized terms not otherwise defined herein will have the same meanings as in the Plan.

(a)“Award Date”means the date on which the Award is granted to the Employee, as specified in the Award Statement.

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Execution Version

CREDIT AGREEMENT

dated as of

July 29, 2026

among

EXTREME NETWORKS, INC.,
as Borrower,

The Lenders Party Hereto,

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent,

BMO Bank N.A.,

Wells Fargo Bank, N.A.,

PNC Bank, National Association

Silicon Valley Bank,

a division of First-Citizens Bank & Trust Company,

and

TD Securities (USA) LLC,

as Syndication Agents, and

Bank of America, N.A.,

as Documentation Agent

_______________________________

JPMORGAN CHASE BANK, N.A.,

BMO Bank N.A.,

Wells Fargo Securities, LLC,

PNC Capital Markets LLC

Silicon Valley Bank,

a division of First-Citizens Bank & Trust Company,

and

TD Securities (USA) LLC,

as Joint Bookrunners and Joint Lead Arrangers

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FORM OF 2026 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT FOR NON-EMPLOYEE DIRECTORS

RESTRICTED STOCK UNIT GRANT NOTICE
UNDER THE
LAUREATE EDUCATION, INC.
2026 LONG-TERM INCENTIVE PLAN

Laureate Education, Inc., a Delaware corporation (the “Company”), pursuant to its 2026 Long-Term Incentive Plan (as amended and/or restated from time to time, the “Plan”), hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below. The Restricted Stock Units are subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Agreement (attached hereto), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.

Participant:    

Date of Grant:     

Number of Restricted Stock Units:     

Vesting Schedule:

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Exhibit 10.1

CONSULTING** AGREEMENT**

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*T**HIS CONSULTING AGREEMENT (the “Agreement”) is made by and between Bicycle TherapeuticsInc. (“Company”**)andJaniceBourque(*“Consultant”**),effectiveasofJune17th,2026 (the “Effective Date”).

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1.E*NGAGEMENT OF SERVICES*.** **Subject to the terms of this Agreement, Consultant agrees to provide consulting services to Company as described in **Exhibit A **hereto (the “Services”). Consultantagreestoexercisediligenceandthehighest degreeofprofessionalisminprovidingthe Services.Consultant shall perform all Services in compliance with all applicable laws.

2.C**OMPENSATION.**** **As sole compensation for the performance of the Services, Company will pay to Consultant the amounts and on the schedule specified in Exhibit A.

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EXECUTION COPY

AMENDMENT NO. 2

Dated as of July 28, 2026

to

SEVENTH AMENDED AND RESTATED LOAN AGREEMENT

Dated as of September 29, 2022

THIS AMENDMENT NO. 2 (this “Amendment”) is made as of July 28, 2026 by and among Myers Industries, Inc., an Ohio corporation (the “Company”), MYE Canada Operations Inc. (“MYE Canada”), Scepter Canada Inc. (“Scepter” and, together with MYE Canada, the “Foreign Subsidiary Borrowers” and, together with the Company, the “Borrowers”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, National Association, as Administrative Agent (the “Administrative Agent”), under that certain Seventh Amended and Restated Loan Agreement dated as of September 29, 2022 by and among the Borrowers, the Lenders and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Loan Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Amended Loan Agreement.

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RELEASE AND SEPARATION AGREEMENT

This Release and Separation Agreement (this “Agreement”) is entered into as of July 29, 2026 (the “Effective Date”), by and between Mangoceuticals, Inc., a Texas corporation (the “Company”), and Jacob Cohen (“Executive”).

RECITALS

WHEREAS, Executive is employed as the Chief Executive Officer of the Company pursuant to that certain Amended and Restated Executive Employment Agreement dated December 13, 2024 (the “Employment Agreement”); and

WHEREAS, the Company is entering into a business combination (the “Transaction”) with Nuclea Energy Inc. (“Nuclea”), pursuant to a Business Combination Agreement executed contemporaneously herewith (the “BCA”), which, upon Completion shall constitute a Change of Control under the Employment Agreement; and

WHEREAS, in connection with the Transaction, Upon the Closing, Executive will transition from his position as Chief Executive Officer to the position of President of the Company;

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Execution Version

AGREEMENT AND PLAN OF MERGER

by and AMONG

TWIN EAGLE HOLDINGS N.A., LLC,

EXPAND ENERGY CORPORATION,

EIKON AW HOLDINGS, LLC,

AND

TERM HOLDINGS, LLC

Dated as of July 24, 2026

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