JERSEY MIKE’S SUBS INC.

2026 OMNIBUS INCENTIVE PLAN

1. Purpose. The purpose of the Jersey Mike’s Subs Inc. 2026 Omnibus Incentive Plan is to provide a means through which the Company and the other members of the Company Group may attract and retain key personnel, and to provide a means whereby directors, officers, employees, consultants, and advisors of the Company and the other members of the Company Group can acquire and maintain an equity interest in the Company, or be paid incentive compensation, including incentive compensation measured by reference to the value of Common Stock, thereby strengthening their commitment to the welfare of the Company Group and aligning their interests with those of the Company’s stockholders.

2. Definitions. The following definitions shall be applicable throughout the Plan.

(a) “Absolute Share Limit” has the meaning given to such term in Section 5(b) of the Plan.

(b) “Adjustment Event” has the meaning given to such term in Section 12(a) of the Plan.

…

INDEMNIFICATION AGREEMENT

This Indemnification Agreement is dated as of [________], 2026 (this “Agreement”) and is between Jersey Mike’s Subs Inc., a Delaware corporation (the “Company”), and the undersigned director/officer of the Company (the “Indemnitee”).

Background

The Company believes that, in order to attract and retain highly competent persons to serve as directors or in other capacities, including as officers, it must provide such persons with adequate protection through indemnification against the risks of claims and actions against them arising out of their services to and activities on behalf of the Company.

The Company desires and has requested the Indemnitee to serve, or to continue to serve, as a director and/or officer of the Company and, in order to induce the Indemnitee to serve, or to continue to serve, in such capacity, the Company is willing to grant the Indemnitee the indemnification provided for herein. The Indemnitee is willing to so serve, or to continue to serve, on the basis that such indemnification be provided.

…

JERSEY MIKE’S SUBS INC.

2026 EMPLOYEE STOCK PURCHASE PLAN

1. Purpose and Term.

(a) The purpose of the Jersey Mike’s Subs Inc. 2026 Employee Stock Purchase Plan, as it may be amended and/or restated from time to time (the “Plan”), is to give Eligible Employees of Jersey Mike’s Subs Inc., a Delaware corporation (the “Company”), and its Designated Companies an opportunity to purchase shares of Common Stock and to promote its best interests and enhance its long-term performance. The Company intends for each Offering to either (i) qualify as being under an “employee stock purchase plan” under Code Section 423 (each such Offering, a “Section 423 Offering”) or (ii) not comply with the requirements of Code Section 423 (each such Offering, a “Non-Section 423 Offering”). The Plan shall be construed so as to comply with the requirements of Code Section 423 with respect to Section 423 Offerings. Any provisions required to be included in the Plan under Code Section 423 are hereby included as fully as though set forth in the Plan. Any Non-Section 423 Offerings may, but are not required to,

…

INCENTIVE UNIT SUBSCRIPTION AGREEMENT

(Class B Units of the Aggregator)

THIS INCENTIVE UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) by and between Jersey Mike’s Management Aggregator LLC, a Delaware limited liability company (the “Aggregator”), Jersey Mike’s HoldCo, LLC, a Delaware limited liability company (“HoldCo”), and the individual (“Executive”) named on the individual’s signature page hereto (the “Signature Page”) is made as of the Closing Date.

WHEREAS, HoldCo is an indirect interest holder of Jersey Mike’s Franchise System’s, LLC (the “Employer”);

WHEREAS, on the terms and subject to the conditions hereof, Executive desires to subscribe for and acquire from the Aggregator, and the Aggregator desires to issue and provide to Executive, Class B Units of the Aggregator (collectively, the “Incentive Units”), in the amount set forth on the Signature Page, as hereinafter set forth;

…

July 1, 2026

Matthew Bromberg

Via E-mail

Dear Matthew,

It is a pleasure to offer you the position of member of the board of directors (the “Board”) of Jersey Mike’s Subs Inc., a Delaware corporation (the “Company”).

The Company is pleased to offer you the following:

| | |

…

JERSEY MIKE’S MANAGEMENT AGGREGATOR LLC

EQUITY INCENTIVE PLAN

Section 1. Purpose. The purpose of this Jersey Mike’s Management Aggregator LLC Equity Incentive Plan (as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Plan”) is to promote the interests of Jersey Mike’s HoldCo, LLC, a Delaware limited liability company (“HoldCo”), and its Subsidiaries, and their respective Affiliates, by (a) attracting and retaining exceptional officers and other employees and consultants of HoldCo and its Subsidiaries and non-employee directors of HoldCo and its Subsidiaries and Affiliates and (b) enabling such individuals to acquire and maintain an indirect equity interest in HoldCo through their equity interests in the Aggregator (as defined below) and participate in the long-term growth and financial success of HoldCo and its Subsidiaries and Affiliates, thereby aligning their interests with those of HoldCo’s equityholders.

…

TAX RECEIVABLE AGREEMENT

between

JERSEY MIKE’S SUBS INC.

and

THE PERSONS NAMED HEREIN

Dated as of [_____], 2026

---

TABLE OF CONTENTS

			Page
ARTICLE I DEFINITIONS			2
SECTION 1.1	Definitions		2

…

STOCKHOLDERS AGREEMENT

DATED AS OF [], 2026

BETWEEN

JERSEY MIKE’S SUBS INC.

AND

THE OTHER PARTIES HERETO

---

TABLE OF CONTENTS

Page

ARTICLE I. INTRODUCTORY MATTERS		1
1.1	Defined Terms	1
1.2	Construction	5
ARTICLE II. CORPORATE GOVERNANCE MATTERS		5
2.1	Election of Directors	5
2.2	Compensation	7

…

EXCHANGE AGREEMENT

EXCHANGE AGREEMENT (this “Agreement”), dated as of July [_____], 2026, among Jersey Mike’s Subs Inc., a Delaware corporation, Jersey Mike’s HoldCo, LLC, a Delaware limited liability company, and the holders, other than the Corporation (as defined herein), of Common Units (as defined herein) from time to time party hereto.

WHEREAS, the parties hereto desire to provide for the exchange of Common Units for shares of Class A Common Stock (as defined herein), on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

SECTION 1.1. Definitions

The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.

“Agreement” has the meaning set forth in the preamble of this Agreement.

…

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (as amended from time to time, this “Agreement”) is dated as of July [_____], 2026 and is between Jersey Mike’s Subs Inc., a Delaware corporation (the “Company”), the Blackstone Stockholders (as defined below) and the Founder Stockholders (as defined below).

W I T N E S S E T H

WHEREAS, the Company is effecting an IPO (as defined below) of its shares (as defined below);

WHEREAS, the Company desires to grant registration rights to the Blackstone Stockholders and the Founder Stockholders on the terms and conditions set out in this Agreement.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the Company, the Blackstone Stockholders and the Founder Stockholders agree as follows:

ARTICLE i

Definitions

In this Agreement:

…

NOTE PURCHASE AGREEMENT

This Note Purchase Agreement (this “Agreement”) is dated as of June 30, 2026 between Alternus Clean Energy, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Investor”).

**WHEREAS, **the Investor wishes to purchase from the Company, and the Company wishes to issue and sell to the Investor, an OID Promissory Note in the form of Appendix A attached hereto (the “Note”) and 750 shares of Series F Convertible Preferred Stock in the form of Appendix B attached hereto, in an aggregate principal amount (before giving effect to any OID) of $1,000,000 (the “Offering”);

WHEREAS, the Company and Investor are executing and delivering this Agreement in reliance upon an exemption from securities registration requirements of the Securities Act of 1933, as amended, afforded by the provisions of Section 4(a)(2) and/or Rule 506(b) of Regulation D promulgated thereunder by the U.S. Securities and Exchange Commission;

…

Exhibit 10.3

$400,000,000

TERM LOAN AGREEMENT

among

TXNM ENERGY, INC.,
as Borrower,

THE LENDERS IDENTIFIED HEREIN,

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent

DATED AS OF JULY 17, 2026

WELLS FARGO SECURITIES, LLC,
as Sole Lead Arranger and Bookrunner

---

TABLE OF CONTENTS

SECTION 1							DEFINITIONS AND ACCOUNTING TERMS	5
1.1							Definitions	5
1.2							Computation of Time Periods and Other Definitional Provisions	28

…