Browse EX-10 agreements

***Certain identified information has been omitted from this exhibit because it is not material and is customarily and actually treated by the registrant as private or confidential. [***] indicates that information has been omitted. ***

**THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 NOR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS IN RELIANCE ON EXEMPTIONS THEREFROM AND THE ISSUANCE, TRANSFER OR DISPOSITION OF SUCH SECURITIES IS UNLAWFUL WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND THE REGULATIONS PROMULGATED PURSUANT THERETO (UNLESS EXEMPT THEREFROM) AND COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND REGULATIONS. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH REGISTRATION BEING OBTAINED, UNLESS THE ISSUANCE OR SALE IS SO EXEMPT **

**PRIVATE BANCORP OF AMERICA, INC. **

**EQUITY INCENTIVE PLAN **

**RESTRICTED STOCK UNIT AGREEMENT **

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**EMPLOYMENT AGREEMENT **

This Employment Agreement (this “Agreement”) is entered into as of May 22, 2026 (the “Commencement Date”), by and between CalPrivate Bank, a California corporation, its successors and permitted assigns (collectively, the “Bank”), and Richard L. Sowers (“Executive”), with reference to the following:

A. Executive and the Bank entered into that certain Employment Agreement dated April 29, 2023, as amended by the Amendment to Employment Agreement dated April 27, 2026 and the Second Amendment to Employment Agreement dated May 14, 2026 (“Prior Employment Agreement”);

B. The Prior Employment Agreement expires according to its terms on May 22, 2026;

C. Executive and the Bank desire to memorialize their agreement that the Prior Employment Agreement has expired by its terms and is replaced as of the Commencement Date with this Agreement;

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***Certain identified information has been omitted from this exhibit because it is not material and is customarily and actually treated by the registrant as private or confidential. [***] indicates that information has been omitted. ***

**THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 NOR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS IN RELIANCE ON EXEMPTIONS THEREFROM AND THE ISSUANCE, TRANSFER OR DISPOSITION OF SUCH SECURITIES IS UNLAWFUL WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND THE REGULATIONS PROMULGATED PURSUANT THERETO (UNLESS EXEMPT THEREFROM) AND COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND REGULATIONS. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH REGISTRATION BEING OBTAINED, UNLESS THE ISSUANCE OR SALE IS SO EXEMPT **

**PRIVATE BANCORP OF AMERICA, INC. **

**EQUITY INCENTIVE PLAN **

**RESTRICTED STOCK UNIT AGREEMENT **

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**CALPRIVATE BANK **

**LIFE INSURANCE AND **

**SPLIT DOLLAR AGREEMENT **

(By and Between CalPrivate Bank and Richard L. Sowers)

Insurer/Policy:		The Penn Mutual Life Insurance Company Policy #2881102
Bank:		CalPrivate Bank
Insured:		Richard (Rick) L. Sowers

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**EMPLOYMENT AGREEMENT **

This Employment Agreement (this “Agreement”) is entered into as of September 5, 2023 (the “Commencement Date”), by and between CalPrivate Bank, a California corporation, its successors and permitted assigns (collectively, the “Bank”), and Cory Stewart (“Executive”), with reference to the following:

A. The Bank considers the addition of Executive’s services, managerial skills, and business experience to be in the best interests of the Bank and its shareholders and desires to obtain the services of Executive on behalf of the Bank on the terms and conditions set forth herein;

B. Executive is expected to make a major contribution to the profitability, growth and financial strength of the Bank. Executive will be an officer and an employee of the Bank and will receive compensation for Executive’s services;

C. Executive desires to be an officer and an employee of the Bank on the terms and conditions set forth herein; and

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**PRIVATE BANCORP OF AMERICA, INC. **

**2026 OMNIBUS EQUITY INCENTIVE PLAN **

Section 1. Purpose of Plan.

The name of the Plan is the Private Bancorp of America, Inc. 2026 Omnibus Equity Incentive Plan (the “Plan”). The purposes of the Plan are to (i) provide an additional incentive to selected employees, directors, and independent contractors of the Company or its Affiliates whose contributions are essential to the growth and success of the Company, (ii) strengthen the commitment of such individuals to the Company and its Affiliates, (iii) motivate those individuals to faithfully and diligently perform their responsibilities and (iv) attract and retain competent and dedicated individuals whose efforts will result in the long-term growth and profitability of the Company. To accomplish these purposes, the Plan provides that the Company may grant Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Other Stock-Based Awards or any combination of the foregoing.

Section 2. Definitions.

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July 8, 2026

MSP Recovery, Inc.

MSP Recovery, LLC

3525 NW 7th St

Miami, FL 33125

Attention:	Special Committee of the Board of Directors of MSP Recovery, Inc.
	Tom Hawkins (tomhawkins61@gmail.com)
	Roger Meltzer (roger.meltzer@us.dlapiper.com)

RE: One-time Limited Advance—Conditions Under Master Transaction Agreement, Security Agreement, and LLCA

Dear Messrs. Hawkins and Meltzer:

Reference is made to:

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AMENDED AND RESTATED SECURITY AGREEMENT

among

MSP RECOVERY, LLC,

MSP RECOVERY, INC.,

LIONHEART II HOLDINGS, LLC,

the other Grantors listed on the signature pages hereto,

the Additional Grantors from time to time party hereto,

and

VIRAGE RECOVERY MASTER LP

Dated as of September 11, 2023

TABLE OF CONTENTS

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**AMENDMENT No. 4 TO **

AMENDED AND RESTATED SECURITY AGREEMENT

This Amendment dated as August 26, 2025, (this “Amendment”) is an amendment to the Amended and Restated Security Agreement dated as of September 11, 2023 (as amended, amended and restated, supplemented and/or otherwise modified from time to time, the “Security Agreement”) by and among each of the parties listed on the signature pages thereto and those additional entities that thereafter become parties thereto (collectively, jointly and severally, “Grantors” and each, individually, a “Grantor”) and Virage Recovery Master LP, a Delaware limited partnership, as secured party (the “Secured Party”).

Preliminary Statements

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**YPF Energía Eléctrica S.A. **

as the Company,

and

The Bank of New York Mellon,

as Trustee, Co-Registrar,

Principal Paying Agent and Transfer Agent,

and

Banco Santander Argentina S.A.,

as Registrar, Paying Agent, Transfer Agent and

Representative of the Trustee in Argentina

**INDENTURE **

Dated as of October 16, 2024

7.875% Senior Notes due 2032

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**TABLE OF CONTENTS **

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SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of , 2026 (the “Agreement Date”), is entered into by and between BAOSHENG MEDIA GROUP HOLDINGS LIMITED, a Cayman Islands exempted company (the “Company”), and HIGH WEST PARTNERS LLC, a California limited liability company (the “Investor”).

WHEREAS:

Subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Investor, and the Investor wishes to buy from the Company, from time to time and as provided herein, the lesser of (i) up to $30,000,000 of the Company’s Ordinary Shares, par value $0.0096 per share (the “Ordinary Shares”), or (ii) if the Ordinary Shares is listed on any exchange operated by The Nasdaq Stock Market or the New York Stock Exchange (any, an “Exchange”) up to an amount of shares of Ordinary Shares that constitutes the Exchange Cap (as defined below) (collectively, the “Commitment Amount”).

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2026 (the “Agreement Date”), is entered into by and between BAOSHENG MEDIA GROUP HOLDINGS LIMITED, a Cayman Islands exempted company (the “Company”), and HIGH WEST PARTNERS LLC, a California limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and between the parties hereto, dated as of the Agreement Date (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

WHEREAS:

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