Browse EX-10 agreements

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into effective as of the 29th day of June, 2026, between REX Management, Inc., an Ohio corporation (the “Corporation”), and DOUGLAS L. BRUGGEMAN (the “Employee”), under the following circumstances:

 

Recitals

 

A. The Corporation and Employee entered into that certain Employment Agreement dated June 2, 2015 (“Initial Agreement”), as amended by the First Amendment to Employment Agreement dated April 11, 2017 (“First Amendment”), as further amended by the Second Amendment to Employment Agreement dated March 27, 2018 (“Second Amendment”); as updated by that certain Employment Agreement dated May 24, 2022 (“2022 Agreement”), and together with the Initial Agreement, First Amendment, and Second Amendment the (“Original Employment Agreement”);

 

B. The Corporation and Employee desire to continue their employment relationship;

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EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into effective as of the 29th day of June, 2026, between REX Management, Inc., an Ohio corporation (the “Corporation”), and ZAFAR A. RIZVI (the “Employee”), under the following circumstances:

 

Recitals

 

A. The Corporation and Employee entered into that certain Employment Agreement dated June 2, 2015 (“Initial Agreement”), as amended by the First Amendment to Employment Agreement dated April 11, 2017 (“First Amendment”), as further amended by the Second Amendment to Employment Agreement dated March 27, 2018 (“Second Amendment”); as updated by that certain Employment Agreement dated May 24, 2022 (“2022 Agreement”), and together with the Initial Agreement, First Amendment, and Second Amendment the (“Original Employment Agreement”);

 

B. The Corporation and Employee desire to continue their employment relationship;

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EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into effective as of the 29th day of June, 2026, between REX Management, Inc., an Ohio corporation (the “Corporation”), and STUART A. ROSE (the “Employee”), under the following circumstances:

 

Recitals

 

A. The Corporation and Employee entered into that certain Employment Agreement dated June 2, 2015 (“Initial Agreement”), as amended by the First Amendment to Employment Agreement dated April 11, 2017 (“First Amendment”), as further amended by the Second Amendment to Employment Agreement dated March 27, 2018 (“Second Amendment”); as updated by that certain Employment Agreement dated May 24, 2022 (“2022 Agreement”), and together with the Initial Agreement, First Amendment, and Second Amendment the (“Original Employment Agreement”);

 

B. The Corporation and Employee desire to continue their employment relationship;

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BRANCHOUT FOOD INC.

 

Third Amended and Restated

Senior Secured Promissory Note

 

$4,000,000

 

January 28, 2026 (the “Issue Date”)

 

 

As amended and restated on April 17, 2026

 

 

As further amended and restated on May 15, 2026 

 

 

As further amended and restated on June 30, 2026 

 

FOR VALUE RECEIVED, BRANCHOUT FOOD, INC., a Nevada corporation (the “Company”) with its principal executive office at 205 SE Davis Ave., Suite C, Bend, Oregon 97702, promises to pay to the order of Kaufman Kapital LLC, a Delaware limited liability company, or its registered assigns (the “Holder” or “Payee”), the principal amount of Four Million Dollars ($4,000,000) (the “Principal Amount”), together with interest on such Principal Amount, on January 28, 2027 (the “Maturity Date”). Interest on this Second Amended and Restated Senior Secured Promissory Note (this “Note”) shall accrue on the Principal Amount outstanding at a rate per annum computed in accordance with Section 2 hereof. This Note represents (i) an initial advance in the amount of

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SECOND AMENDMENT TO REIMBURSEMENT AGREEMENT

SECOND Amendment (this “Amendment”) dated as of June 30, 2026 (the “Second Amendment Effective Date”), to that certain Reimbursement Agreement, dated as of November 14, 2024 (as amended by that certain First Amendment to Reimbursement Agreement, dated as of November 12, 2025, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Original Reimbursement Agreement”, and the Original Reimbursement Agreement, as amended by this Amendment, the “Amended Reimbursement Agreement”), by and among, inter alios, Surf Air Mobility Inc., a Delaware corporation (the “Company”), the other Obligors party thereto from time to time and Park Lane Investments LLC, as procurer of certain credit support for the benefit of the Company (with its successors, the “Credit Provider”), by and among the Company, the Credit Provider and the other Obligors party hereto. Capitalized terms used but not defined herein are used as defined in the Amended Reimbursement Agreement.

RECITALS:

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THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

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SURF AIR MOBILITY INC.

Senior Secured Term Note due 2028

Certificate No. 1

SURF AIR MOBILITY INC., a Delaware corporation (the “Company”), for value received, promises to pay to HIGH TRAIL SPECIAL SITUATIONS LLC (the “Initial Holder”), or its registered assigns, one hundred percent (100%) of the principal sum of thirty million dollars ($30,000,000) (such principal sum, the “Principal Amount”) on January 1, 2028, and to pay any outstanding interest thereon, as provided in this Note, in each case, as provided in and subject to the other provisions of this Note, including the earlier redemption or repurchase of this Note.

Unless otherwise indicated, references herein to “dollars” or “$” are to U.S. dollars.

Additional provisions of this Note are set forth on the other side of this Note.

[The Remainder of This Page Intentionally Left Blank; Signature Page Follows]

 

 

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IN WITNESS WHEREOF, Surf Air Mobility Inc. has caused this instrument to be duly executed as of the date set forth below.

SURF AIR MOBILITY INC.

Date: July 1, 2026 By:

Name:

Title:

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SURF AIR MOBILITY INC.

Senior Secured Convertible Note due 2027

Certificate No. 1

SURF AIR MOBILITY INC., a Delaware corporation (the “Company”), for value received, promises to pay to HIGH TRAIL SPECIAL SITUATIONS LLC (the “Initial Holder”), or its registered assigns, one hundred ten percent (110%) of the principal sum of sixteen million eight hundred and fifty-seven thousand one hundred forty-two dollars and eighty nine cents ($16,857,142.89) (such principal sum, the “Principal Amount” and one hundred ten percent (110%) of such Principal Amount, the “Maturity Principal Amount”) on July 1, 2027, and to pay any outstanding interest thereon, as provided in this Note, in each case, as provided in and subject to the other provisions of this Note, including the earlier redemption, repurchase or conversion of this Note.

Unless otherwise indicated, references herein to “dollars” or “$” are to U.S. dollars.

Additional provisions of this Note are set forth on the other side of this Note.

[The Remainder of This Page Intentionally Left Blank; Signature Page Follows]

 

 

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REGISTRATION RIGHTS AGREEMENT

 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 30, 2026, by and among Surf Air Mobility Inc., a Delaware corporation (the “Company”), and each buyer identified as a “Buyer” under the Purchase Agreement (each, a “Buyer” and, collectively, the “Buyers”).

 

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of June 30, 2026, by and among the Company, the Buyers and JGB Collateral LLC, as Collateral Agent (as amended, the “Purchase Agreement”).

 

The Company and each Buyer hereby agree as follows:

 

1. Definitions.

 

Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

 

“Advice” shall have the meaning set forth in Section 6(c).

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THIS SECURITY AND ANY SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR (B) AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

WARRANT TO PURCHASE SHARES OF COMMON STOCK

SURF AIR MOBILITY INC.

 

Warrant Shares: [ ]

Original Issuance Date: [ ], 2026

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of June 30, 2026, by and among Surf Air Mobility Inc., a Delaware corporation (the “Company”), Southern Airways Pacific, LLC and Southern Airways Express, LLC, each a Delaware limited liability company (individually and collectively, as the context requires, the “Subsidiaries”), each buyer identified on the signature pages hereto (each, including its successors and assigns, a “Buyer” and collectively, the “Buyers”), and JGB Collateral LLC, a Delaware limited liability company, as Collateral Agent.

WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company desires to issue and sell to each Buyer, and each Buyer, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

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OMNIBUS AMENDMENT AND EXCHANGE AGREEMENT

This OMNIBUS AMENDMENT AND EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of June 30, 2026, by and between Surf Air Mobility Inc., a Delaware corporation (the “Company”), High Trail Special Situations LLC (the “Note Holder”), and HT Investments MA LLC (the “Warrant Holder,” and together with the Note Holder, each, a “Holder,” and collectively, the “Holders”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Securities Purchase Agreement (as defined below).

RECITALS

WHEREAS, the Company and the Holders are parties to that certain Securities Purchase Agreement, dated as of November 10, 2025, by and among the Company and the Holders, as amended from time to time (the “Securities Purchase Agreement”);

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