Browse EX-10 agreements

ASSIGNMENT OF EXCHANGE RIGHTS, JOINDER AND PARTIAL SATISFACTION OF NOTE AGREEMENT

 

This Assignment of Exchange Rights, Joinder and Partial Satisfaction of Note Agreement (this “Agreement”) is entered into as of June 22, 2026 (the “Effective Date”), by and between:

 

VisionWave Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (“VisionWave”);

 

Adrian Holdings S.R.L., a company organized and existing under the laws of the Republic of Costa Rica (“Adrian”).

 

VisionWave and Adrian are each referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Exchange Agreement (as defined below).

 

RECITALS

 

WHEREAS, VisionWave and SaverOne are parties to that certain Exchange Agreement, dated as of January 26, 2026 (the “Exchange Agreement”), pursuant to which, among other things, SaverOne agreed to issue to VisionWave SaverOne Ordinary Shares in three sequential Stages in exchange for shares of VisionWave Common Stock;

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Exhibit 10.1

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

 

This Amended and Restated Employment Agreement (“Agreement”) is made and entered into by and between Prairie Operating Employee Co., LLC, a Delaware limited liability company (the “Company”), and Gregory S. Patton (“Executive”), effective as of June 23, 2026 (the “Effective Date”).  This Agreement amends, restates, supersedes and replaces that certain Amended and Restated Employment Agreement, dated effective as of August 13, 2025, between Executive and the Company (the “Prior Agreement”).

 

1.          Employment.  During the Employment Period (as defined in Section 4), the Company shall employ Executive, and Executive shall serve, as and Chief Executive Officer of the Company and of Prairie Operating Co., a Delaware corporation (the “Parent”).  Executive shall report directly to, and, during the Employment Period shall serve as a member of, the Parent’s Board of Directors (the “Board”).

 

2.            Duties and Responsibilities.

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Exhibit 10.2

2024 AMENDED &

RESTATED PRAIRIE

OPERATING CO. LONG-

TERM INCENTIVE PLAN

PERFORMANCE UNIT AWARD AGREEMENT

 

THIS PERFORMANCE UNIT AWARD AGREEMENT (this “Agreement”) evidences an award made as of June 23, 2026 (the “Date of Grant”), by PRAIRIE OPERATING CO., a Delaware corporation (“Company”), to Gregory Patton (“Employee”).

1.            Award. Company hereby grants Employee an award (this “Award”) of an aggregate of 425,000 performance units (each, a “Performance Unit”) in respect of the performance period beginning on the Date of Grant and ending on the third anniversary of the Date of Grant (the “Performance Period”). This Award is subject to Employee’s acceptance of and agreement to all the applicable terms, conditions and restrictions described in this Agreement and the 2024 Amended & Restated Long-Term Incentive Plan (as it may be amended from time to time, the “Plan”). A copy of the Plan is available upon request. Except as provided below, to the extent that any provision of this Agreement conflicts with the terms of the Plan, Employee acknowledges a

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Exhibit 10.3

EMPLOYMENT AGREEMENT

 

This Employment Agreement (“Agreement”) is made and entered into by and between Prairie Operating Employee Co., LLC, a Delaware limited liability company (the “Company”), and Michael Shelly (“Executive”), effective as of June 23, 2026 (the “Effective Date”).

 

1.          Employment.  During the Employment Period (as defined in Section 4), the Company shall employ Executive, and Executive shall serve, as Executive Vice President and Chief Financial Officer of the Company and of Prairie Operating Co., a Delaware corporation (the “Parent”).  Executive shall report directly to the Chief Executive Officer of the Parent.

 

2.           Duties and Responsibilities.

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AMENDED & RESTATED EMPLOYMENT AGREEMENT

 

THIS AMENDED & RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), dated as of June 16, 2026, is made by and between Csquare, Inc. (“Parent”), its subsidiary Phoenix Infrastructure LLC (“Company”), and Sean Charnock (“Executive”).

 

WHEREAS, the Company employs Executive pursuant to that certain Employment Agreement, dated May 8, 2024, by and between the Company and Executive, as amended on May 8, 2024 (the “Prior Agreement”); and

 

WHEREAS, the parties desire to enter into this Agreement to amend and restate the Prior Agreement effective as of the closing of the initial public offering (the date of such closing, the “IPO Closing Date”) by the Parent pursuant to the Form S-1 Registration Statement under the Securities Act of 1933.

 

NOW, THEREFORE, in consideration of the above recitals incorporated herein and the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties agree as follows:

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AMENDED & RESTATED EMPLOYMENT AGREEMENT

 

THIS AMENDED & RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), dated as of June 16, 2026, is made by and between Csquare, Inc. (“Parent”), its subsidiary Phoenix Infrastructure LLC (“Company”), and Spencer Mullee (“Executive”).

 

WHEREAS, the Company employs Executive pursuant to that certain Employment Agreement, dated April 15, 2024, by and between the Company and Executive, as amended by the Employment Agreement Addendum, dated as of November 1, 2024, by and between the Company and Executive (collectively, the “Prior Agreement”); and

 

WHEREAS, the parties desire to enter into this Agreement to amend and restate the Prior Agreement effective as of the closing of the initial public offering (the date of such closing, the “IPO Closing Date”) by the Parent pursuant to the Form S-1 Registration Statement under the Securities Act of 1933.

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AMENDED & RESTATED EMPLOYMENT AGREEMENT

 

THIS AMENDED & RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), dated as of June 16, 2026, is made by and between Csquare, Inc. (“Parent”), its subsidiary Phoenix Infrastructure LLC (“Company”), and Catherine Smith (“Executive”).

 

WHEREAS, the Company employs Executive pursuant to that certain Employment Agreement, dated April 1, 2024, by and between the Company and Executive, as amended on May 15, 2024 (collectively, the “Prior Agreement”); and

 

WHEREAS, the parties desire to enter into this Agreement to amend and restate the Prior Agreement effective as of the closing of the initial public offering (the date of such closing, the “IPO Closing Date”) by the Parent pursuant to the Form S-1 Registration Statement under the Securities Act of 1933.

 

NOW, THEREFORE, in consideration of the above recitals incorporated herein and the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties agree as follows:

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AMENDED & RESTATED EMPLOYMENT AGREEMENT

 

THIS AMENDED & RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), dated as of June 16, 2026, is made by and between Csquare, Inc. (“Parent”), its subsidiary Phoenix Infrastructure LLC (“Company”), and Steven Cook (“Executive”).

 

WHEREAS, the Company employs Executive pursuant to that certain Employment Agreement, dated April 1, 2024, by and between the Company and Executive, as amended on May 15, 2024 (collectively, the “Prior Agreement”); and

 

WHEREAS, the parties desire to enter into this Agreement to amend and restate the Prior Agreement effective as of the closing of the initial public offering (the date of such closing, the “IPO Closing Date”) by the Parent pursuant to the Form S-1 Registration Statement under the Securities Act of 1933.

 

NOW, THEREFORE, in consideration of the above recitals incorporated herein and the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties agree as follows:

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Execution Version

 

FOURTH AMENDMENT TO CREDIT AGREEMENT

 

This FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Fourth Amendment”), dated as of May 13, 2026, is made by and among Phoenix Data Center Acquisitions LLC, a Delaware limited liability company (the “Parent Borrower”), Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”), and the Lenders party hereto. Unless otherwise indicated, all capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided to such terms in the Credit Agreement referred to below.

 

W I T N E S S E T H:

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Independent Director Agreement

Dated as of June 24, 2026

 

This Independent Director Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between Advasa Holdings, Inc., a Delaware corporation (the “Company”) and Sultan Ali Rashed Lootah (the “Director”). The Company and Director may collectively be referred to as the “Parties” and each individually as a “Party”.

 

WHEREAS, the Company has appointed the Director to the Board of Directors of Company (the “Board”) and now desires to enter into an agreement with the Director with respect to Director’s continuing service as a director of Company; and

 

WHEREAS, the Director is willing to continue serving as a director of Company upon the terms and conditions set forth herein and in accordance with the provisions of this Agreement;

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FINANCIAL ADVISORY AGREEMENT

 

 

Date: June 23, 2026

 

This Financial Advisory Agreement (this “Agreement”) is entered into by and between ADVASA Holdings, Inc., a Delaware corporation (the “Company”), and WestPark Capital, Inc. (the “Advisor”). The Advisor shall provide financial advisory services and lawful market awareness assistance in connection with the direct listing of the Company’s common stock on The Nasdaq Stock Market (the “Transaction” or “Direct Listing”), subject to the terms and conditions of this Agreement.

 

This Agreement completely amends, integrates, supersedes, and replaces all prior proposals, drafts, engagement letters, side letters, fee letters, understandings, and arrangements between the parties regarding the same subject matter. No fees, late fees, collection costs, rights of first refusal, exclusivity, broad tail protections, broad indemnities, or other payment obligations or restrictions shall survive unless expressly restated in this Agreement.

 

Section 1. Purpose and Priority of Regulatory Compliance

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Independent Director Agreement

Dated as of June 24, 2026

 

This Independent Director Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between Advasa Holdings, Inc., a Delaware corporation (the “Company”) and William Witherspoon (the “Director”). The Company and Director may collectively be referred to as the “Parties” and each individually as a “Party”.

 

WHEREAS, the Company has appointed the Director to the Board of Directors of Company (the “Board”) and now desires to enter into an agreement with the Director with respect to Director’s continuing service as a director of Company; and

 

WHEREAS, the Director is willing to continue serving as a director of Company upon the terms and conditions set forth herein and in accordance with the provisions of this Agreement;

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