Browse EX-10 agreements

AMENDMENT NO. 1

TO

LETTER AGREEMENT

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This AMENDMENT is made and entered into as of September 17, 2026 (this “Amendment”), by and among Silicon Valley Acquisition Corp., a Cayman Islands exempted company (the “Company”), Silicon Valley Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), each of the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team (each an “Insider” and, collectively, the “Insiders”). Each of the foregoing will individually be referred to herein as a “Party” and, collectively as the “Parties”. Capitalized terms used, but not otherwise defined, herein shall have the respective meanings assigned to such terms in the Letter Agreement (as defined below).

RECITALS:

WHEREAS, the Company, the Sponsor and the Insiders entered into that certain Letter Agreement, dated as of December 22, 2025 (as the same may be amended from time to time in accordance with its terms, the “Letter Agreement”), in connection with the Company’s underwritten initial public offering;

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**SECURITIES PURCHASE AGREEMENT **

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of September 18, 2026, by and among WhiteHawk Minerals Corp., a Delaware corporation (the “Company”), and each of the entities listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”).

WHEREAS, the Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act;

WHEREAS, the Company desires to sell to the Investors, and each Investor desires to purchase from the Company, severally and not jointly, upon the terms and subject to the conditions stated in this Agreement, shares (the “Shares” or “Securities”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”); and

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**REGISTRATION RIGHTS AGREEMENT **

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 18, 2026, is entered into by and among WhiteHawk Minerals Corp.,** **a Delaware corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and among the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Securities Purchase Agreement”).

**WHEREAS: **

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STANDBY EQUITY PURCHASE AGREEMENT

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of September 17, 2026 is made by and between Ayame Asset Holdings LLC, a Delaware limited liability company (the “Investor”), and AMC Robotics Corp., a company incorporated under the laws of the state of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, the Parties desire that, upon the terms and subject to the conditions contained herein, the Company shall have the right to issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to $50 million (the “Commitment Amount”) in aggregate gross purchase price of newly issued fully paid shares of the Company’s Common Stock, par value $0.0001 per share (the “Common Shares”);

WHEREAS, the Common Shares are listed for trading on the Nasdaq Stock Market under the symbol “AMCI”;

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NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD 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. 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.

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AMC ROBOTICS CORP.

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CONVERTIBLE PROMISSORY NOTE

Original Principal Amount: $[2,220,000]/[1,660,000]Issuance Date: September [●], 2026

Number: AMCI-[●]

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REGISTRATION RIGHTS AGREEMENT

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THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of September 17, 2026 is made by and between Ayame Asset Holdings LLC, a Delaware limited liability company (the “Investor”), and AMC Robotics Corp., a company incorporated under the laws of the state of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, the Company and the Investor have entered into that certain Standby Equity Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), pursuant to which the Company may issue, from time to time, to the Investor up to $50 million of newly issued shares of Common Stock, par value $0.0001 per share, of the Company (the “Common Shares”); and

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GLOBAL GUARANTY AGREEMENT

This Guaranty (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of September 17, 2026, by Evolution Metals NewCo, Inc. a Delaware corporation (“EM NewCo”), Evolution Metals LLC, a Delaware limited liability company (“EM LLC”), KCM Industry Co., Ltd. (“KCM”), KMMI Inc. (“KMMI”), NS World Co., Ltd. (“NS World”) and Handa Lab Co., Ltd. (“Handa,” and collectively with EM NewCo, EM LLC, KCM, KMMI, NS World, and any subsequent party that may join in this Guaranty, the “Guarantors”) in favor of YA II PN, LTD. (“YA II” or the “Creditor”), with respect to all obligations of Evolution Metals & Technologies Corp., a Delaware corporation (the “Debtor”) owed to the Creditor.

RECITALS

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SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of September 17, 2026, is between EVOLUTION METALS & TECHNOLOGIES CORP., a company incorporated under the laws of the State of Delaware, with principal executive offices located at 4040 NE 2nd Avenue, Ste 349, Miami, Florida 33137 (the “Company”), and each of the investors listed on the Schedule of Buyers attached as Schedule I hereto (individually, a “Buyer” and collectively the “Buyers”).

WITNESSETH

WHEREAS, the Company and each Buyer desire to enter into this transaction for the Company to sell and the Buyers to purchase the Convertible Debentures (as defined below) pursuant to an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and/or Rule 506 of Regulation D (“Regulation D”) promulgated by the U.S. Securities and Exchange Commission (the “SEC”) thereunder;

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REGISTRATION RIGHTS AGREEMENT

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THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 17, 2026, is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and EVOLUTION METALS & TECHNOLOGIES CORP., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

WITNESSETH

** **

WHEREAS:

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FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”) is dated as of September 17, 2026 between VNB New York, LLC, having an office at 350 Madison Avenue, 5thFloor, New York, New York 10017 (hereinafter referred to as “Lender”) and BRT Apartments Corp., having an office at 60 Cutter Mill Road, Suite 303, Great Neck, New York 11021 (hereinafter referred to as “Borrower”).

W I T N E S S E T H:

    WHEREAS, Borrower executed and delivered to Lender a $40,000,000 Replacement Revolving Credit Note dated July 9, 2024 (as the same may be amended, modified or replaced from time to time, the “Note”); and

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EMPLOYMENT AGREEMENT

**THIS EMPLOYMENT AGREEMENT **(the “Agreement”), entered into on the 16th day of September, 2026 and effective as of the 1st day of September, 2026 (the “Effective Date”), by and between First Financial Bank, N.A. (the “Bank”), a national banking association organized under the laws of the United States of America, First Financial Corporation (the “Corporation”), a corporation formed under the laws of the State of Indiana and a financial holding company (jointly referred to herein as the “Company”) and Paul D. Nungester (the “Employee”), a resident of the State of Michigan.

WHEREAS, the Employee has heretofore been employed by the Bank as its Senior Vice President and Director of Finance and by the Corporation as its Senior Vice President and Director of Finance and has performed valuable services for both the Bank and the Corporation; and

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**ADMINISTRATION AGREEMENT **

**between **

**CAPITAL ONE PRIME AUTO RECEIVABLES TRUST 2026-1, **

**as Issuer, **

**CAPITAL ONE, NATIONAL ASSOCIATION, **

**as Administrator, **

**and **

**WILMINGTON TRUST, NATIONAL ASSOCIATION, **

**as Indenture Trustee **

**Dated as of September 17, 2026 **

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**Table of Contents **

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1.		Duties of the Administrator			1

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