Browse EX-10 agreements

THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

 

PROMISSORY NOTE

 

Principal Amount: Up to $300,000

Dated as of April 28, 2026

New York, New York

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MARKET TECHNOLOGY ACQUISITION CORP

April 28, 2026

 

To: Market Technology Acquisition Sponsor LLC

 

RE: Securities Subscription Agreement

 

Ladies and Gentlemen:

 

This agreement (the “Agreement”) is between Market Technology Acquisition Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Market Technology Acquisition Corp, a Cayman Islands exempted company (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 7,666,667 Class B Ordinary Shares, $0.0001 par value per share of the Company (the “Shares”), up to 1,000,000 of which are subject to surrender and cancellation by you to the extent the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:

 

1. Purchase of Securities.

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CONSULTING AGREEMENT

 

This Consulting Agreement (this “Agreement”), dated as of June 10, 2026 (the “Effective Date”), is between PodcastOne, Inc., a Delaware corporation (the “Company”), and Adam Carolla, an individual (“Carolla”).

 

RECITALS

 

A. The Company has previously entered into that certain podcasting Letter Agreement, dated as of December 20, 2023 (the “Original Podcasting Agreement”), with Carolla Digital, Inc. (“Lender”), as amended by that certain Amendment No. 1 to Letter Agreement, dated as of October 14, 2024, Amendment No. 2 to Letter Agreement, dated as of March 31, 2025, Amendment No. 3 to Letter Agreement, dated as of December 15, 2025 and Amendment No. 4 to Letter Agreement, dated as of the Effective Date (“Amendment No. 4” and collectively with the Original Podcasting Agreement and all other amendments, the “Podcasting Agreement”), pursuant to which Carolla Digital and Podcasters (as defined in the Original Podcasting Agreement) provide certain services to the Company.

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Execution Copy

 

FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

 

THIS AGREEMENT is made effective as of the 16th day of June, 2026,

 

BETWEEN:

NUCLEA ENERGY INC., a company organized under the laws of the Province of British Columbia, with a registered office at 20 – 15315 66 Avenue, Surrey, British Columbia, V3S 2A1

 

(the “Company”)

 

AND:

JOSEF FREUNDORFER, an individual, residing at 8-148 Glenlake Avenue, Toronto, Ontario, M6P 1E7

 

(the “Executive”)

 

WHEREAS:

 

A.

The Company and the Executive entered into an executive employment agreement made as of June 1, 2026 (the “Executive Employment Agreement”); and

 

B.

The Company and the Executive wish to amend the Executive Employment Agreement on the terms and conditions set out herein.

 

NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the parties hereby agree as follows:

 

1.1

Definitions

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AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

 

THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), dated as of June 15, 2026 (the “Effective Date”), is entered into between Atlas Lithium Corporation, a Nevada corporation (Nasdaq: ATLX) (the “Company”), and Tiago Moreira de Miranda (“Executive”). The Company and Executive are sometimes referred to individually as a “Party” and collectively as the “Parties.” Unless otherwise defined within the Agreement, capitalized terms used in this Agreement are defined in Section 12 hereof.

 

WHEREAS, the Company and the Executive previously entered into that certain Employment Agreement, dated as of July 23, 2024 (the “Prior Agreement”).

 

WHEREAS, pursuant to the Prior Agreement, Executive has been employed by the Company;

 

WHEREAS, the Parties hereto desire to amend and restate the Prior Agreement and to enter into this Agreement, which shall supersede and replace the Prior Agreement; and

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No.:

 

 

 

 

 

 

 

 

 

 

 

 

 

Financing Credit Line Agreement

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contract Version No.: SPDB202401

 

 

 

 

 

Financing Credit Line Agreement

 

 

Financing Credit Line Agreement

 

 

 

 

Company: Global Technology, Inc. (hereinafter referred to as “the Customer”)

 

Principal Business Address: No.88, Qiushi Rd., Wangchun Industrial Park, Ningbo, China

 

Contact Person: Li, Haiying

Tel.: 13755236244

 

 

Fax:/

Email:/

 

Bank: Shanghai Pudong Development Bank Co., Ltd. Ningbo Branch (hereinafter referred to as “the Financing Bank”)

Principal Business Address: No.21, Jiangxia Rd, Haishu, Ningbo, China

 

Contact Person: Zheng, Yuliang

Tel.: 15355172847

 

 

 

Based on the principles of equality, mutual benefit, and voluntariness, the parties hereto have entered into the following agreement (“this Agreement”) through friendly consultation in accordance with the relevant laws and regulations.

 

 

Part 1 General Terms and Conditions

 

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SUBSIDIARY GUARANTEE

THIS SUBSIDIARY GUARANTEE, dated as of June 11, 2026 (this “Guarantee”), made by each of CDT Equity Ltd., a United Kingdom corporation, located at 80-83 Long Lane, London, England, EC1A 9ET (together with any other entity that may become a party hereto as an Additional Guarantor as provided in Annex 1 hereto (individually and collectively the “Guarantor”)), in favor of J.J. Astor & Co., a Utah corporation (together with its permitted assigns, the “Lender”), to that certain Loan Agreement, dated as of June 11, 2026, by and among CDT Equity Inc., a Delaware corporation (the “Company”), and the Lender (the “Loan Agreement”).

 

W I T N E S S E T H:

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PLEDGE AND SECURITY AGREEMENT

THIS PLEDGE AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of June 11, 2026, is made and entered into by and among (x) CDT Equity Inc., a Delaware corporation (the “Company”); and (y) each other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto, which shall include all other direct or indirect Subsidiaries of the Company hereafter formed or acquired after the date hereof for so long as this Agreement remains in effect (the “Additional Subsidiaries” and together with the Company hereinafter sometimes referred to individually as a “Debtor” and, collectively, as the “Debtors”), on the one hand, and J.J. Astor & Co., a Utah corporation (the “Lender”) in its capacity as Collateral Agent for the benefit of itself as the Lender and each other Lender (if any), on the other hand (each Lender, together with its respective successors and assigns, a “Secured Party,” and collectively the “Secured Parties”).

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Senior Secured Convertible Note

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 THIS SECURITY.

 

Original Issue Date: June 11, 2026

 

Funding Amount

 

$

1,401,601

 

Final Maturity Date: November 26, 2026

 

Original Principal Amount:

 

$

1,971,000

 

 

CDT EQUITY INC.

SENIOR SECURED CONVERTIBLE NOTE

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 11, 2026 by and between CDT Equity Inc., a Delaware corporation (the “Company”), and J.J. Astor & Co., a Utah corporation (“Lender”).

 

This Agreement is made pursuant to the Loan Agreement, dated as of the date hereof, between the Company and the Lender (the “Loan Agreement”).

 

The Company and the Lender hereby agree as follows:

 

1. Definitions.

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

 

“Allowable Grace Period” shall have the meaning set forth in Section 3.(n).

 

“Commission” means the United States Securities and Exchange Commission.

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LOAN AGREEMENT

This Loan Agreement (this “Agreement”) is dated as of June 11, 2026 (the “Agreement Date”) and is made and entered into between CDT Equity Inc., (formerly Conduit Pharmaceuticals Inc.) a Delaware corporation (the “Company”), and J.J. Astor & Co., a Utah corporation (including its successors and assigns, the “Lender”).

 

WHEREAS, the Company wishes to borrow the sum of up to One Million Four Hundred Sixty Thousand ($1,460,000) Dollars (the “Loan”), and the Company wishes to enter into this Agreement and the Exhibits hereto and issue to the Lender, the One Million Nine Hundred Seventy-One Thousand ($1,971,000) Dollar Original Issue Amount senior secured convertible installment promissory note in the form of Exhibit A hereto reflecting a factor rate of 1.35 times the amount of the Loan (the “Note”); and

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Document

Exhibit 10.1

Execution Version

EIGHTH AMENDMENT TO FOURTH

AMENDED AND RESTATED CREDIT AGREEMENT

This EIGHTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of June 10, 2026 (the “Eighth Amendment Effective Date”), by and among MRC ENERGY COMPANY, a Texas corporation (the “Borrower”), the LENDERS party hereto and PNC BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, “Administrative Agent”). Unless otherwise expressly defined herein, capitalized terms used but not defined in this Amendment have the meanings assigned to such terms in the Credit Agreement (as defined below).

WITNESSETH:

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