Browse EX-10 agreements

SPONSOR PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

 

THIS SPONSOR PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Samos Energy Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Samos Energy Acquisition Sponsor, LP, a Delaware limited partnership (the “Sponsor”).

 

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit (the “Units”) consisting of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (the “Warrants”) as set forth in the Company’s registration statement on Form S-1 (File No. [●]) (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of $

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Execution Version

 

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

 

Not to Exceed $300,000

March 4, 2026

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

 

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Samos Energy Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. (the “Subscriber”).

 

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit (the “Units”) consisting of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (the “Warrants”) as set forth in the Company’s registration statement on Form S-1 (File No. [●]) (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per share. The Subscriber has agreed to purchase 2,0

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SAMOS ENERGY ACQUISITION CORPORATION

535 Fifth Avenue, 4th Floor, Suite 1051

New York, NY 10017

[●], 2026

 

Samos Energy Acquisition Corporation

535 Fifth Avenue, 4th Floor, Suite 1051

New York, NY 10017

 

Re:

Administrative Support Agreement

 

Ladies and Gentlemen:

 

This letter agreement by and between Samos Energy Acquisition Corporation (the “Company”) and [____] (“Service Entity”), an affiliate of our sponsor, Samos Energy Acquisition Sponsor, LP (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “*

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[●], 2026

 

Samos Energy Acquisition Corporation

535 Fifth Avenue, 4th Floor, Suite 1051

New York, New York 10017

 

Re:

Initial Public Offering

 

Ladies and Gentlemen:

 

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Samos Energy Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the

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REGISTRATION RIGHTS AGREEMENT

 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among Samos Energy Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Samos Energy Acquisition Sponsor, LP, a Delaware limited partnership (the “Sponsor”), and Cantor Fitzgerald & Co., a New York general partnership (the “Representative”) (the Sponsor and the Representative together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

 

RECITALS

WHEREAS, the Company’s initial shareholders own an aggregate of 5,750,000 of the Company’s Class B ordinary shares (up to 750,000 of which are subject to forfeiture depending on the extent of underwriter’s exercise of the over-allotment option), par value $0.0001 per share (the “Founder Shares”);

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Execution Version

SECURITIES SUBSCRIPTION AGREEMENT

 

This Securities Subscription Agreement (this “Agreement”), effective as of March 4, 2026, is made and entered into by and between Samos Energy Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Samos Energy Acquisition Sponsor, LP, a Delaware limited partnership (the “Buyer”).

RECITALS:

WHEREAS, the Buyer wishes to subscribe for and purchase from the Company an aggregate of 5,750,000 Class B Ordinary Shares (as defined below) (the “Shares”), up to 750,000 of which are subject to forfeiture by the Buyer to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company wishes to issue and sell the Shares to the Buyer, on the terms and subject to the conditions set forth in this Agreement.

AGREEMENT:

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ASSET PURCHASE AND ACQUISITION AGREEMENT

 

THIS ASSET PURCHASE AND ACQUISITION AGREEMENT (this “Agreement”) is entered into as of June 9, 2026 (the “Effective Date”), by and between Caro Holdings Inc., a Nevada corporation (“Caro”), and Goldrange Resources Corp., an Ontario corporation (“Goldrange,” and together with Caro, the “Parties”).

 

RECITALS

 

A. Caro is a “reporting company” in the United States, and the Caro Common Shares (as defined below) are quoted on the OTC Markets Group, Inc. over-the-counter marketplace.

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Marblegate Capital Corporation

2026 EQUITY INCENTIVE PLAN

EFFECTIVE DATE: June 11, 2026

ARTICLE 1.

PURPOSE

This 2026 Equity Incentive Plan (the “Plan”) was adopted by the Board of Directors of Marblegate Capital Corporation (the “Company”) on April 27, 2026 and approved by the Company’s stockholders on June 11, 2026. The purpose of the Plan is to promote the success and enhance the value of the Company by linking the individual interests of the members of the Board, Employees, and Consultants to those of Company stockholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to Company stockholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of members of the Board, Employees, and Consultants upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent.

ARTICLE 2.

DEFINITIONS AND CONSTRUCTION

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Bid Form

 

[DEALER_ADDRESS]

 

[________], 2026

 

To: ALMONTY INDUSTRIES INC.

 

8 Idaho St, Suite A Dillon, MT 59725, USA Attention: Lewis Black, Chairman, President & CEO Phone: (647) 438-9766 Email: info@almonty.com

 

Re: [Base][Additional] Call Option Transaction

 

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [DEALER] (“Dealer”) [, represented by [DEALER_AGENT] (“Agent”)] and Almonty Industries Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

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Consulting Agreement Amendment A

This Consulting Agreement Amendment is dated May 7, 2026 (the “Effective Date”), by and between Richard Ferrari and Tenon Medical, Inc. (collectively, the “Parties”).

 

WHEREAS the Parties entered into a Consulting Agreement on May 7, 2021 (the “Original Contract”).

 

WHEREAS the Parties hereby agree to extend the term of the Original Contract in accordance with the terms of the Original Contract as well as the terms provided herein.

 

In consideration of the mutual covenants contained herein, the Parties mutually agree as follows:

 

The parties agree to extend the Original Contract for an additional (1) year, which will begin immediately upon the effective date of this agreement, May 7, 2026, and will end on May 6, 2027.

 

The attached Exhibit A shall supersede the previous Exhibits and amendments effective May 7, 2026.

 

All other terms and conditions of the Original Contract remain unchanged.

 

/s/ Richard Ferrari

 

/s/ Steve Foster

Richard Ferrari

 

Steve Foster

Consultant

 

President & CEO

 

 

 

5/21/2026

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the “Agreement”) is entered into and executed as of June 11, 2026 (the “Execution Date”), by and between Stewards, Inc., a Nevada corporation (the “Company”), and Scott McGowan (“Executive”). This Agreement shall be effective as of June 1, 2026 (the “Effective Date”).

 

RECITALS

WHEREAS, Executive previously entered into an Employment Agreement with Favo Capital, Inc. (now known as Stewards, Inc.) dated November 1, 2025 (the “Prior Agreement”);

WHEREAS, the Company has changed its name from Favo Capital, Inc. to Stewards, Inc. and is advancing toward a NASDAQ uplisting;

 

WHEREAS, the Board of Directors and Compensation Committee have approved updated compensation structures consistent with the Executive Compensation Program framework set forth in the memorandum dated October 23, 2025 (the “Compensation Program Memorandum”); and

WHEREAS, the parties desire to amend and restate the Prior Agreement in its entirety to reflect the

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