Browse EX-10 agreements

REGISTRATION RIGHTS AGREEMENT

 

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among Big3 Basketball Holdings, Inc., a Delaware corporation (formerly known as Halfcourt Holdco, Inc., “Pubco”), Graf Global Sponsor LLC, a Delaware limited liability company (the “Sponsor”), the members of the Sponsor listed on the signature pages hereto (the “Sponsor Members”), Cantor Fitzgerald & Co. (the “IPO Underwriter”), the directors and officers of SPAC listed on the signature pages hereto (the “SPAC Holders”), and certain members of BIG3 HoldCo LLC, a Delaware limited liability company (the “Company”), listed on the signature pages hereto (such members, the “Company Holders” and, together with the Sponsor, the Sponsor Members, the SPAC Holders, the IPO Underwriter and 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”). Capitalized terms used and not otherwise defined herein shall have the

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Execution Copy

 

SPONSOR SUPPORT AGREEMENT

 

This Sponsor Support Agreement (this “Agreement”) is dated as of June 12, 2026, by and among Graf Global Corp., a Cayman Islands exempted company (“SPAC”), Graf Global Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Halfcourt Holdco, Inc., a Delaware corporation (“Pubco”), and BIG3 HoldCo LLC, a Delaware limited liability company (the “Company”), and the other parties set forth on the signature pages hereto or which execute a joinder to this Agreement (such parties, together with Sponsor, the “Insiders”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

 

RECITALS

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SPONSOR INDEMNIFICATION AGREEMENT

 

This Sponsor Indemnification Agreement (this “Agreement”) is dated as of [●], 2026, by and among Big3 Basketball Holdings, Inc., a Delaware Corporation (formerly known as Halfcourt Holdco, Inc., “Pubco”), BIG3 HoldCo LLC, a Delaware limited liability company (the “Company”), and Graf Global Sponsor LLC, a Delaware limited liability company (the “Sponsor”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement, dated as of June 12, 2026, entered into by and among Graf Global Corp., a Cayman Islands exempted company (the “SPAC”), Pubco, Halfcourt Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Pubco, Halfcourt Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Pubco, and the Company (the “Business Combination Agreement”).

 

RECITALS

 

WHEREAS, on the date hereof, Pubco consummated the transactions contemplated by the Business Combination Agreement; and

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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 MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.

 

CONVERTIBLE PROMISSORY NOTE (“NOTE”)

 

Principal Amount: Up to $200,000 Dated: June 10, 2026

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WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT

 

among

 

GRAF GLOBAL CORP.,

 

BIG3 BASKETBALL HOLDINGS, INC.

 

and

 

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

 

Dated [●], 2026

 

THIS WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated [●], 2026 and effective as of the effective time of the SPAC Merger (as defined below), is made by and among Graf Global Corp., a Cayman Islands exempted company which, on the day prior to the SPAC Merger, transferred by way of continuation out of the Cayman Islands and into the State of Delaware so as to re-domicile as and become a Delaware corporation pursuant to the Companies Act (as Revised) of the Cayman Islands (the “SPAC”), Big3 Basketball Holdings, Inc., a Delaware corporation (formerly known as Halfcourt Holdco, Inc., “Pubco”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”), and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated as

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LOCK-UP AGREEMENT

 

This Lock-Up Agreement (this “Agreement”) is dated as of [●], 2026, by and among Big3 Basketball Holdings, Inc., a Delaware corporation (formerly known as Halfcourt Holdco, Inc. “Pubco”), the shareholders of Pubco listed on the signature pages hereto under the heading “Lock-up Securityholders,” each officer and director of Pubco, the Company (as defined below) and SPAC (as defined below) who hold Pubco Common Stock and/or Pubco Warrants (each as defined below) as of the Closing Date, and the other persons who enter into a joinder to this Agreement substantially in the form of Exhibit A hereto in order to become a “Lock-up Securityholder” for purposes of this Agreement (collectively, the “Lock-up Securityholders,” and each individually, a “Lock-up Securityholder”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

 

RECITALS

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Execution Version

PLEDGE AND SECURITY AGREEMENT

 

THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of June 12, 2026, by and among FREQUENCY ELECTRONICS, INC., a Delaware corporation (the “Borrower”), FEI-ZYFER, Inc., a Delaware corporation (“FEI-ZYFER”) and any additional entities which become parties to this Security Agreement by executing a Security Agreement Supplement hereto in substantially the form of Annex I hereto (such additional entities, together with the Borrower and FEI-Zyfer, each a “Grantor”, and collectively, the “Grantors”), and JPMorgan Chase Bank, N.A. (the “Lender”).

 

PRELIMINARY STATEMENT

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CREDIT AGREEMENT

 

dated as of

 

June 12, 2026,

 

among

 

FREQUENCY ELECTRONICS, INC.,

 

THE OTHER LOAN PARTIES PARTY HERETO,

 

and

 

JPMORGAN CHASE BANK, N.A.

 

 

 

 

 

TABLE OF CONTENTS

 

 

Page

ARTICLE I Definitions

1

Section 1.01.   Defined Terms

1

Section 1.02.   Classification of Loans and Borrowings

22

Section 1.03.   Terms Generally

22

Section 1.04.   Accounting Terms; GAAP

22

Section 1.05.   Interest Rates; Benchmark Notification

22

Section 1.06.   Status of Obligations

23

Section 1.07.   Letters of Credit

23

Section 1.08.   Divisions

23

Article II The Credits

24

Section 2.01.   Commitments

24

Section 2.02.   Loans and Borrowings

24

Section 2.03.   Borrowing Procedures; Requests for Revolving Borrowings

24

Section 2.04.   Letters of Credit

25

Section 2.05.   Funding of Borrowings

28

Section 2.06.   Interest Elections

28

Section 2.07.   Termination and Increase of Commitment

29

Section 2.08.   Repayment of Loans; Evidence of Debt

30

Section 2.09.   Prepayment of Loans

30

Section 2.10.   Fees

31

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SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is entered into and effective as of June 12, 2026 (the “Execution Date”), by and between Universal Safety Products, Inc., a Maryland corporation (the “Company”) and SJC Lending, LLC, a Delaware limited liability company (including its designees, successors and assigns, the “Purchaser”).

 

RECITALS

 

WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue to Purchaser, and Purchaser shall purchase from the Company, from time to time as provided herein, up to Ten Million Six Hundred Thousand Dollars ($10,600,000) of principal face amount of convertible promissory notes of the Company (“Note” or “Notes”), which Notes are convertible into Conversion Shares (as defined herein) pursuant to the terms and conditions set forth in the Notes, the form of which is annexed hereto as Exhibit A.

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ENERGOUS CORPORATION

 

AMENDED AND RESTATED 2024 EQUITY INCENTIVE PLAN

 

(amended and restated effective: June 11, 2026)

 

Energous Corporation sets forth herein the terms and conditions of its Amended and Restated 2024 Equity Incentive Plan, as follows:

 

1. PURPOSE AND ESTABLISHMENT

 

1.1 Purpose

 

The Plan is intended to enhance the Company’s and its Affiliates’ ability to attract and retain highly qualified officers, Non-Employee Directors, employees and Consultants, and to motivate such officers, Non-Employee Directors, employees and Consultants to serve the Company and its Affiliates and to expend maximum effort to improve the business results and earnings of the Company, by providing to such persons an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company. To this end, the Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, performance share units, other share-based awards and cash awards. Any of these

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EXECUTION VERSION

 

AMENDMENT TO AGREEMENT AND PLAN OF MERGER

 

This AMENDMENT, dated as of June 8, 2026 (this “Amendment”), to the Agreement and Plan of Merger (the “Agreement”), dated as of February 16, 2026, among Tenax Aerospace Acquisition, LLC, a Delaware limited liability company (“Tenax”), Air Industries Group, a Nevada corporation (“AIR”), and Transitory Air Sub LLC, a Delaware limited liability company and wholly owned Subsidiary of AIR (“Merger Sub”).

 

WHEREAS, Section 9.04 of the Agreement provides that (a) the Agreement may be amended by action taken by or on behalf of the Tenax Board, the AIR Board and the Board of Directors of Merger Sub at any time prior to the Effective Time and (b) the Agreement may not be amended except by an instrument in writing signed by each of the parties to the Agreement;

 

WHEREAS, the Tenax Board, the AIR Board and the Board of Directors of Merger Sub have each approved this Amendment; and

 

WHEREAS, each of the parties to the Agreement desires to amend the Agreement as set forth herein.

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Certain information has been excluded from this exhibit because it is both not material and is information that the registrant typically treats as private and confidential. Redacted information is indicated by [***].

PROMISSORY NOTE

THIS PROMISSORY NOTE (this “Note”) is made as of [***] by and between [***] a part of [***], a Delaware corporation having its principal place of business at [***] (including its successors and assigns, the “Lender”) and Air Industries Machining Corp., a New York corporation having an office and place of business at 1460 Fifth Avenue, Bay Shore, New York 11706 (including its successors and assigns, the “Borrower”). Lender and Borrower may also be referred to herein individually as a “Party” or collectively as the “Parties”.

RECITALS:

 

A.

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