Browse EX-10 agreements

Exhibit 10.1

 

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

  

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 5 2026, is made and entered into by and among Factorial Energy Inc., a Delaware corporation (the “Company”) (formerly known as Cartesian Growth Corporation III, a Cayman Islands exempted company, prior to its domestication as a Delaware corporation), CGC III Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), CGC III Sponsor DirectorCo LLC, a Cayman Islands limited liability company (“DirectorCo”), Cantor Fitzgerald & Co. (“Cantor,” and together with DirectorCo, the “Cartesian Existing Investors”), certain former stockholders of Factorial Inc., a Delaware corporation (“Factorial”), set forth on Schedule 1 hereto (such stockholders, the “Factorial Holders”), certain stockholders of the Company as set forth on Schedule 2 hereto (such stockholders, the “Non-Redemption Holders”), and other persons and entities (collectively with the Sponsor, the Cartesian Existing Investors, the Factorial Holder

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Exhibit 10.20

 

FACTORIAL ENERGY INC. SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN

 

Purpose

 

This Senior Executive Cash Incentive Bonus Plan (the “Incentive Plan”) is intended to provide an incentive for superior work and to motivate eligible executives of Factorial Energy Inc. (the “Company”) and its subsidiaries toward even higher achievement and business results, to tie their goals and interests to those of the Company and its stockholders and to enable the Company to attract and retain highly qualified executives. The Incentive Plan is for the benefit of Covered Executives (as defined below).

 

Covered Executives

 

From time to time, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) may select certain key executives (the “Covered Executives”) to be eligible to receive bonuses hereunder. Participation in the Incentive Plan does not change the “at will” nature of a Covered Executive’s employment with the Company.

 

Administration

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Exhibit 10.21

 

Factorial Energy Inc. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

 

The purpose of this Non-Employee Director Compensation Policy (the “Policy”) of Factorial Energy Inc. (the “Company”) is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries (“Outside Directors”). This Policy will become effective as of date immediately preceding the closing of the transactions contemplated by that certain Business Combination Agreement, dated as of December 17, 2025, by and among Cartesian Growth Corporation III, Fenway MS, Inc. and the Company (the “Effective Date”). In furtherance of the purpose stated above, all Outside Directors shall be paid compensation for services provided to the Company as set forth below:

 

Cash Retainers

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Exhibit 10.17

 

FACTORIAL ENERGY INC. 2026 EQUITY INCENTIVE PLAN

 

SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS

 

The name of the plan is the Factorial Energy Inc. 2026 Equity Incentive Plan (as amended from time to time, the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Factorial Energy Inc. (the “Company”) and its Affiliates upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer alignment of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company or one of its Affiliates.

 

The following terms shall be defined as set forth below:

 

“Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

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Exhibit 10.12

 

EXECUTIVE EMPLOYMENT AGREEMENT

 

This Executive Employment Agreement (“Agreement”) is made by and between Factorial Inc. (the “Company”) and Joseph Taylor (the “Executive” and, together with the Company, the “Parties”), and shall be effective, subject to, and as of, the consummation of the transactions contemplated by the Business Combination Agreement, dated as of December 17, 2025, by and among Cartesian Growth Corporation III, Fenway MS, Inc. and the Company (the “Effective Date”).

 

WHEREAS, the Company desires to continue employing the Executive and the Executive desires to continue to be employed by the Company on the terms and conditions contained herein.

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

 

1.             Employment.

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Document

     Exhibit 10.1

SEPARATION AGREEMENT AND GENERAL RELEASE

This is a Separation Agreement and General Release (the “Agreement”) between Parker White (“Executive”) and DeFi Development Corp., a Delaware corporation (the “Company”), concerning Executive’s separation from employment with the Company. Executive and the Company collectively shall be referred to herein as the “Parties,” or each individually as a “Party.” Terms not otherwise defined in this Agreement shall have the meaning set forth in the Amended and Restated Employment Agreement between the Parties effective January 1, 2026 (the “Employment Agreement”).

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Corporate Address:

8 West

889 Howell Mill Rd NW

Suite 4500

Atlanta, GA 30318

 

Mailing Address:

2146 Roswell Road

Suite 108-851

Marietta, GA 300

 

September 4, 2025

 

Andrew Glickler

5912 Genoa Court

Plano, Texas 75093

Via email: andrew_glickler@hotmail.com

 

 

 

Dear Andrew,

 

We are pleased to offer you the position of Senior Vice President of Finance (SVP, Finance) at QumulusAI, reporting to the Chief Financial Officer. This offer document supersedes and replaces all previous offers, whether implied, written, or accepted.

 

Position and Start Date

As SVP, Finance, you will be a full-time employe under our WAHA Technologies Inc. entity. Your role will be based in Plano, Texas, and may expand to other locations based on the needs of the company. Your expected start date will be September 15, 2025, or as otherwise agreed by you and your hiring manager(s).

 

Compensation and Benefits

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QumulusAI Confidential

 

 

[PORTIONS HEREIN IDENTIFIED BY [***] HAVE BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE EXCLUDED INFORMATION IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.]

 

QumulusAI

Subscription Order Form - [***]

 

This Subscription Order (this “Order”) is by and between The Cloud Minders, Inc. d/b/a QumulusAI (“Company” or “QumulusAI”) and the Customer identified below (“Customer”) (each of Company and Customer, a “Party”) and is effective on the date last signed below (the “Effective Date”). This Order includes and incorporates by reference the General Terms and Conditions (“GTC”) attached hereto and any additional terms, policies, or documents attached or referenced below (collectively, this “Agreement”).

 

CUSTOMER INFORMATION:

 

 

 

 

Name/Customer :

[***]                                      

 

Principal Contact Person :

[***]

Address:

[***]

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FINAL FORM

 

[FORM OF SENIOR SECURED CONVERTIBLE NOTE]

 

**NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. 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. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 3(c)(iii) AND 20(a) HEREOF. THE PRINCIPAL AMOUN

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THE BILTMORE

 

 

QUMULUS AI, INC.

 

 

OFFICE LEASE AGREEMENT

 

 

 

 

 

 

 

 

 

1

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TABLE OF CONTENTS

 

1

DEMISE; TERM

5

2

RENT

6

3

INTENTIONALLY DELETED

6

4

SECURITY DEPOSIT

6

5

ACCEPTANCE OF THE PREMISES

7

6

USE

7

7

SERVICES

8

8

MAINTENANCE AND REPAIR

10

9

AREAS OUTSIDE OF PREMISES

11

10

LANDLORD RIGHTS AND DUTIES

11

11

FORCE MAJEURE

12

12

TENANT’S PROPERTY; INSURANCE

12

13

INDEMNIFICATION BY TENANT

14

14

LANDLORD INSURANCE

16

15

ALTERATIONS AND IMPROVEMENTS

17

16

ASSIGNMENT OR SUBLETTING

18

17

DEFAULT; REMEDIES

21

18

OCCUPANCY OF PREMISES; RIGHT OF ENTRY

25

19

DAMAGE AND CONDEMNATION

26

20

SUBORDINATION

28

21

ESTOPPEL CERTIFICATE

29

22

CONTINUOUS USE

29

23

BUILDING RULES AND REGULATIONS

29

24

QUIET ENJOYMENT

29

HOLDING OVER

30

SURRENDER

30

PARKING

30

NOTICES

31

ATTORNEYS’ FEES

32

ACCORD AND SATISFACTION

32

BROKERS

32

MISCELLANEOUS

32

 

 

LIST OF EXHIBITS

EXHIBIT “A”

DIAGRAM OF PREMISES

EXHIBIT “B”

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[PORTIONS HEREIN IDENTIFIED BY [***] HAVE BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE EXCLUDED INFORMATION IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.]

 

Execution Version

 

SECURITIES PURCHASE AGREEMENT

 

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June [***], 2026, is by and among QumulusAI, Inc., a Georgia corporation with offices located at 2146 Roswell Road, Suite 108-851, Marietta, GA 30062 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

 

RECITALS

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INCREMENTAL AMENDMENT NO. 3 TO CREDIT AND GUARANTY AGREEMENT

INCREMENTAL AMENDMENT NO. 3 TO CREDIT AND GUARANTY AGREEMENT, dated as of June 10, 2026 (this “Amendment”), to the Existing Credit Agreement (as defined below), by and among RADNET MANAGEMENT, INC., a California corporation (the “Borrower”), RADNET, INC., a Delaware corporation (“Holdings”), CERTAIN SUBSIDIARIES AND AFFILIATES OF THE BORROWER, as Guarantors, the Lenders party thereto from time to time, BARCLAYS BANK PLC (“Barclays Bank”), as administrative agent and collateral agent under the Existing Credit Agreement (as defined below) (in such capacity, the “Administrative Agent”), each Person party hereto identified as a “2026 Refinancing Term Lender” on the signature pages hereto (each, a “2026 Refinancing Term Lender” and together, the “2026 Refinancing Term Lenders”), each Revolving Lender party hereto and each party hereto identified as a “2026 Incremental Term Lender” on the signature pages hereto (each, a “2026 Incremental Term Lender”).

 

RECITALS:

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