Browse EX-10 agreements

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 4, 2026, by and between NETCAPITAL INC., a Utah corporation, with its address at 1 Lincoln Street, Boston, Massachusetts 02111 (the “Company”), and Vanquish Funding Group Inc., a Virginia corporation, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 (the “Buyer”).

 

WHEREAS:

 

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”); and

 

B. Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, a promissory note of the Company, in the form attached hereto as Exhibit A, in the aggregate principal amount of $182,120.00 (including $25,120.00 of Original Issue Discount) (the “Note”).

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ACQUISITION AGREEMENT

This Acquisition Agreement (hereinafter referred to as the “Agreement”) is signed by and among the following parties on April 21, 2026 in Guangzhou, the People’s Republic of China (hereinafter referred to as “China”):

 

Party A: Guangzhou Youxin Technology Co., Ltd.

 

Unified Social Credit Code: 91440101MA5AQNME49

 

Registered Address: Rooms 1005, 1006 and 1007, No. 122-1 Huangpu Avenue West, Tianhe District, Guangzhou City

Party B：

Party B1：Ocean Link Group Ltd.

Contact Address：ICS Corporate Services (BVI) Limited, Sea Meadow House, P.O. Box 116, Road Town, Tortola, British Virgin Islands

 

Party B2：JMM Investment Limited

Contact Address：ICS Corporate Services (BVI) Limited, Sea Meadow House, P.O. Box 116, Road Town, Tortola, British Virgin Islands

 

Party B3：Metaloney Aqua Holding Ltd

Contact Address：Start Chambers, Wickham’s Cay II, P. O. Box 2221, Road Town, Tortola, British Virgin Islands

 

Party B4：SHDK Holding Ltd.

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AMENDMENT NO. 2 TO NOTE SUBSCRIPTION AGREEMENT

 

This Amendment No. 2 to Note Subscription Agreement (this “Amendment”) is made and entered into effective as of June 5, 2026, by and between Marti Technologies, Inc., a Cayman Islands exempted company (f/k/a Galata Acquisition Corp.) (the “Company”), Callaway Capital Management, LLC (the “Commitment Party”) and 405 MSTV I LP, New Holland Tactical Alpha Fund LP, and Callaway Capital Management, LLC (together with the Commitment Party, each a “Subscriber”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Note Subscription Agreement (as defined below).

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Document

DREAM FINDERS HOMES, INC.

FORM OF INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”), made and entered into as of the ___ day of _________, 202__ by and between Dream Finders Homes, Inc., a Texas corporation (the “Corporation”), and ________________ (“Indemnitee”).

W I T N E S S E T H:

WHEREAS, Indemnitee is currently serving or is about to begin serving as a director and/or officer of the Corporation and/or in another Corporate Status, and Indemnitee is willing, subject to, among other things, the Corporation’s execution and performance of this Agreement, to continue in or assume such capacity or capacities;

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AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

This AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of June 5, 2026 and entered into by and among J & J SNACK FOODS CORP., a New Jersey corporation (“J&J”), the other Borrowers identified on the signature pages hereto (jointly and severally with J&J, the “Borrowers” and each a “Borrower”), the lenders party hereto (the “Lenders”) and CITIZENS BANK, N.A., in its capacity as Administrative Agent (the “Agent”), and is made with reference to that certain Second Amended and Restated Credit Agreement dated as of December 16, 2021 (as amended, restated, supplemented, extended, or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrowers, the lenders party thereto and the Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.

 

RECITALS

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AMENDMENT NO. 2

This AMENDMENT NO. 2 (this “Amendment”) is made as of June 4, 2026, by and among:

AMERICAN EAGLE OUTFITTERS, INC., a Delaware corporation (the “U.S. Borrower”);

AMERICAN EAGLE OUTFITTERS CANADA CORPORATION, an unlimited liability company formed under the laws of Nova Scotia (the “Canadian Borrower” and, together with the U.S. Borrower, the “Borrowers”);

each of the other Loan Parties referred to on the signature pages hereof (collectively, with the Borrowers, the “Loan Parties”);

PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Agent”) for the Secured Parties; and

the Lenders referred to on the signature pages hereof.

WITNESSETH:

A.

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SECURITIES PURCHASE AGREEMENT

 

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 3, 2026, by and between Netcapital Inc., a Utah corporation, with headquarters located at 1 Lincoln Street, Boston, MA 02111 (the “Company”), and LABRYS FUND II, L.P., a Delaware limited partnership, with its address at 145 Tremont Street, Suite 201-1408, Boston, MA 02111 (the “Buyer”).

 

WHEREAS:

 

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act;

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Amendment to Share Purchase Agreement

 

This Amendment to the Share Purchase Agreement (this “Amendment”), dated as of June 8, 2026 (the “Amendment Date”), is entered into by and between Sadot Group Inc., a Nevada corporation (the “Buyer”), and Shrvan Kumar Yadav (the “Seller”).

 

RECITALS

 

WHEREAS, the Buyer and the Seller entered into that certain Share Purchase Agreement dated June 2, 2026 (the “SPA”), pursuant to which the Buyer agreed to acquire from the Seller all of the issued and outstanding shares of Anira Consulting FZC; and

 

WHEREAS, the parties desire to amend the SPA to provide that the Series B Preferred Stock shall be non-convertible and that the Convertible Promissory Note shall be replaced with a promissory note, on the terms and conditions set forth herein.

 

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

 

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PROMISSORY NOTE

 

$5,000,000

 

Issuance Date: June 2, 2026

 

Maturity Date: June 2, 2028

 

FOR VALUE RECEIVED, Sadot Group Inc., a Nevada corporation (the “Maker”), with its principal office at 295 E. Renfro Street, Suite 300, Burleson, Texas 76028, hereby promises to pay to Shrvan Kumar Yadav or his registered assigns (the “Holder”), the principal sum of Five Million United States Dollars (USD $5,000,000) (the “Principal Amount”) on the Maturity Date (as defined below), or such earlier date as the Principal Amount may become due and payable hereunder, in accordance with the terms of this Promissory Note (this “Note”).

 

This Note is issued pursuant to that certain Share Purchase Agreement dated June 2, 2026 (the “SPA”) between the Maker and the Holder (or his Designated Recipient(s)) and is one of the “Convertible Promissory Note Consideration” referenced therein. Capitalized terms used but not defined herein shall have the meanings given to them in the SPA.

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THIS SUBSCRIPTION AGREEMENT (THIS “AGREEMENT”) RELATES TO AN OFFER AND SALE OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S (AS DEFINED HEREIN) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).

 

本认购协议（本**“协议”）与向非美国人士（见协议中定义）邀约出售证券的离岸交易相关,** 遵循美国 1933 年证券法及其修订案（“证券法”）下的 S 条例（见协议中定义）。

 

NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE SECURITIES ACT, 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 EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

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AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

WHITEHAWK INCOME OPERATING PARTNERSHIP L.P.

Dated as of June 10, 2026

 

 

THE UNITS REPRESENTED BY THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.

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Table of Contents

 

ARTICLE I. DEFINITIONS

  

 

2

 

ARTICLE II. ORGANIZATIONAL MATTERS

  

 

16

 

 

 

Section 2.01

 

Formation of Partnership

  

 

16

 

 

Section 2.02

 

Amended and Restated Limited Partnership Agreement

  

 

16

 

 

Section 2.03

 

Name

  

 

16

 

 

Section 2.04

 

Purpose

  

 

17

 

 

Section 2.05

 

Principal Office; Registered Office

  

 

17

 

 

Section 2.06

 

Term

  

 

17

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EXECUTION COPY

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (this “Agreement”) dated as ofJune 10, 2026,between WhiteHawk Minerals Corp., a Delaware incorporated company (“PubCo”), WhiteHawk Income Operating Partnership L.P., a Delaware limited partnership (“OpCo” and together with PubCo and any subsidiaries or affiliates as may employ Executive from time to time, the “Company”), and Stephen Pilatzke (the “Executive”).

W I T N E S S E T H

WHEREAS, the Company desires to employ the Executive as Chief Accounting Officerof the Company; and

WHEREAS, the Company and the Executive desire to enter into this Agreement as tothe terms of the Executive’s employment with the Company.

NOW, THEREFORE, in consideration of the foregoing, of the mutual promisescontained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. POSITION AND DUTIES.

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