Browse EX-10 agreements

STATE OF NORTH CAROLINA

COUNTY OF WAKE

 

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into by and between FIRST CAROLINA BANK, a North Carolina banking corporation (the “Bank”) and Douglas Ford IV (the “Employee”) to be effective as of September 1, 2019 (the “Amendment Effective Date”).

 

W I T N E S S E T H:

 

WHEREAS, Employee and the Bank are parties to that certain Employment Agreement dated as of August 12, 2019 (the “Prior Agreement”), pursuant to which Employee serves as the Managing Director - Commercial Banking & Market Executive - Raleigh;

 

WHEREAS, it is in the best interests of the Bank and its shareholders to maintain an experienced and sound executive management team to manage the Bank and to further the Bank’s overall strategies to protect and enhance the value of its shareholders’ investments; and

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VOTING AGREEMENT

 

This Voting Agreement (this “Agreement”) is made and entered into as of June 5, 2026, by and among Suniva, Inc., a Delaware corporation (“Company”) and the undersigned stockholder (“Stockholder”) of SUNation Energy, Inc, a Delaware corporation (“Parent”).

 

RECITALS

 

A. Concurrently with the execution and delivery hereof, Parent, SUNation Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and the Company are entering into an Agreement and Plan of Merger of even date herewith (as it may be amended or supplemented from time to time pursuant to the terms thereof, the “Merger Agreement”), which provides for the merger (the “Merger”) of Merger Sub with and into the Company in accordance with its terms.

 

B. Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of such number of shares of each class of capital stock of the Parent as is indicated on the signature page of this Agreement.

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VOTING AGREEMENT

 

This Voting Agreement (this “Agreement”) is made and entered into as of June 5, 2026, by and among Suniva, Inc., a Delaware corporation (“Company”) and the undersigned stockholder (“Stockholder”) of SUNation Energy, Inc, a Delaware corporation (“Parent”).

 

RECITALS

 

A. Concurrently with the execution and delivery hereof, Parent, SUNation Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and the Company are entering into an Agreement and Plan of Merger of even date herewith (as it may be amended or supplemented from time to time pursuant to the terms thereof, the “Merger Agreement”), which provides for the merger (the “Merger”) of Merger Sub with and into the Company in accordance with its terms.

 

B. Stockholder is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of such number of shares of each class of capital stock of the Parent as is indicated on the signature page of this Agreement.

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AMENDED AND RE-STATED BOARD OF DIRECTORS AGREEMENT

 

This Amended and Re-Stated Board of Directors Agreement (the “Agreement”), dated on May 14, 2026 (the “Execution Date”), is by and between Aeries Technology, Inc. (the “Company”, and together with its subsidiaries and affiliates, the “Company Group”), and Venu Raman Kumar, (the “Director”) (together, “the “Parties” and each a “Party”). This Agreement constitutes the entire understanding between the parties and supersedes and replaces all prior or contemporaneous agreements, representations, or understandings, whether written or oral, relating to the subject matter, and no such prior agreements shall be of any further force or effect.

 

WHEREAS, the Company desires to retain the services of Director for the benefit of the Company and its shareholders; and

 

WHEREAS, Director desires to serve on the Company’s Board of Directors (the “Board”) for the period of time and subject to the terms and conditions set forth herein;

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Certain personally identifiable information has been omitted from this exhibit pursuant to item 601(a)(6) of Regulation S-K. [***] indicates that information has been redacted.

 

TWENTY ONE CAPITAL, INC.

INDEPENDENT DIRECTOR AGREEMENT

 

This Independent Director Agreement (this “Agreement”) is made and entered into as of June 5, 2026, by and between Twenty One Capital, Inc. (the “Company”), a Texas corporation, and Paul S. Lalljie (the “Director”).

 

I. SERVICES

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SUBORDINATED BUSINESS LOAN AND SECURITY AGREEMENT

 

THIS SUBORDINATED BUSINESS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of May 27, 2026(the**“Effective Date**”) among Agile Capital Funding, LLC as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), and Agile Lending, LLC, a Virginia limited liability company (“Lead Lender”) and each assignee that becomes a party to this Agreement pursuant to Section 12.1(each individually with the Lead Lender, a “Lender” and collectively with the Lead Lender, the “Lenders”), and CLEAN ENERGY TECHNOLOGIES, INC., A DOMESTIC NEVADA CORPORATION (“Parent”) and its subsidiaries, CLEAN ENERGY TECHNOLOGIES, INC., A DOMESTIC NEVADA CORPORATION and together with Parent, and the other entities shown as signatories hereto or that are joined from time to time as a Borrower, individually and collectively, jointly and severally, (“Borrower”), and provides the terms on which the Le

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AMENDMENT TO JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of an amendment No.1 to the Statement on Schedule 13D originally filed with the Securities and Exchange Commission on April 10, 2024 (the “Amendment No.1”) (including any and all amendments thereto) with respect to the ordinary shares, no par value, of NewGenIvf Group Limited, a British Virgin Islands company, and further agree that this amendment to the Joint Filing Agreement originally dated April 10, 2024 shall be included as an Exhibit to such joint filings.

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SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 7, 2026, between SUNation Energy, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

 

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below), and Rule 506 promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

 

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE I. DEFINITIONS

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REGISTRATION RIGHTS AGREEMENT

 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 7, 2026, between SUNation Energy, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

 

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

 

The Company and each Purchaser hereby agrees as follows:

 

1.  Definitions.

 

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

 

“Advice” shall have the meaning set forth in Section 6(c).

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SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 7, 2026, between Volato Group, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

 

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below), and/or Rule 506 of Regulation D promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

 

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

 

ARTICLE I. DEFINITIONS

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EXHIBIT A

 

REGISTRATION RIGHTS AGREEMENT

 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 7, 2026, by and between Volato Group, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

 

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

 

The Company and each Purchaser hereby agree as follows:

 

 

Definitions.

 

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

 

“Advice” shall have the meaning set forth in Section 6(c).

 

“Effectiveness Deadline” shall have the meaning set forth in Section 2(a).

 

“Effectiveness Period” shall have the meaning set forth in Section 2(a).

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FORM OF REGISTRATION RIGHTS AGREEMENT

 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 7, 2026, by and between Volato Group, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

 

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

 

The Company and each Purchaser hereby agree as follows:

 

 

Definitions.

 

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

 

“Advice” shall have the meaning set forth in Section 6(c).

 

“Effectiveness Deadline” shall have the meaning set forth in Section 2(a).

 

“Effectiveness Period” shall have the meaning set forth in Section 2(a).

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