Browse EX-10 agreements

AMENDMENT TO LETTER AGREEMENT

 

THIS AMENDMENT TO LETTER AGREEMENT (this “Amendment”) is made and entered into as of June 25, 2026 (the “Execution Date”), by and among (i) Launch Two Acquisition Corp., a Cayman Islands exempted company (together with its successors, the “Company”), (ii) Launch Two Sponsor LLC, a Delaware limited liability company (the “Sponsor”), (iii) NuCube Energy, Inc., a Delaware corporation (the “Target”), and (iv) the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team and who is referred to as an “Insider” pursuant to the terms of the Letter Agreement (as defined below). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Original Letter Agreement (as defined below) (and if such term is not defined in the Original Letter Agreement, then in the Business Combination Agreement (as defined below)).

 

RECITALS

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SPONSOR SUPPORT AGREEMENT

 

THIS SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of June 25, 2026, by and among (i) Launch Two Sponsor LLC, a Delaware limited liability company (“Sponsor”), (ii) Launch Two Acquisition Corp., a Cayman Islands exempted company (“SPAC”), (iii) NuCube Energy, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined in this Agreement will have the meanings ascribed to such terms in the Business Combination Agreement, by and among SPAC, Tesseract Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of SPAC (“Merger Sub”), the Company, and the other parties thereto, dated as of the date hereof (as it may be amended, supplemented, modified and/or restated from time to time, the “Business Combination Agreement”).

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COMPANY SUPPORT AGREEMENT

 

This Company Support Agreement (this “Agreement”) is made as of June 25, 2026, by and among (i) Launch Two Acquisition Corp., a Cayman Islands exempted company incorporated with limited liability (together with its successors, the “SPAC”), (ii) NuCube Energy, Inc., a Delaware corporation (the “Company”), and (iii) each of the undersigned securityholders (collectively, the “Holders” and each, a “Holder”) of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.

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FORM OF

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among NuCube Holdings, Inc., a Delaware corporation formerly known as Launch Two Acquisition Corp., a Cayman Islands exempted company (the “Company”), Launch Two Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co., a New York general partnership (“Cantor”), certain stockholders of NuCube Energy, Inc., a Delaware corporation (“NuCube”), listed on the signature pages hereto (the “NuCube Holders”, and together with the Sponsor and Cantor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2, each, a “Holder” and collectively, the “Holders”).

RECITALS

 

WHEREAS, the Company, the Sponsor and Cantor are parties to that certain Registration Rights Agreement, dated October 7, 2024 (the “Original Registration Rights Agreement”);

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LOCK-UP AGREEMENT

 

This LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of June 25, 2026, by and among (i) Launch Two Acquisition Corp., a Cayman Islands exempted company that intends in connection with the Closing (as defined below) to effect the Domestication (as defined below) and become a Delaware corporation, and change its name in connection with the Merger (as defined below) to NuCube Holdings, Inc. (the “SPAC” and, after giving effect to the Merger, “PubCo”), (ii) NuCube Energy, Inc., a Delaware corporation (the “Company”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).

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EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”), entered into on the 29th day of June, 2026 (the “Effective Date”), by and between First Financial Bank, N.A. (the “Bank”), a national banking association organized under the laws of the United States of America, First Financial Corporation (the “Corporation”), a corporation formed under the laws of the State of Indiana and a financial holding company (jointly referred to herein as the “Company”) and Norman D. Lowery (the “Employee”), a resident of the State of Indiana.

WHEREAS, the Employee has heretofore been employed by the Bank as its President and Chief Executive Officer and by the Corporation as its President and Chief Executive Officer and has performed valuable services for both the Bank and the Corporation; and

WHEREAS, the Company desires to enter into this Agreement with the Employee in order to assure continuity of management and to reinforce and encourage the continued attention and dedication of the Employee to his assigned duties; and

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of June 25, 2026, between Global Interactive Technologies, 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 an exemption from the registration requirements of Section 5 of the of the Securities Act of 1933, as amended (the “Securities Act”) contained in Section 4(a)(2) thereof and/or Regulation D 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.

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June 25, 2026

 

D. Boral Capital LLC

590 Madison Avenue, 39th Floor

New York, New York 10022

Ladies and Gentlemen:

 

Subject to the terms and conditions herein (this “Agreement”) Global Interactive Technologies, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of (i) shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), (ii) pre-funded warrants to purchase shares of Common Stock (the “Pre-Funded Warrants” and, together with the Shares, the “Underlying Securities”), and (iii) common stock purchase warrants (the “Common Warrants”) to purchase shares of Common Stock (the “Common Warrant Shares”), directly to various purchasers (each, a “Purchaser” and, collectively, the “Purchasers”) through D. Boral Capital LLC, as Placement Agent (the “Placement Agent”). The aggregate gross proceeds from the sale of the Underlying Securities and Common Warrants shall be approximately Two Million Dollars ($2,000,000). This Agreement and the documents executed and delivered by the Company and the Purchasers in c

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REGISTRATION RIGHTS AGREEMENT

 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 29, 2026, between Global Interactive Technologies, 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, by and 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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Exhibit 10.1

 

LOAN agreement

 

This Loan Agreement, dated as of June 29, 2026 (“Agreement”), is among Celularity Inc., a Delaware corporation (the “Borrower”), and Philip & Daniele Barach Family Trust (the “Lender” and, together with the Borrower, the “Parties” and each, a “Party”).

 

agreement:

 

In consideration of the foregoing and the mutual agreements contained in this Agreement, the receipt and sufficiency of which are acknowledged, the Parties hereby agree as follows:

 

SECTION 1. Interpretation:

 

This Agreement is to be interpreted in accordance with the rules of construction set forth on Annex A. Capitalized terms used in this Agreement and not otherwise defined have the meanings set forth for such terms on Annex A. All annexes, schedules and exhibits to this Agreement are deemed to be a part of this Agreement.

 

SECTION 2. Loan facility:

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CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE OMITTED PORTIONS OF THIS DOCUMENT ARE INDICATED BY [***]

AMENDED AND RESTATED LIMITED LIABILITY

 

 

COMPANY AGREEMENT

 

OF

 

EMHU, LLC

 

 

 

Dated as of June 26, 2026

 

 

 

Table OF CONTENTS

 

 

 

Page

 

 

 

DEFINITIONS

1

 

 

 

 

FORMATION AND PURPOSE

4

 

 

 

 

 

2.1.

Formation

4

 

2.2.

Name

4

 

2.3.

Managing Member

4

 

2.4.

Registered Office/Agent

4

 

2.5.

Term

5

 

2.6.

Purpose

5

 

2.7.

Certificate

5

 

2.8.

Principal Office

5

 

 

 

 

MEMBERSHIP, CAPITAL CONTRIBUTIONS, COMMON UNITS AND CAPITAL ACCOUNTS

5

 

 

 

 

3.1.

Members

5

 

3.2.

Additional Members and

6

 

3.3.

Capital Contributions

6

 

3.4.

Additional Capital Contributions

6

 

3.5.

Voting Rights

8

 

3.6.

Right of Participation

8

 

 

 

 

DISTRIBUTIONS

9

 

 

 

 

4.1.

Managing Member Sole Discretion

9

 

4.2.

Pre

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Exhibit 10.1

EXECUTION COPY

$200,000,000

TERM LOAN AGREEMENT

Dated as of June 25, 2026

among

EASTERLY GOVERNMENT PROPERTIES LP,

as Borrower,

EASTERLY GOVERNMENT PROPERTIES, INC.,

as Parent,

THE GUARANTORS NAMED HEREIN,

as Guarantors,

THE INITIAL LENDERS NAMED HEREIN,

as Initial Lenders,

PNC BANK, NATIONAL ASSOCIATION,

as Administrative Agent,

U.S. BANK NATIONAL ASSOCIATION,

and

TRUIST BANK,

as Syndication Agents,

U.S. BANK NATIONAL ASSOCIATION,

PNC CAPITAL MARKETS LLC,

TRUIST SECURITIES, INC.,

and

WELLS FARGO BANK, N.A.,

as Joint Lead Arrangers

U.S. BANK NATIONAL ASSOCIATION,

PNC CAPITAL MARKETS LLC,

and

TRUIST SECURITIES, INC.,

as Joint Bookrunners

and

WELLS FARGO BANK, N.A.,

as Documentation Agent

 

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TABLE OF CONTENTS

 

 

Page

 

Article I

DEFINITIONS AND ACCOUNTING TERMS

Section 1.01

Certain Defined Terms

1

Section 1.02

Computation of Time Periods; Other Definitional Provisions

35

Section 1.03

Accounting Terms

35

Section 1.04

Divisions

35

Article II

AMOUNTS AND TERMS OF THE ADVANCES

Section 2.01

The Advances

35

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