Browse EX-10 agreements

23 JUNE 2026

 

MEMBERSHIP INTEREST PURCHASE AGREEMENT

 

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), is made effective and entered into as of June 23, 2026 (this “Execution Date”), by and among Capital Truth Holdings Ltd. (“Seller”), a limited liability company organized under the laws of The Bahamas, and has its principal place of business in The Bahamas and is represented herein by its Managing Member (the “Company Managing Member”), Capital Truth Holdings, Ltd. SAC1 (the “Company”), an investment vehicle that is incorporated in The Bahamas and has its principal place of business in The Bahamas and Trendy Reach Holdings Limited (the “Buyer”), a limited liability company organized under the laws of British Virgin Islands, and has its principal place of business in Hong Kong S.A.R and is represented by Triller Group Inc. (the “Buyer Manager”). Seller, the Company, Buyer, and the Buyer Manager are sometimes referred to herein as a “Party,” and collectively, the “Parties.”

 

RECITALS

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STOCK AND DEBT PURCHASE AGREEMENT

 

Date: June 22, 2026

 

THIS STOCK AND DEBT PURCHASE AGREEMENT (this “Agreement”) is entered into as of June 22, 2026, by and between (i) HeartCore Enterprises, Inc. (“HeartCore” or “Seller”) and (ii) Semaphore Technologies, Inc. (“Buyer”).

 

RECITALS

 

WHEREAS, Buyer desires to acquire 51% of the issued and outstanding shares of stock (the “Sigmaways Shares”) of Sigmaways, Inc. (“Sigmaways”) and the debt obligations owed by Sigmaways to HeartCore (the “Sigmaways Debt”) for a total purchase price of up to $650,000;

 

WHEREAS, pursuant to the Share Exchange and Purchase Agreement dated September 6, 2022 (as amended), HeartCore acquired a 51% majority ownership interest in Sigmaways, Inc., a California corporation;

 

WHEREAS, HeartCore is the record and beneficial owner of fifty-one percent (51%) of the issued and outstanding shares of Sigmaways (the “Shares”), free and clear of any liens, encumbrances, security interests, claims, or restrictions whatsoever;

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NON-BINDING LETTER OF INTENT

FOR SHARE EXCHANGE ACQUISITION OF JIUN JIANG ENTERPRISE CO., LTD.

 

This Non-Binding Letter of Intent (“LOI”) is entered into as of June 22, 2026 (the “Effective Date”), by and among Nightfood Holdings, Inc., a Nevada corporation (“Nightfood” or the “Purchaser”), Jiun Jiang Enterprise Co., Ltd., a company organized under the laws of the Republic of China (“R.O.C.”) (“JJ Enterprise” or the “Company”), and the shareholders of JJ Enterprise listed on Schedule A attached hereto (collectively, the “Shareholders”). Nightfood, JJ Enterprise, and the Shareholders are sometimes referred to individually as a “Party” and collectively as the “Parties.”

 

1. PURPOSE

 

This LOI sets forth the principal terms under which the Parties intend to negotiate and enter into one or more definitive agreements (the “Definitive Agreements”) pursuant to which Nightfood would acquire fifty-one percent (51%) of the issued and outstanding equity interests of JJ Enterprise (the “Transaction”).

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FOURTH AMENDMENT TO CREDIT AGREEMENT

FOURTH AMENDMENT TO CREDIT AGREEMENT dated as of June 23, 2026 (this “Amendment”), by and among Pitney Bowes Inc., a Delaware corporation (the “Borrower”), the Loan Parties party hereto, the 2026 Incremental Tranche A Term Lenders (as defined below) party hereto and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

RECITALS:

WHEREAS, the Borrower, the Administrative Agent, the Issuing Banks from time to time party thereto and the lenders from time to time party thereto are parties to that certain Credit Agreement, dated as of February 7, 2025 (as amended by (i) the First Incremental Facility Amendment, dated as of August 29, 2025, (ii) the Second Incremental Facility Amendment, dated as of March 30, 2026, and (iii) the Third Amendment to Credit Agreement, dated as of May 18, 2026, and as further amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement” and as so amended by this Amendment, the “Credit Agreement

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Execution Version

AMENDMENT No. 1

AMENDMENT NO. 1 TO THE AMENDED AND RESTATED credit agreement, dated as of June 24, 2026 (this “Agreement”), among MICHAEL KORS (USA), INC., a Delaware corporation (the “Company”), Capri Holdings Limited (“Capri Holdings”), each other Borrower and Guarantor listed on the signature pages hereof, JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (the “Administrative Agent”), the Lenders party hereto and the other parties party hereto.

W I T N E S S E T H

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Exhibit 10.1

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NEXTCURE, INC.

AMENDED AND RESTATED 2019 OMNIBUS INCENTIVE PLAN

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TABLE OF CONTENTS

Page

1.PURPOSE‌1

2.DEFINITIONS‌1

3.ADMINISTRATION OF THE PLAN‌9

3.1****Committee.‌9

3.1.1Powers and Authorities.‌9

3.1.2Composition of the Committee.‌9

3.1.3Other Committees.‌10

3.1.4Delegation by the Committee.‌10

*3.2***Board.**‌10

*3.3***Terms of Awards.**‌10

3.3.1Committee Authority.‌10

3.3.2Forfeiture; Recoupment.‌11

*3.4***No Repricing Without Stockholder Approval.**‌12

3.5****Deferral Arrangement‌12

*3.6***No Liability.**‌12

*3.7***Registration; Share Certificates.**‌13

4.STOCK SUBJECT TO THE PLAN‌13

*4.1***Number of Shares of Stock Available for Awards.**‌13

*4.2***Adjustments in Authorized Shares of Stock.**‌13

*4.3***Share Usage.**‌13

5.TERM; AMENDMENT AND TERMINATION‌14

*5.1***Term.**‌14

*5.2***Amendment, Suspension, and Termination.**‌14

6.AWARD ELIGIBILITY AND LIMITATIONS‌15

*6.1***Eligible Grantees.**‌15

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VISIONWAVE HOLDINGS, INC.

300 Delaware Ave, Suite 210#301, Wilmington, Delaware 19801

 

June 22, 2026

 

BY EMAIL AND OVERNIGHT COURIER

 

SaverOne 2014 Ltd.

Em Hamoshavot Rd 94, Petah Tikva, Israel Attention: Ori Gilboa, Chief Executive Officer

and to: SaverOne’s duly appointed transfer agent / share registrar

 

Re: Notice of Assignment and Irrevocable Delivery Direction under the Exchange Agreement dated January 26, 2026

 

Ladies and Gentlemen:

 

Reference is made to that certain Exchange Agreement, dated as of January 26, 2026 (the “Exchange Agreement”), by and between VisionWave Holdings, Inc. (“VisionWave”) and SaverOne 2014 Ltd. (“SaverOne”). Capitalized terms used but not defined in this letter have the meanings given in the Exchange Agreement. This letter is delivered as a notice and direction pursuant to Section 9.4 of the Exchange Agreement.

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ASSIGNMENT OF EXCHANGE RIGHTS, JOINDER AND PARTIAL SATISFACTION OF NOTE AGREEMENT

 

This Assignment of Exchange Rights, Joinder and Partial Satisfaction of Note Agreement (this “Agreement”) is entered into as of June 22, 2026 (the “Effective Date”), by and between:

 

VisionWave Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (“VisionWave”);

 

Adrian Holdings S.R.L., a company organized and existing under the laws of the Republic of Costa Rica (“Adrian”).

 

VisionWave and Adrian are each referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Exchange Agreement (as defined below).

 

RECITALS

 

WHEREAS, VisionWave and SaverOne are parties to that certain Exchange Agreement, dated as of January 26, 2026 (the “Exchange Agreement”), pursuant to which, among other things, SaverOne agreed to issue to VisionWave SaverOne Ordinary Shares in three sequential Stages in exchange for shares of VisionWave Common Stock;

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Exhibit 10.1

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

 

This Amended and Restated Employment Agreement (“Agreement”) is made and entered into by and between Prairie Operating Employee Co., LLC, a Delaware limited liability company (the “Company”), and Gregory S. Patton (“Executive”), effective as of June 23, 2026 (the “Effective Date”).  This Agreement amends, restates, supersedes and replaces that certain Amended and Restated Employment Agreement, dated effective as of August 13, 2025, between Executive and the Company (the “Prior Agreement”).

 

1.          Employment.  During the Employment Period (as defined in Section 4), the Company shall employ Executive, and Executive shall serve, as and Chief Executive Officer of the Company and of Prairie Operating Co., a Delaware corporation (the “Parent”).  Executive shall report directly to, and, during the Employment Period shall serve as a member of, the Parent’s Board of Directors (the “Board”).

 

2.            Duties and Responsibilities.

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Exhibit 10.2

2024 AMENDED &

RESTATED PRAIRIE

OPERATING CO. LONG-

TERM INCENTIVE PLAN

PERFORMANCE UNIT AWARD AGREEMENT

 

THIS PERFORMANCE UNIT AWARD AGREEMENT (this “Agreement”) evidences an award made as of June 23, 2026 (the “Date of Grant”), by PRAIRIE OPERATING CO., a Delaware corporation (“Company”), to Gregory Patton (“Employee”).

1.            Award. Company hereby grants Employee an award (this “Award”) of an aggregate of 425,000 performance units (each, a “Performance Unit”) in respect of the performance period beginning on the Date of Grant and ending on the third anniversary of the Date of Grant (the “Performance Period”). This Award is subject to Employee’s acceptance of and agreement to all the applicable terms, conditions and restrictions described in this Agreement and the 2024 Amended & Restated Long-Term Incentive Plan (as it may be amended from time to time, the “Plan”). A copy of the Plan is available upon request. Except as provided below, to the extent that any provision of this Agreement conflicts with the terms of the Plan, Employee acknowledges a

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Exhibit 10.3

EMPLOYMENT AGREEMENT

 

This Employment Agreement (“Agreement”) is made and entered into by and between Prairie Operating Employee Co., LLC, a Delaware limited liability company (the “Company”), and Michael Shelly (“Executive”), effective as of June 23, 2026 (the “Effective Date”).

 

1.          Employment.  During the Employment Period (as defined in Section 4), the Company shall employ Executive, and Executive shall serve, as Executive Vice President and Chief Financial Officer of the Company and of Prairie Operating Co., a Delaware corporation (the “Parent”).  Executive shall report directly to the Chief Executive Officer of the Parent.

 

2.           Duties and Responsibilities.

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Published Deal CUSIP Number: 03063RBA5

Published Revolving Credit Dollar Tranche CUSIP Number: 03063RBC1

Published Revolving Credit Alternative Currency Tranche CUSIP Number: 03063RBB3

Published Term A-1 Loan Facility CUSIP Number: 03063RBG2

Published Term A-2 Loan Facility CUSIP Number: 03063RBE7

Published Delayed Draw Term Facility CUSIP Number: 03063RBF4

Published AUD Term Facility CUSIP Number: 03063RBD9

AMENDED AND RESTATED SYNDICATED FACILITY AGREEMENT

among

AMERICOLD REALTY OPERATING PARTNERSHIP, L.P.,

AMERICOLD REALTY TRUST, INC.,

CERTAIN SUBSIDIARIES OF AMERICOLD REALTY OPERATING PARTNERSHIP, L.P.,

The Several Lenders and Letter of Credit Issuers from Time to Time Parties Hereto,

BANK OF AMERICA, N.A.,

as Administrative Agent

BofA SECURITIES, INC.,

JPMORGAN CHASE BANK, N.A., CITIBANK, N.A.,

ROYAL BANK OF CANADA, COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH,

TRUIST SECURITIES, INC. and PNC CAPITAL MARKETS LLC,

as Joint Lead Arrangers

and

BofA SECURITIES, INC.,

JPMORGAN CHASE BANK, N.A., CITIBANK, N.A. and ROYAL BANK OF CANADA,

as Joint Bookrunners

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