Browse EX-10 agreements

[Exhibit B]

FORM OF REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], by and among (i) ads-tec Energy PLC, a public limited company incorporated under the laws of Ireland (the “Company”), and (ii) the parties listed on Schedule A hereto (each such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement or the Joinder Agreement, a “Holder” and collectively, the “Holders”). Certain capitalized terms used and not otherwise defined herein are defined in Article 1 hereof.

RECITALS

WHEREAS, pursuant to one or more subscription agreements (each, a “Subscription Agreement”) with certain investors, the Company has agreed to provide the Holders with certain registration rights with respect to the Ordinary Shares issued or issuable thereunder (the “Subscription Shares”); and

WHEREAS, the parties hereto desire to enter into this Agreement to set forth the registration rights of the Holders on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Article 1. DEFINITIONS

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

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.

SUBSCRIPTION AGREEMENT

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THIS SUBSCRIPTION AGREEMENT (THIS “AGREEMENT”) RELATES TO THE OFFER AND SALE OF SHARES BY THE ISSUER IN A TRANSACTION NOT INVOLVING ANY PUBLIC OFFERING IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 4(A)(2) OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).

THE SHARES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY APPLICABLE U.S. STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD BY THE ISSUER IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 4(A)(2) OF THE SECURITIES ACT. THE SHARES CONSTITUTE “RESTRICTED SECURITIES” AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT 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, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.

SUBSCRIPTION AGREEMENT

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EXHIBIT A

EXERCISE NOTICE

To:	ads-tec Energy PLC, an Irish public limited company (the “Irish Guarantor”)

Dated: April 15, 2026

The undersigned, pursuant to the provisions set forth in that certain Amended and Restated Warrant, dated as of August 26, 2024, and amended with the Warrant Adjustment Notice dated April 9, 2026, by and between the Irish Guarantor and the Lender (the “Warrant”), hereby irrevocably elects to subscribe for 66,666 Warrant Shares covered by such Warrant and herewith makes payment of $66,666 representing the full exercise price for such Warrant Shares at the price of $1.00 per Warrant Share. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Warrant.

The undersigned acknowledges that it has reviewed the representations and warranties set forth as Annex I to this Exercise Notice, which representations and warranties are incorporated herein by reference and by its signature below hereby makes such representations and warranties to the Irish Guarantor.

ACKNOWLEDGED AND AGREED TO BY THE LENDER:
The Lucerne Capital Special Opportunity Fund, Ltd.
By:	/s/ Pieter Taselaar
Name:	Pieter Taselaar
Title:	Director

Address: 73 Arch Street, 3rd Floor, Greenwich, CT 06830

Telephone: 203-983-4470

Fax: 203-983-4401

Email: pmoroney@lucernecap.com

Annex I

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EXHIBIT A

EXERCISE NOTICE

To: ads-tec Energy PLC, an Irish public limited company (the “Irish Guarantor”)

Dated: April 10, 2026

The undersigned, pursuant to the provisions set forth in that certain Amended and Restated Warrant, dated as of August 26, 2024, and amended with the Warrant Adjustment Notice dated April 9, 2026, by and between the Irish Guarantor and the Lender (the “Warrant”), hereby irrevocably elects to subscribe for 5,105,379 Warrant Shares covered by such Warrant and herewith makes payment of $5,105,379 representing the full exercise price for such Warrant Shares at the price of $1.00 per Warrant Share. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Warrant.

The undersigned acknowledges that it has reviewed the representations and warranties set forth as Annex I to this Exercise Notice, which representations and warranties are incorporated herein by reference and by its signature below hereby makes such representations and warranties to the Irish Guarantor.

ACKNOWLEDGED AND AGREED TO BY

THE LENDER:

The Lucerne Capital Master Fund, L.P.
By:	/s/ Pieter Taselaar
Name:	Pieter Taselaar
Title:	Director

Address: 73 Arch Street, 3rd Floor, Greenwich, CT 06830

Telephone: 203-983-4470

Fax: 203-983-4401

Email: pmoroney@lucernecap.com

Annex I

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Exhibit 10.1

ads-tec Energy plc, 10 Earlsfort Terrace, D02 T380 Dublin 2

9 April 2026

Via Email and Overnight Courier

To:

Lucerne Capital Master Fund L.P. 73 Arch Street, 3rd floor Greenwich, CT 06830 United States of America E-Mail: pmoroney@lucernecap.com

(the Warrantholder)

CC:

ads-tec Energy GmbH Heinrich-Hertz-Straße 1 72622 Nürtingen, Germany

Arthur Cox LLP

Dublin 2, D02 T380 Ireland Attention: Connor Manning Email: connor.manning@arthurcox.com Re: Company Warrant Adjustment Notice

Ladies and Gentlemen:

We refer to each Warrant, dated as of 26 August 2024, by and among ADS-Tec Energy PLC (the company) and the applicable Warrantholder (each, a ”Warrant” and together, the “Warrants”). Unless otherwise specified herein, capitalized terms used but not defined in this letter have meanings given in the Warrants.

Pursuant to Section 3(a) and 3(b) of the Warrants and subject to the terms of this letter, the Company hereby provides notice to each Warrantholder and the Transfer Agent that as of the date hereof, the Exercise Price of the Warrants has been adjusted to $1.00 per Warrant and the number of Warrant Shares issuable upon the exercise of each Warrant has been adjusted, as set forth with respect to each Warrantholder on Annex A hereto.

IN WITNESS WHEREOF, the undersigned has executed this notice as of the date first written above.

	ADS-TEC Energy PLC
	By:	/s/ Torsten Klee
	Name:	Torsten Klee
	Title:	Chief Financial Officer

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Annex A

Warrant Adjustment

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VOTING AND SUPPORT AGREEMENT

THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of May 12, 2026, by and among BROOKFIELD BANCSHARES, INC., a Delaware corporation (“Purchaser”), and those directors and/or officers of NSTS BANCORP, INC., a Delaware corporation (the “Company”) whose names appear on the signature page of this Agreement and who own or control the voting of any shares of common stock of the Company (such stockholders collectively referred to in this Agreement as the “Principal Stockholders,” and individually as a “Principal Stockholder”).

Recitals

A.           As of the date hereof, each Principal Stockholder is the owner or controls the vote of certain shares of the Company’s common stock, $0.01 par value per share (“Company Common Stock”).

B.          Purchaser is contemplating the acquisition of the Company by means of a merger (the “Merger”) of a wholly-owned subsidiary of Purchaser with and into the Company, all pursuant to an Agreement and Plan of Merger, dated as of May 12, 2026 (the “Merger Agreement”), by and among Purchaser, the Company and BRKD Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Purchaser.

C.           As a condition and inducement for Purchaser to enter into the Merger Agreement, each Principal Stockholder is entering into this Agreement.

D.           Each Principal Stockholder believes it is in his or her best interest as well as the best interest of the Company for Purchaser and the Company to consummate the Merger.

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CREDIT AGREEMENT

Dated as of May 12, 2026

among

SOLARIS ENERGY INFRASTRUCTURE, LLC,

as the Borrower,

SOLARIS ENERGY INFRASTRUCTURE, INC.,

as Parent

MUFG BANK, LTD.,

as Administrative Agent,

CSC DELAWARE TRUST COMPANY,

as Collateral Agent,

and

THE LENDERS AND L/C ISSUERS PARTY HERETO FROM TIME TO TIME

MUFG BANK, LTD., BANCO SANTANDER, S.A., NEW YORK BRANCH, CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, GOLDMAN SACHS BANK USA, MORGAN STANLEY SENIOR FUNDING, INC.

and

TD SECURITIES (USA) LLC

as Joint Lead Arrangers and Joint Bookrunners

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TABLE OF CONTENTS

				Page
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS					1
Section 1.01.		Defined Terms			1
Section 1.02.		Other Interpretive Provisions			54
Section 1.03.		Accounting Terms			55
Section 1.04.		Rounding			55
Section 1.05.		References to Agreements, Laws, Etc.			56
Section 1.06.		Times of Day			56
Section 1.07.		Timing of Payment or Performance			56
Section 1.08.		[Reserved]			56
Section 1.09.		Certain Calculations and Tests			56
Section 1.10.		[Reserved]			58
Section 1.11.		Letter of Credit Amounts			58
Section 1.12.		Divisions			58
Section 1.13.		[Reserved]			58
Section 1.14.		Interest Rates			58

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RENEWAL AGREEMENT

THIS RENEWAL AGREEMENT, dated as of May 7, 2026 (the “Agreement”), is entered into between Cottonwood Capital Management, Inc., a Delaware corporation (“CCMI”), and Cottonwood Communities Advisors, LLC, a Delaware limited liability company (“CCA”).

WHEREAS, Cottonwood Communities, Inc., a Maryland corporation (the “REIT”), is taxed and operates in a manner that allows it to qualify as a real estate investment trust for U.S. federal income tax purposes;

WHEREAS, CCMI and CCA are parties to the Reimbursement and Cost Sharing Agreement dated May 7, 2021 (the “Sharing Agreement”) as renewed annually;

WHEREAS, the Sharing Agreement expires on May 7, 2026, subject to an unlimited number of successive one-year renewals;

WHEREAS, CCMI desires to continue to make available to CCA certain employees of CCMI as set forth on Schedule I of the Sharing Agreement (collectively, the “Employees”), and CCA desires to continue to utilize the Employees, on the terms set forth in the Sharing Agreement;

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto agree as follows:

1. Term. In accordance with the provisions of Section 1.4 of the Sharing Agreement, the term of the Sharing Agreement is hereby renewed for an additional one-year term, and notwithstanding the language in Section 1.4 of the Sharing Agreement is acknowledged and agreed by the Parties to be a one-year term commencing May 7, 2026 and ending May 7, 2027.

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AMENDED AND RESTATED

ADVISORY AGREEMENT

among

COTTONWOOD COMMUNITIES, INC.

and

COTTONWOOD RESIDENTIAL O.P., LP

and

CC ADVISORS III, LLC

May 7, 2026

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TABLE OF CONTENTS

Page

1.    DEFINITIONS    1

2. APPOINTMENT; TERMINATION OF PRIOR ADVISORY AGREEMENT.    5

3.    DUTIES OF THE ADVISOR.    5

3.1    Organizational and Offering Services.     5

3.2    Acquisition Services.    6

3.3    Asset Management Services.    6

3.4    Stockholder Services.    9

3.5    Other Services.     9

4.    AUTHORITY OF ADVISOR.    9

4.1    General.     9

4.2    Powers of the Advisor..    9

4.3    Approval by the Board.    10

4.4    Modification or Revocation of Authority of Advisor.    10

5.    BANK ACCOUNTS.    10

6.    RECORDS AND FINANCIAL STATEMENTS.    10

7.    LIMITATION ON ACTIVITIES.    11

8.    FEES.    11

8.1    Management Fees.     11

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VOTING AND SUPPORT AGREEMENT

THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of May 12, 2026, by and among BROOKFIELD BANCSHARES, INC., a Delaware corporation (“Purchaser”), and those directors and/or officers of NSTS BANCORP, INC., a Delaware corporation (the “Company”) whose names appear on the signature page of this Agreement and who own or control the voting of any shares of common stock of the Company (such stockholders collectively referred to in this Agreement as the “Principal Stockholders,” and individually as a “Principal Stockholder”).

Recitals

A.           As of the date hereof, each Principal Stockholder is the owner or controls the vote of certain shares of the Company’s common stock, $0.01 par value per share (“Company Common Stock”).

B.          Purchaser is contemplating the acquisition of the Company by means of a merger (the “Merger”) of a wholly-owned subsidiary of Purchaser with and into the Company, all pursuant to an Agreement and Plan of Merger, dated as of May 12, 2026 (the “Merger Agreement”), by and among Purchaser, the Company and BRKD Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Purchaser.

C.           As a condition and inducement for Purchaser to enter into the Merger Agreement, each Principal Stockholder is entering into this Agreement.

D.           Each Principal Stockholder believes it is in his or her best interest as well as the best interest of the Company for Purchaser and the Company to consummate the Merger.

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Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain portions of the exhibits that are not material and are of the type that the Company treats as confidential have been redacted or omitted. A copy of the unredacted exhibit will be furnished to the Securities and Exchange Commission upon request.

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Execution Version 1399-1964-3930.19 SUPPLEMENTARY TERMS AGREEMENT dated as of March 23, 2026 among I-80 GOLD CORP. as the Company and THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTIES HERETO as Banks and NATIONAL BANK OF CANADA as Administrative Agent

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TABLE OF CONTENTS Page 1399-1964-3930.19 - i - Supplementary Terms Agreement – i-80 Gold Corp. ARTICLE 1 DEFINITIONS..........................................................................................................................1 1.1 Definitions......................................................................................................................................1 1.2 Terms Generally...........................................................................................................................42 1.3 Accounting Terms; U.S. GAAP...................................................................................................43 1.4 Time. ............................................................................................................................................44 1.5 Third Party Beneficiaries .............................................................................................................44 ARTICLE 2 SECURED PREPAID FORWARD

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