Browse EX-10 agreements

Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 14, 2026, is made and entered into by and among Patriot Acquisition Corp., a Cayman Islands exempted company (the “Company”), Patriot Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Keefe, Bruyette & Woods, Inc. (“KBW”) and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor, KBW and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

RECITALS

WHEREAS, the Company and the Sponsor entered into that certain Securities Subscription Agreement (the “Founder Shares Purchase Agreement”), dated as of October 27, 2025, pursuant to which the Sponsor purchased an aggregate of 5,750,000 Class B ordinary shares of the Company, par value $0.0001 per share (the “Class B Ordinary Shares”), and subsequently surrendered 1,150,000 Class B Ordinary shares for a total of 4,600,000 Class B Ordinary Shares (the “Founder Shares”) of which an aggregate of 600,000 Class B Ordinary Shares are subject to forfeiture to the extent the underwriters of the Company’s initial public offering (the “IPO”) do not exercise their over allotment option in full;

…

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 14, 2026 by and between Patriot Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1, (File No. 333-294090) (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;

WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Keefe, Bruyette & Woods, Inc., as representative (the “Representative”) of the underwriters (the “Underwriters”) named therein;

…

CONDITIONAL WAIVER TO CREDIT AGREEMENT

This CONDITIONAL WAIVER TO CREDIT AGREEMENT (this “Waiver”), dated as of May 14, 2026 and effective as of the Waiver Effective Date (as hereinafter defined), is made by and among BALLY’S CORPORATION, a Delaware corporation (the “Borrower”), the guarantors (the “Guarantors”, and together with the Borrower, the “Credit Parties”) party to the Credit Agreement (as hereinafter defined), the Lenders party hereto constituting the Required Revolving Lenders, and DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) under the Credit Agreement.

RECITALS:

WHEREAS, reference is hereby made to the Credit Agreement, dated as of October 1, 2021 (as amended by that certain First Amendment to Credit Agreement, dated as of June 23, 2023, that certain Second Amendment to Credit Agreement, dated as of May 14, 2025, that certain Third Amendment to Credit Agreement, dated as of September 11, 2025, that certain Incremental Joinder Agreement, dated as of September 29, 2025, that certain Fourth Amendment to Credit Agreement, dated as of May 5, 2026 and as may be further amended, restated, amended and restated, replaced, supplemented, or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, the Guarantors from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent, Deutsche Bank AG New York Branch, as collateral agent, and the other parties from time to time party thereto;

…

AMENDMENT NO. 9 TO CREDIT AGREEMENT

This AMENDMENT NO. 9 TO CREDIT AGREEMENT, dated as of May 14, 2026 (together with all exhibits and schedules hereto, this “Amendment”), is entered into by and among APi Group DE, Inc., a Delaware corporation (the “Borrower”), APi Group Corporation, a Delaware corporation (“Holdings”), certain subsidiaries of the Borrower party hereto, Citibank, N.A., as collateral agent and administrative agent (in such respective capacities, the “Collateral Agent” and the “Administrative Agent”; collectively, the “Agent”), the Amendment No. 9 Revolving Lenders (as defined below) and the Amendment No. 9 Term Lenders (as defined below) party hereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Existing Credit Agreement (as defined below).

RECITALS

…

Exhibit 10.7

GAMEVERSE INTERACTIVE CORP

2026 OMNIBUS EQUITY INCENTIVE PLAN

TABLE OF CONTENTS

		PAGE
Article 1. Effective Date, Objectives and Duration		1
1.1	Effective Date of the Plan	1
1.2	Objectives of the Plan	1
1.3	Duration of the Plan	1
Article 2. Definitions		1
2.1	“Applicable Law”	1
2.2	“Award”	1
2.3	“Award Agreement”	1
2.4	“Board”	1
2.5	“Bonus Shares”	1
2.6	“Cause”	2
2.7	“CEO”	2
2.8	“Code”	2
2.9	“Committee”	2
2.10	“Company”	2
2.11	“Compensation Committee”	2
2.12	“Corporate Transaction”	2
2.13	“Deferred Shares”	2
2.14	“Disability” or “Disabled”	2
2.15	“Dividend Equivalent”	2
2.16	“Effective Date”	2
2.17	“Eligible Person”	2
2.18	“Exchange Act”	3
2.19	“Exercise Price”	3
2.20	“Fair Market Value”	3
2.21	“Grant Date”	3
2.22	“Grantee”	3
2.23	“Incentive Share Option”	3
2.24	“Including” or “includes”	3
2.25	“Non-Employee Director”	3
2.26	“Option”	3
2.27	“Other Share-Based Award”	3
2.28	“Performance Period”	3
2.29	“Performance Share” and “Performance Share Unit”	3
2.30	“Period of Restriction”	4
2.31	“Person”	4
2.32	“Restricted Shares”	4
2.33	“Restricted Share Units”	4
2.34	“Rule 16b-3”	4
2.35	“SEC”	4
2.36	“Section 16 Non-Employee Director”	4

…

Exhibit 10.5

AMENDED EMPLOYMENT AGREEMENT

THIS AMENDED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of April 22, 2026, (the “Effective Date”), between Gameverse Interactive Corporation, a Nevada corporation, (the “Company”) and Jordan Thau, an individual residing in Boca Raton, FL (the “Employee”).

RECITALS

**WHEREAS,**the Company desires to employ the Employee and the Employee desires to be employed by the Company and to enter into a formal employment agreement for the benefit and protection of all of the parties.

NOW, THEREFORE, in consideration of the mutual agreements herein made, the Company and the Employee do hereby agree as follows:

	1.	Recitals. The above recitals are true, correct, and are herein made incorporated by reference.
	2.	Employment. The Company hereby employs the Employee as the Company’s Chief Technology Officer (“CTO”) and the Employee hereby accepts employment as a full-time employee, upon the terms and conditions hereinafter set forth.
	3.	Duties and Responsibilities. During the term of this Agreement, the Employee shall serve as the Chief Technology Officer. The Employee shall report to the Company’s Chief Executive Officer.

…

Exhibit 10.4

AMENDED EMPLOYMENT AGREEMENT

THIS AMENDED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of April 22, 2026, (the “Effective Date”), between Gameverse Interactive Corporation, a Nevada corporation, (the “Company”) and Jared Thau, an individual residing in Boca Raton, FL (the “Employee”).

RECITALS

**WHEREAS,**the Company desires to employ the Employee and the Employee desires to be employed by the Company and to enter into a formal employment agreement for the benefit and protection of all of the parties.

NOW, THEREFORE, in consideration of the mutual agreements herein made, the Company and the Employee do hereby agree as follows:

	1.	Recitals. The above recitals are true, correct, and are herein made incorporated by reference.
	2.	Employment. The Company hereby employs the Employee as the Company’s Chief Executive Officer (“CEO”) and the Employee hereby accepts employment as a full-time employee, upon the terms and conditions hereinafter set forth.
	3.	Duties and Responsibilities. During the term of this Agreement, the Employee shall serve as the Chief Executive Officer. The Employee shall report to the Company’s Board of Directors.

…

Exhibit 10.3

COMMON STOCK PURCHASE AGREEMENT

AGREEMENT (this “Agreement”) entered into as of the 26th day of March, 2026, by and between Margaree Acquisition Corp., a Delaware corporation (the “Company”), and Ian Jacobs, an individual (the “Purchaser”).

WHEREAS, the Purchaser desires to purchase, and the Company desires to sell, an aggregate of 2,500,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) upon the terms and conditions hereof.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the Purchaser and the Company hereby agree as follows:

SECTION 1: SALE OF THE SHARES

1.1 Sale of the Shares. Subject to the terms and conditions hereof, the Company will sell to the Purchaser and the Purchaser will purchase from the Company, upon the execution and delivery of this Agreement, the Shares for a purchase price equal to $250 (the “Purchase Price”).

SECTION 2: CLOSING DATE; DELIVERY

2.1 Closing Date. The closing of the purchase and sale of the Shares hereunder (the “Closing”) shall be held immediately following the execution and delivery of this Agreement.

2.2 Delivery at Closing. At the Closing, the Company will record the issuance of the Shares in the Company’s stock ledger with respect to the Common Stock of the Company in the Purchaser’s name, against payment of the Purchase Price therefore as indicated above.

SECTION 3: REPRESENTATIONS AND WARRANTIES OF PURCHASER

The undersigned Purchaser hereby represents and warrants to the Company as follows:

…

COMMON STOCK PURCHASE AGREEMENT

AGREEMENT (this “Agreement”) entered into as of the 26th day of March, 2026, by and between Margaree Acquisition Corp., a Delaware corporation (the “Company”), and Mark Tompkins, an individual (the “Purchaser”).

WHEREAS, the Purchaser desires to purchase, and the Company desires to sell, an aggregate of 7,500,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) upon the terms and conditions hereof.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the Purchaser and the Company hereby agree as follows:

SECTION 1: SALE OF THE SHARES

1.1 Sale of the Shares. Subject to the terms and conditions hereof, the Company will sell to the Purchaser and the Purchaser will purchase from the Company, upon the execution and delivery of this Agreement, the Shares for a purchase price equal to $750 (the “Purchase Price”).

SECTION 2: CLOSING DATE; DELIVERY

2.1 Closing Date. The closing of the purchase and sale of the Shares hereunder (the “Closing”) shall be held immediately following the execution and delivery of this Agreement.

2.2 Delivery at Closing. At the Closing, the Company will record the issuance of the Shares in the Company’s stock ledger with respect to the Common Stock of the Company in the Purchaser’s name, against payment of the Purchase Price therefore as indicated above.

SECTION 3: REPRESENTATIONS AND WARRANTIES OF PURCHASER

The undersigned Purchaser hereby represents and warrants to the Company as follows:

…

PROMISSORY NOTE

Dated: March 26, 2026

FOR VALUE RECEIVED, and intending to be legally bound, Margaree Acquisition Corp., a Delaware corporation (the “Maker”), with an address at 55 NE 5th Ave., Suite 401, Boca Raton, Florida 33432, hereby unconditionally and irrevocably promises to pay to the order of Mark Tompkins, an individual (the “Payee”) with an address at Apt. 1, Via Guidino 23, 6900 Lugano, Paradiso, Switzerland, in lawful money of the United States of America, the sum of any and all amounts that the Payee may advance to the Maker or any other third parties on behalf of the Maker as set forth on Schedule A attached hereto, which may be amended from time to time as funds are advanced (the “Principal Amount”) on or before the date (the “Maturity Date”) that the Maker (or a wholly owned subsidiary of the Maker) consummates a business combination with a private company in a reverse merger or reverse takeover transaction or other transaction after which the Maker would cease to be a shell company (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) (“Transaction”). In the event a Transaction is consummated, the proceeds received by the Maker or a subsidiary of the Maker shall first be used to repay the entire outstanding unpaid Principal Amount and then any accrued unpaid interest on this Note.

…

Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 12, 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;

B. Buyer desires to purchase from the Company, and the Company desires to issue and sell to the Buyer, upon the terms and conditions set forth in this Agreement, a promissory note of the Company, in the aggregate principal amount of $290,000.00 (as the principal amount thereof may be increased pursuant to the terms thereof, and together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, in the form attached hereto as Exhibit A, the “Note”), convertible into shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Note; and

…

INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 14, 2026 by and between Iron Dome Acquisition I Corp., a Cayman Islands exempted company (the “Company”), and [David DeWalt] [Eyal Waldman] [Matthew J. Norden] [Paul Hodermarsky] [Tom Y. Livne] (“Indemnitee”).

RECITALS

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, persons who serve the Company and its direct and indirect subsidiaries (collectively, the “Company Group”) to the fullest extent permitted by applicable law and the Charter (as defined below);

WHEREAS, this Agreement is a supplement to and in furtherance of the Amended and Restated Memorandum and Articles of Association (the “Charter”) of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;

WHEREAS, Indemnitee may not be willing to serve as an officer or director, advisor or in another capacity without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that Indemnitee be so indemnified; and

…