Browse EX-10 agreements

PLEDGE AND SECURITY AGREEMENT

THIS PLEDGE AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of June 11, 2026, is made and entered into by and among (x) CDT Equity Inc., a Delaware corporation (the “Company”); and (y) each other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto, which shall include all other direct or indirect Subsidiaries of the Company hereafter formed or acquired after the date hereof for so long as this Agreement remains in effect (the “Additional Subsidiaries” and together with the Company hereinafter sometimes referred to individually as a “Debtor” and, collectively, as the “Debtors”), on the one hand, and J.J. Astor & Co., a Utah corporation (the “Lender”) in its capacity as Collateral Agent for the benefit of itself as the Lender and each other Lender (if any), on the other hand (each Lender, together with its respective successors and assigns, a “Secured Party,” and collectively the “Secured Parties”).

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Senior Secured Convertible Note

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD 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 ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY THIS SECURITY.

 

Original Issue Date: June 11, 2026

 

Funding Amount

 

$

1,401,601

 

Final Maturity Date: November 26, 2026

 

Original Principal Amount:

 

$

1,971,000

 

 

CDT EQUITY INC.

SENIOR SECURED CONVERTIBLE NOTE

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 11, 2026 by and between CDT Equity Inc., a Delaware corporation (the “Company”), and J.J. Astor & Co., a Utah corporation (“Lender”).

 

This Agreement is made pursuant to the Loan Agreement, dated as of the date hereof, between the Company and the Lender (the “Loan Agreement”).

 

The Company and the Lender hereby agree as follows:

 

1. Definitions.

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

 

“Allowable Grace Period” shall have the meaning set forth in Section 3.(n).

 

“Commission” means the United States Securities and Exchange Commission.

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LOAN AGREEMENT

This Loan Agreement (this “Agreement”) is dated as of June 11, 2026 (the “Agreement Date”) and is made and entered into between CDT Equity Inc., (formerly Conduit Pharmaceuticals Inc.) a Delaware corporation (the “Company”), and J.J. Astor & Co., a Utah corporation (including its successors and assigns, the “Lender”).

 

WHEREAS, the Company wishes to borrow the sum of up to One Million Four Hundred Sixty Thousand ($1,460,000) Dollars (the “Loan”), and the Company wishes to enter into this Agreement and the Exhibits hereto and issue to the Lender, the One Million Nine Hundred Seventy-One Thousand ($1,971,000) Dollar Original Issue Amount senior secured convertible installment promissory note in the form of Exhibit A hereto reflecting a factor rate of 1.35 times the amount of the Loan (the “Note”); and

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Document

Exhibit 10.1

Execution Version

EIGHTH AMENDMENT TO FOURTH

AMENDED AND RESTATED CREDIT AGREEMENT

This EIGHTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of June 10, 2026 (the “Eighth Amendment Effective Date”), by and among MRC ENERGY COMPANY, a Texas corporation (the “Borrower”), the LENDERS party hereto and PNC BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, “Administrative Agent”). Unless otherwise expressly defined herein, capitalized terms used but not defined in this Amendment have the meanings assigned to such terms in the Credit Agreement (as defined below).

WITNESSETH:

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Exhibit 10.1

INGERSOLL RAND INC.

2026 OMNIBUS INCENTIVE PLAN

1.         Purpose. The purpose of the Ingersoll Rand Inc. 2026 Omnibus Incentive Plan is to provide a means through which the Company and the other members of the Company Group may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors of the Company and the other members of the Company Group can acquire and maintain an equity interest in the Company, or be paid incentive compensation, including incentive compensation measured by reference to the value of Common Stock, thereby strengthening their commitment to the welfare of the Company Group and aligning their interests with those of the Company’s stockholders.

2.         Definitions. The following definitions shall be applicable throughout the Plan.

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Exhibit 10.2

Execution Version

SECURITY AGREEMENT

 

THIS SECURITY AGREEMENT (this “Agreement”) is made and entered into this 15th day of June, 2026, by and among WHITNEY AUTOMOTIVE GROUP, INC., a Delaware corporation (“WAG”), GO FIDO, INC., a Delaware corporation (“Go Fido”), and AUTOMOTIVE SPECIALTY ACCESSORIES AND PARTS, INC., a Delaware corporation (“ASAPI”, and together with WAG and Go Fido, collectively, the “Debtors”, and each a “Debtor”), and FIRST BUSINESS SPECIALTY FINANCE, LLC, a Wisconsin limited liability company (the “Lender”).

 

RECITALS

 

A.        Carparts.com, Inc., a Delaware corporation (“Borrower”), and the Lender have entered into that certain Loan and Security Agreement dated June 15, 2026 (as amended, modified, supplemented or restated from time to time, the “Loan Agreement”).

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Exhibit 10.1

EXECUTION VERSION

 

LOAN AND SECURITY AGREEMENT

 

Dated:  June 15, 2026

 

FIRST BUSINESS SPECIALTY FINANCE, LLC, a Wisconsin limited liability company (the “Lender”), 401 Charmany Drive, Madison, Wisconsin 53719, and CARPARTS.COM, INC., a Delaware corporation (“Debtor”), whose principal place of business is located at 4910 Airport Plaza Drive, Suite 300, Long Beach, California 90815, agree as follows:

 

1.          DEFINITIONS

 

All terms defined in Articles 1 through 9 of the Uniform Commercial Code as enacted in Wisconsin shall have the meanings specified therein unless otherwise defined herein or unless the context requires otherwise.  All accounting terms not specifically defined herein shall be construed in accordance with GAAP.

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a104amendmenttosecondarl

Execution Version AMENDMENT TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CRESTONE ASSET MANAGEMENT, LLC This Amendment to the Second Amended and Restated Limited Liability Company Agreement (this “Amendment”) of Crestone Asset Management, LLC, a Delaware limited liability company (the “Company”), is entered into as of June 10, 2026 (the “Effective Date”), by and among the Company and the Members listed on the signature pages hereto. RECITALS WHEREAS, the Company and the Members are parties to that certain Second Amended and Restated Limited Liability Company Agreement of Contrail Asset Management, LLC (now known as Crestone Asset Management, LLC), dated as of September 1, 2022 (as supplemented, amended and modified and as in effect immediately prior to this Amendment, the “Agreement”); WHEREAS, in connection with certain transactions involving the transfer and redemption of Common Interests pursuant to the Membership Interest Purchase Agreement dated June 10, 2026 among the Company, MRC Common Member LLC, MR CAM US Splitter 2, L.P.,

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a106bsubscriptionagreeme

Execution Version THE CLASS A COMMON UNITS OF CRESTONE AIR PARTNERS, LLC HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), THE SECURITIES LAWS OF ANY STATE OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH UNITS MAY BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME EXCEPT PURSUANT TO EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN AND IN THE OTHER INVESTMENT DOCUMENTS (AS DEFINED HEREIN). CRESTONE AIR PARTNERS, LLC SUBSCRIPTION AGREEMENT This Subscription Agreement (this “Agreement”) is made on, entered into and effective as of June 10, 2026, by and between Crestone Air Partners, LLC, a Delaware limited liability company (the “Company”), and Air T Acquisition 26.1, LLC, a Minnesota limited liability company (the “Subscriber” and, together with the Company, the “Parties”). RECITALS WHEREAS, Subscriber desires to s

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a109acknowledgment_andxa

087847\013\7228574.v1 ACKNOWLEDGMENT AND AGREEMENT Dated: June 15, 2026. The undersigned, Air T, Inc., a Delaware corporation (together with its successors and assigns, the “Guarantor”), has (a) guaranteed the payment and performance of all obligations of its affiliates identified on Schedule A attached hereto (together with their respective successors and assigns, the “Existing Borrowers”), to ALERUS FINANCIAL, NATIONAL ASSOCIATION, a national banking association (together with its successors and assigns, the “Lender”), pursuant to the terms of a Guaranty dated as of August 29, 2024 (the “Guaranty”) executed by the Guarantor in favor of the Lender, which obligations include, without limitation, all “Obligations” of the Borrowers to the Lender pursuant to that certain Credit Agreement dated as of August 29, 2024, as previously amended by that certain Amendment No. 1 Credit Agreement and Other Loan Documents dated as of January 21, 2025, by that certain Amendment No. 2 to Credit Agreement and Consent dated as of February 21, 2025, by that certain Amendmen

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a101limitedliabilitycomp

THE SECURITIES (THE “EQUITY”) REPRESENTED BY THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (THIS “AGREEMENT”) HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF THE VARIOUS STATES (“STATE LAW”). THE EQUITY HAS BEEN ISSUED AND SOLD UNDER AN EXEMPTION FROM THE SECURITIES ACT AND STATE LAW AND MAY NOT, EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED BY THE HOLDERS OF THE EQUITY AT ANY TIME, AND WHICH MAY BE CONDITIONED UPON AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO UNDER THE SECURITIES ACT OR RECEIPT BY THE COMPANY OF EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY, WHICH MAY BE AN OPINION OF COUNSEL THAT SUCH SECURITIES MAY BE TRANSFERRED WITHOUT REGISTRATION OR QUALIFICATION. TRANSFER OF EQUITY IS PROHIBITED EXCEPT UNDER REGISTRATION IN ACCORDANCE WITH THE SECURITIES ACT AND EACH RELEVANT STATE LAW OR UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND EACH RELEVANT STATE LAW. LIMI

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