Browse EX-10 agreements

a105escrowagreement_reda

Private and ConfidentialESCROW AGREEMENT This Escrow Agreement (“Agreement”) is entered into as of June 10, 2026, among Crestone Air Partners, LLC, a Delaware limited liability company (the “Purchaser”), Dirk-Jan Smit, an individual and a resident of the Netherlands as agent and true and lawful attorney in fact of the Seller Indemnitors (the “Securityholders’ Agent”) and Bank of Utah, a Utah corporation, as escrow agent (the “Escrow Agent”). The Purchaser and the Securityholders’ Agent may be individually referred to as a “Party” and collectively as the “Parties”. This Agreement is being entered into in connection with the execution of a Share Purchase Agreement dated as of March 8, 2026 among the Purchaser, Arena Aviation Partners B.V., the Sellers and the Securityholders’ Agent, including that certain Addendum dated as of the date hereof (as amended or supplemented from time to time, the “Sale and Purchase Agreement”). Words used herein with capital letters and not otherwise defined will have the meanings set forth in the Sale and Purchase Agreement. In c

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a102membershipinterestpu

Execution Version MEMBERSHIP INTEREST PURCHASE AGREEMENT This Membership Interest Purchase Agreement (this “Agreement”), dated June 10, 2026, is entered into by and among Crestone Asset Management, LLC (f/k/a Contrail Asset Management, LLC), a Delaware series limited liability company (the “Company”) (solely for purposes of Section 1(b), Section 4 and Section 8(p)), MRC Common Member LLC, a Delaware limited liability company (“MRC Common Member”), MR CAM US Splitter 2, L.P., a Delaware limited partnership (“MR CAM US” and, together with MRC Common Member, the “Sellers” and each a “Seller”), Aviation Growth Initiatives, LLC, a Delaware limited liability company (“AGI”), Air T Acquisition 26.1, LLC, a Minnesota limited liability company (“ATA” and, together with AGI, the “Purchasers” and each a “Purchaser”). Reference is made to that certain Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of September 1, 2022 (the “LLCA”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the L

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a103redemptionagreement_

Execution Version REDEMPTION AGREEMENT This Redemption Agreement (this “Agreement”), dated June 10, 2026, is entered into by and among Crestone Asset Management, LLC, a Delaware series limited liability company (the “Company”), Aviation Growth Initiatives, LLC, a Delaware limited liability company (“AGI”), Air T Acquisition 26.1, LLC, a Minnesota limited liability company, (“ATA”) and Air T, Inc., a Delaware corporation (“Air T” and, together with AGI and ATA, the “Redeemed Members”). Reference is made to that certain Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of September 1, 2022 (the “LLCA”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the LLCA. WHEREAS, immediately prior to giving effect to the transactions contemplated by this Agreement, AGI and ATA entered into a Membership Interest Purchase Agreement, dated as of the date hereof, with the Company and the MRC Common Members (the “Purchase Agreement”) pursuant to which AGI and ATA each purchased certain Common

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a106csubscriptionagreeme

Execution Version THE CLASS B PREFERRED 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”), IF GPT Holdco PVT LLC, a Delaware limited liability company, and BOAC GPT Holdco PVT LLC, a Delaware limited liability company (each, a “Subscriber” and, together with the Com

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a108overline_note-722857

7228572.v1 OVERLINE NOTE U.S. $2,800,000.00 Dated as of June 15, 2026 FOR VALUE RECEIVED, on the Overline Termination Date (as defined in the Credit Agreement hereinafter defined) the undersigned, AIR’ZONA AIRCRAFT SERVICES, INC., an Arizona corporation, CSA AIR, INC., a North Carolina corporation, GLOBAL GROUND SUPPORT, LLC, a North Carolina limited liability company, JET YARD, LLC, an Arizona limited liability company, JET YARD SOLUTIONS, LLC, an Arizona limited liability company, MOUNTAIN AIR CARGO, INC., a North Carolina corporation, ROYAL AIRCRAFT SERVICES, LLC, a Maryland limited liability company, WORLDWIDE AIRCRAFT SERVICES, INC., a Kansas corporation, and WORTHINGTON AVIATION, LLC, a North Carolina limited liability company, such entities being sometimes collectively referred to herein as the “Borrowers” and individually as a “Borrower”), jointly and severally promise to pay to the order of ALERUS FINANCIAL, NATIONAL ASSOCIATION, a national banking association (the “Lender”), the principal sum of TWO MILLION EIGHT HUNDRED THOUSAND AND NO/100THS DO

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a106asubscriptionagreeme

110046681.v1 Execution Version THE CLASS B PREFERRED 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, Inc., a Delaware corporation (the “Subscriber” and, together with the Company, the “Parties”). RECITALS WHEREAS, Subscriber desires to subscribe for th

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a107amendment_nox6xtoxcr

7226056.v2 AMENDMENT NO. 6 TO CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS This Amendment No. 6 to Credit Agreement dated to be effective as of June 15, 2026 (the “Amendment”), is entered into by and among Air’Zona Aircraft Services, Inc., an Arizona corporation, CSA Air, Inc., a North Carolina corporation, Global Ground Support, LLC, a North Carolina limited liability company, Jet Yard, LLC, an Arizona limited liability company, Jet Yard Solutions, LLC, an Arizona limited liability company, Mountain Air Cargo, Inc., a North Carolina corporation, Worldwide Aircraft Services, Inc., a Kansas corporation, Royal Aircraft Services, LLC, a Maryland limited liability company, and Worthington Aviation, LLC, a North Carolina limited liability company (such entities being sometimes collectively referred to herein as the “Borrowers” and individually as a “Borrower”), Air T, Inc., a Delaware corporation (“Air T”), in its separate capacities as “Loan Party Agent” and “Guarantor” (as defined in the Original Agreement, hereinafter defined), and Alerus Financial, National As

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EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made between Candel Therapeutics, Inc., a Delaware corporation (the “Company”), and Charles Schoch. (the “Executive”) and is made effective as of June 12, 2026 (the “Effective Date”).

WHEREAS, the Company desires to employ the Executive and the Executive desires to be employed by the Company on the new terms and conditions contained herein: and

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follow:

Employment.

(a)

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AMENDMENT NO. 1

TO THE

HUBSPOT, INC.

2024 STOCK OPTION AND INCENTIVE PLAN

 

WHEREAS, HubSpot, Inc. (the “Company”) maintains the HubSpot, Inc. 2024 Stock Option and Incentive Plan (the “Plan”), which was previously adopted by the Board of Directors of the Company (the “Board”) and approved by the Company’s stockholders;

 

WHEREAS, the Board believes that the number of shares of Stock (as defined in the Plan) remaining available for issuance under the Plan has become insufficient for the Company’s anticipated future needs under the Plan;

 

WHEREAS, the Board has determined that it is advisable and in the best interest of the Company and its stockholders to amend the Plan to increase the aggregate number of shares of Stock reserved for issuance thereunder by 2,300,000 shares; and

 

WHEREAS, Section 16 of the Plan provides that the Board may amend the Plan at any time, subject to certain conditions set forth therein.

 

NOW, THEREFORE:

 

1. Section 3(a) of the Plan is hereby deleted in its entirety and replaced with the following:

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Document

Exhibit 10.1

Execution Version

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

dated as of

June 12, 2026

among

as Borrower,

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

with

JPMORGAN CHASE BANK, N.A.,

BANK OF AMERICA, N.A., TRUIST SECURITIES, INC.

and

WELLS FARGO BANK, N.A.,

as Joint Bookrunners

and

BANK OF AMERICA, N.A., TRUIST BANK

and

WELLS FARGO BANK, N.A.,

as Co-Syndication Agents

and

REGIONS BANK and PNC BANK, as Co-Documentation Agents

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TABLE OF CONTENTS

Page

ARTICLE I Definitions

1

SECTION 1.01. Defined Terms

1

SECTION 1.02. Classification of Loans and Borrowings

35

SECTION 1.03. Terms Generally

36

SECTION 1.04. Accounting Terms; GAAP; Pro Forma Calculations

36

SECTION 1.05. Status of Obligations

37

SECTION 1.06. Exchange Rates

37

SECTION 1.07. Interest Rates; Benchmark Notification

38

SECTION 1.08. Divisions

38

SECTION 1.09. Letter of Credit Amounts

38

ARTICLE II The Credits

38

SECTION 2.01. Commitments

38

SECTION 2.02. Loans and Borrowings

39

SECTION 2.03. Requests for Revolving Borrowings

39

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Exhibit 10.1

 

NORWEGIAN CRUISE LINE HOLDINGS LTD. AMENDED AND RESTATED 2013 PERFORMANCE INCENTIVE PLAN

 

(Effective February 9, 2026)

 

1.

PURPOSE OF PLAN

 

The purpose of this Norwegian Cruise Line Holdings Ltd. Amended and Restated 2013 Performance Incentive Plan (this “Plan”) of Norwegian Cruise Line Holdings Ltd., a company organized under the laws of Bermuda (the “Company”), is to promote the success of the Company and to increase shareholder value by providing an additional means through the grant of awards to attract, motivate, retain and reward selected employees and other eligible persons.

 

2.

ELIGIBILITY

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 9, 2026, by and between Netcapital Inc., a Utah corporation, with headquarters located at 1 Lincoln Street, Boston, MA 02111 (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 1040 First Avenue, Suite 190, New York, NY 10022 (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;

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