Browse EX-10 agreements

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 26, 2026, is made and entered into by and among Rainier Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Ravenna 7 LLC, a Delaware limited liability company (the “Sponsor”), and each of the undersigned parties listed on the signature page (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, a “Holder” and collectively, the “Holders”).

RECITALS

WHEREAS, the Sponsor and directors of the Company (the “Initial Holders”) currently own an aggregate of 2,156,250 shares of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”);

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August 26, 2026

Rainier Acquisition Corporation

1 Penn Plaza, 48th Floor

New York, NY 10119

Re: Initial Public Offering

Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Rainier Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and Chardan Capital Markets LLC, as representative (the “Representative”) of the underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 7,500,000 units of the Company (plus an additional 1,125,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units pursuant to the terms of the Underwriting Agreement), each such unit comprised of one Class A ordinary shares, par value $0.0001 per share (“Ordinary Shares”) and one-quarter of a redeemable warrant to purchase one Ordinary Share as provided for by the warrant agreement (the “***Warran

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PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of August 26, 2026, is entered into by and between Rainier Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Ravenna 7 LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of the Company’s units (the “Public Units”), each such Public Unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share and one-quarter of one redeemable warrant to purchase one Class A ordinary share to be governed by the Warrant Agreement to be entered into with Continental Stock Transfer & Trust Company in connection with the consummation of the Public Offering (the “Warrant Agreement”), as set forth in the Company’s Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission (the

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Date: _____________

Name:

Re: Retention Bonus

Dear [_______]:

DOOR Systems, Inc. (the “Company”) is pleased to offer you a special retention bonus in the amount of [$_______] (the “Bonus Amount”), to be paid to you provided you remain employed by the Company through December 31, 2027 (the “Vesting Date”).

This special bonus is in addition to all other compensation and benefits to which you are otherwise entitled and will not be treated as salary or “compensation” or taken into account for purposes of determining any other compensation or benefits that may be provided to you. As a condition to receiving the Bonus Amount, and subject to the paragraph below, you must remain employed in good standing with the Company or one of its affiliates through the Vesting Date. The Bonus Amount will be paid to you within forty-five (45) days following the Vesting Date, subject to applicable taxes and withholding.

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***Execution Version ***

**SIXTH AMENDMENT TO CREDIT AGREEMENT **

This SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of August 26, 2026 by and among KARMAN HOLDINGS INC., a Delaware corporation (“Borrower”), the other Loan Parties party hereto, the Sixth Amendment Incremental Term Lenders (as defined below) and CITIBANK, N.A., as Administrative Agent and Collateral Agent (in such capacities, the “Administrative Agent”).

W I T N E S S E T H:

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***Execution Version ***

Published CUSIP Numbers:

Deal: 17038NAR0

Term Loan: 17038NAS8

SENIOR UNSECURED CREDIT AGREEMENT

dated as of August 28, 2026

among

CHOICE HOTELS INTERNATIONAL, INC.,

as Borrower,

THE LENDERS NAMED HEREIN,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent,

with

WELLS FARGO SECURITIES, LLC,

BOFA SECURITIES, INC.,

TRUIST SECURITIES, INC.,

and

PNC CAPITAL MARKETS LLC,

as Joint Lead Arrangers

and

WELLS FARGO SECURITIES, LLC,

as Sole Bookrunner

and

BANK OF AMERICA, N.A.,

TRUIST BANK,

and

PNC BANK, NATIONAL ASSOCIATION,

as Co-Syndication Agents

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TABLE OF CONTENTS

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AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

This Amendment No. 2 to Employment Agreement (this “Amendment”) is entered into on August 27, 2026 between Hycroft Mining Holding Corporation (“Employer”) and Rebecca A. Jennings (“Employee”).

WHEREAS, Employer and Employee previously entered into an Employment Agreement, dated May 29, 2024, and an Amendment No. 1 to Employment Agreement, dated March 3, 2025 (collectively, the “Employment Agreement”); and

WHEREAS, the Company and Executive desire to amend the Employment Agreement to reflect the certain changes related to Employee’s promotion.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows, in each case effective as of August 27, 2026:

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Amendment No. 1 to Amended And Restated Employment Agreement

This Amendment No. 1 to Amended and Restated Employment Agreement (this “Amendment”) is entered into as of August 25, 2026, by and between BRC Group Holdings, Inc., f/k/a B. Riley Financial, Inc. (the “Company”) and Bryant R. Riley (the “Executive”). The above parties are referred to collectively herein as the “Parties,” and individually as a “Party.”

RECITALS

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WHEREAS, the Parties have entered into an Amended and Restated Employment Agreement dated as of November 8, 2025, a copy of which is publicly filed (the “Existing Agreement”); and

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WHEREAS, the Company and the Executive desire to amend the Existing Agreement to revise certain terms relating to the amount of severance due to Executive upon termination of the Executive under certain circumstances.

AGREEMENT

** **

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August 25, 2026

GEOVAX LABS, INC.

Holder of Common Stock Purchase Warrants

Re: Inducement Offer to Exercise Common Stock Purchase Warrants

Dear Holder:

GeoVax Labs, Inc., a Delaware corporation (the “Company”), is pleased to offer to you (the “Holder”) the opportunity to exercise all of the Common Stock Purchase Warrants issued to you on February 17, 2026 (with a current exercise price of $2.31 per share) (the “February I 2026 Warrants”), February 17, 2026 (with a current exercise price of $2.31 per share) (the “February II 2026 Warrants”), March 31, 2026 (with a current exercise price of $1.36 per share) (the “March 2026 Warrants”), May 8, 2026 (with a current exercise price of $1.65 per share) (the “May 2026 Warrants”), May 19, 2026 (with a current exercise price of $1.48 per share) (the “May 19 I 2026 Warrants”), and May 19, 2026 (with a current exercise price of $1.48 per share) (the “May 19 II 2026 Warrants” and, collectively with the February I 2026 Warrants, February II 2026 Warrants, March 2026 Warrants, May 2026 Warrants, May 19 I 2026 Warrants and

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CONSULTING SERVICES AGREEMENT Between Darren Yeates of 62 Gilgandra Street, Indooroopilly in the State of Queensland (Executive) And Peabody Energy Australia Coal Pty Ltd (ABN 61 001 401 663) of Level 14/31 Duncan St, Fortitude Valley in the State of Queensland (Company) And Peabody Energy Corporation, a Delaware corporation (Peabody) 1. Consulting Period. Effective from 1 February 2027 ("Consulting Start Date") and ending on 31 January 2028 ("Consulting End Date"), unless terminated earlier as provided herein or extended by mutual agreement in writing (such period, the "Consulting Period"), Executive shall provide general consulting services under this agreement. 2. Services. Executive will provide services as a 'Consultant' to the Company and Peabody at the request of either party. The Executive's services will be at the direction of and reporting to the then-current Chief Executive Officer, President, and/or Chief Operating Officer of Peabody. 3. Time Commitment. Executive must provide consulting services to the Company and/or Peabody under this Agreement for up to a total of 40 h

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Execution Version

AMENDMENT NO. 14 to RECEIVABLES PURCHASE AGREEMENT and
AMENDMENT NO. 2 TO PERFORMANCE UNDERTAKING

= = =

THIS AMENDMENT NO. 14 TO RECEIVABLES PURCHASE AGREEMENT and
AMENDMENT NO. 2 TOPERFORMANCE UNDERTAKING(this “Amendment”), dated as of August 25, 2026 (the “Effective Date”), is entered into by and among:

(1) SUPERIOR COMMERCE LLC, a Delaware limited liability company (the “Seller”),

(2) SCP DISTRIBUTORS LLC, a Delaware limited liability company, as the “Servicer”),

(3) POOL CORPORATION, a Delaware corporation, as the “Performance Guarantor”,

(4) PNC BANK, NATIONAL ASSOCIATION (“PNC”or a “Purchaser”),

(5) REGIONS BANK (“Regions”or a “Purchaser”),

(6) WELLS FARGO BANK, NATIONAL ASSOCIATION, individually (“Wells” or a “Purchaser”, and together with Regions and PNC, the “Purchasers”); and

(7) WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Purchasers (in such capacity, the “Administrative Agent”).

PRELIMINARY STATEMENT

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Execution Version AMERICAS 134437851 HERTZ VEHICLE FINANCING III LLC, as Issuer, THE HERTZ CORPORATION, as Administrator, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and Securities Intermediary ____________ SERIES 2026-4 SUPPLEMENT dated as of August 27, 2026 to BASE INDENTURE dated as of June 29, 2021 ____________ $327,000,000 Series 2026-4 5.87% Rental Car Asset Backed Notes, Class A $48,000,000 Series 2026-4 6.50% Rental Car Asset Backed Notes, Class B $62,000,000 Series 2026-4 7.38% Rental Car Asset Backed Notes, Class C $40,000,000 Series 2026-4 10.70% Rental Car Asset Backed Notes, Class D $23,000,000 Series 2026-4 11.35% Rental Car Asset Backed Notes, Class E

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