Browse EX-10 agreements

INDEMNIFICATION AGREEMENT

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This Indemnification Agreement (this “Agreement”) is entered into as of [DATE] by and between Fitness Fanatics Limited, a Cayman Islands company (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.

RECITALS

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The Board of Directors of the Company (the “Board of Directors”) has determined that the inability to attract and retain highly competent persons to serve the Company is detrimental to the best interests of the Company and its shareholders and that it is reasonable and necessary for the Company to provide adequate protection to such persons against risks of claims and actions against them arising out of their services to the corporation.

AGREEMENT

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In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

A. DEFINITIONS

The following terms shall have the meanings defined below:

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SIDE LETTER — D&O INSURANCE CONDITION

FDCTech, Inc. / Dena Lauren Decker

This Side Letter is entered into as of the Execution Date by and between FDCTECH, INC., a Delaware corporation (the “Company”), and Dena Lauren Decker (the “Director”), and supplements that certain Board of Directors Agreement of even date between them (the “Agreement”). Capitalized terms used and not defined herein have the meanings given in the Agreement.

WHEREAS, Section VII(c) of the Agreement requires the Company to obtain and maintain D&O Insurance satisfying the requirements of that Section prior to or contemporaneously with the Execution Date, and Section V-A(b)(iv) contains a representation that the D&O Insurance policies, binders, applications, endorsements and exclusions have been furnished to the Director; and

WHEREAS, such policies have not been furnished to the Director as of the Execution Date, and the parties wish to record the basis on which the Director is nonetheless willing to execute the Agreement;

NOW THEREFORE, the parties agree as follows:

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SIDE LETTER — D&O INSURANCE CONDITION

FDCTech, Inc. / Jeff M. Pies

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This Side Letter is entered into as of the Execution Date by and between FDCTECH, INC., a Delaware corporation (the “Company”), and Jeff M. Pies (the “Director”), and supplements that certain Board of Directors Agreement of even date between them (the “Agreement”). Capitalized terms used and not defined herein have the meanings given in the Agreement.

WHEREAS, Section VII(c) of the Agreement requires the Company to obtain and maintain D&O Insurance satisfying the requirements of that Section prior to or contemporaneously with the Execution Date, and Section V-A(b)(iv) contains a representation that the D&O Insurance policies, binders, applications, endorsements and exclusions have been furnished to the Director; and

WHEREAS, such policies have not been furnished to the Director as of the Execution Date, and the parties wish to record the basis on which the Director is nonetheless willing to execute the Agreement;

NOW THEREFORE, the parties agree as follows:

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FDCTECH, INC. BOARD OF DIRECTORS AGREEMENT

This BOARD OF DIRECTORS AGREEMENT (“Agreement”) is entered into by and between FDCTECH, INC., a Delaware corporation (the “Company”), and Dena Lauren Decker (the “Director”), and provides for director services according to the following terms and conditions. This Agreement is dated as of the date set forth on the signature page hereto (the “Execution Date”).

I. Effective Date; Conditions Precedent.

a. Effective Date.

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FDCTECH, INC. BOARD OF DIRECTORS AGREEMENT

This BOARD OF DIRECTORS AGREEMENT (“Agreement”) is entered into by and between FDCTECH, INC., a Delaware corporation (the “Company”), and Jeff M. Pies (the “Director”), and provides for director services according to the following terms and conditions. This Agreement is dated as of the date set forth on the signature page hereto (the “Execution Date”).

I. Effective Date; Conditions Precedent.

a. Effective Date.

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Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

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This Securities Purchase Agreement (this “Agreement”) is dated as of September 21, 2026 between Brand Engagement Network Inc., a Delaware corporation (the “Company”), and BEN Capital Fund I, LLC, a Wyoming Limited Liability Company and Joseph Bevash, individually a resident of Wyoming (including their successors and assigns, a “Purchaser”) identified on the signature page hereto.

WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company desires to issue and sell to Purchaser and Purchaser desires to purchase from the Company securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and Purchaser agree as follows:

ARTICLE I.

DEFINITIONS

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iPOWER INC.

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THIRD AMENDED AND RESTATED 2020 EQUITY INCENTIVE PLAN

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1. Purposes of the Plan. The purposes of this Plan are:

· to attract and retain the best available personnel for positions of substantial responsibility,

· to provide incentives to individuals who perform services for the Company, and

· to promote the success of the Company’s business.

The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares and other stock or cash awards as the Administrator may determine.

The Plan amends and restates in its entirety the Company’s Amended and Restated 2020 Equity Incentive Plan.

2. Definitions. As used herein, the following definitions will apply:

(a) “Administrator” means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 hereof.

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***Execution Version ***

*FIRST AMENDMENT *

FIRST AMENDMENT (this “First Amendment”), dated as of September 21, 2026, among COLUMBUS MCKINNON CORPORATION, a New York corporation (the “Parent Borrower”), COLUMBUS MCKINNON EMEA GMBH, a company organized under the laws of Germany (the “German Borrower” and, together with the Parent Borrower any other Designated Borrower, the “Borrowers” and each individually, a “Borrower”), each of the Guarantors party hereto, the several banks and financial institutions party hereto, the Administrative Agent (as defined in Exhibit B) and the Collateral Agent.

W I T N E S S E T H:

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STOCKHOLDER AGREEMENT

This Stockholder Agreement (including any exhibits hereto, this “Agreement”), effective as of September 21, 2026 (the “Effective Date”), is entered into by and between Group 1 Automotive, Inc., a Delaware corporation (the “Company”), on the one hand, and Conifer Management, L.L.C. (“Conifer Management,” and collectively with Conifer Capital Management LLC, Acacia Partners LP, Acacia Conservation Fund LP and each of their controlled Affiliates, “Conifer”), on the other hand. The Company and Conifer Management are together referred to herein as the “Parties,” and each of the Company and Conifer Management, respectively, a “Party.” Unless otherwise defined herein, capitalized terms shall have the meanings given to them in Section 14hereof.

WHEREAS, as of the Effective Date, Conifer beneficially owns an aggregate of 1,512,290 shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”);

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INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of September __, 2026 between Cypherpunk Technologies Inc., a Delaware corporation (the “Company”), and the person whose name appears on the signature page hereto (“Indemnitee”).

WITNESSETH THAT:

WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

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ACCELEVATION HOLDINGS CORP.

OMNIBUS INCENTIVE PLAN

RESTRICTED STOCK UNIT GRANT NOTICE

Pursuant to the terms and conditions of the Accelevation Holdings Corp. Omnibus

Incentive Plan, as amended from time to time (the “Plan”), Accelevation Holdings Corp., a

Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or

the “Participant”) the number of Restricted Stock Units (the “RSUs”) set forth below.  This

award of RSUs (this “Award”) is subject to the terms and conditions set forth herein and in the

Restricted Stock Unit Agreement attached hereto as Exhibit A(the “Agreement”) and the Plan,

each of which is incorporated herein by reference.  Capitalized terms used but not defined herein

shall have the meanings set forth in the Plan.

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FORM OF EXCHANGE AGREEMENT

This EXCHANGE AGREEMENT (as it may be amended from time to time in accordance with

the terms hereof, this “Agreement”), dated as of              , 2026 and effective as of immediately prior to

the consummation of the IPO (the “Effective Time”), is made by and among Accelevation Holdings

Corp., a Delaware corporation (“Pubco”), Instor Blocker, Inc. (“Blocker”), Accelevation Holdings LLC, a

Delaware limited liability company (the “Company”), and Accelevation Investment Holdings LLC, a

Delaware limited liability company (the “Member”).

WHEREAS, in connection with the initial public offering (the “IPO”) of shares of Class A

common stock, par value $0.0001 per share, of Pubco (“Class A Common Stock”), Pubco intends to

consummate the transactions described in the Registration Statement on Form S-1, as amended

(Registration No. 333-298715), initially filed by Pubco with the U.S. Securities and Exchange

Commission on September 2, 2026;

WHEREAS, immediately following the IPO, the Member owns the number of Series B Units of

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