Browse EX-10 agreements

AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

This AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of June 5, 2026 and entered into by and among J & J SNACK FOODS CORP., a New Jersey corporation (“J&J”), the other Borrowers identified on the signature pages hereto (jointly and severally with J&J, the “Borrowers” and each a “Borrower”), the lenders party hereto (the “Lenders”) and CITIZENS BANK, N.A., in its capacity as Administrative Agent (the “Agent”), and is made with reference to that certain Second Amended and Restated Credit Agreement dated as of December 16, 2021 (as amended, restated, supplemented, extended, or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrowers, the lenders party thereto and the Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.

 

RECITALS

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AMENDMENT NO. 2

This AMENDMENT NO. 2 (this “Amendment”) is made as of June 4, 2026, by and among:

AMERICAN EAGLE OUTFITTERS, INC., a Delaware corporation (the “U.S. Borrower”);

AMERICAN EAGLE OUTFITTERS CANADA CORPORATION, an unlimited liability company formed under the laws of Nova Scotia (the “Canadian Borrower” and, together with the U.S. Borrower, the “Borrowers”);

each of the other Loan Parties referred to on the signature pages hereof (collectively, with the Borrowers, the “Loan Parties”);

PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Agent”) for the Secured Parties; and

the Lenders referred to on the signature pages hereof.

WITNESSETH:

A.

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SECURITIES PURCHASE AGREEMENT

 

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 3, 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;

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Amendment to Share Purchase Agreement

 

This Amendment to the Share Purchase Agreement (this “Amendment”), dated as of June 8, 2026 (the “Amendment Date”), is entered into by and between Sadot Group Inc., a Nevada corporation (the “Buyer”), and Shrvan Kumar Yadav (the “Seller”).

 

RECITALS

 

WHEREAS, the Buyer and the Seller entered into that certain Share Purchase Agreement dated June 2, 2026 (the “SPA”), pursuant to which the Buyer agreed to acquire from the Seller all of the issued and outstanding shares of Anira Consulting FZC; and

 

WHEREAS, the parties desire to amend the SPA to provide that the Series B Preferred Stock shall be non-convertible and that the Convertible Promissory Note shall be replaced with a promissory note, on the terms and conditions set forth herein.

 

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

 

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PROMISSORY NOTE

 

$5,000,000

 

Issuance Date: June 2, 2026

 

Maturity Date: June 2, 2028

 

FOR VALUE RECEIVED, Sadot Group Inc., a Nevada corporation (the “Maker”), with its principal office at 295 E. Renfro Street, Suite 300, Burleson, Texas 76028, hereby promises to pay to Shrvan Kumar Yadav or his registered assigns (the “Holder”), the principal sum of Five Million United States Dollars (USD $5,000,000) (the “Principal Amount”) on the Maturity Date (as defined below), or such earlier date as the Principal Amount may become due and payable hereunder, in accordance with the terms of this Promissory Note (this “Note”).

 

This Note is issued pursuant to that certain Share Purchase Agreement dated June 2, 2026 (the “SPA”) between the Maker and the Holder (or his Designated Recipient(s)) and is one of the “Convertible Promissory Note Consideration” referenced therein. Capitalized terms used but not defined herein shall have the meanings given to them in the SPA.

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AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

WHITEHAWK INCOME OPERATING PARTNERSHIP L.P.

Dated as of June 10, 2026

 

 

THE UNITS REPRESENTED BY THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.

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Table of Contents

 

ARTICLE I. DEFINITIONS

  

 

2

 

ARTICLE II. ORGANIZATIONAL MATTERS

  

 

16

 

 

 

Section 2.01

 

Formation of Partnership

  

 

16

 

 

Section 2.02

 

Amended and Restated Limited Partnership Agreement

  

 

16

 

 

Section 2.03

 

Name

  

 

16

 

 

Section 2.04

 

Purpose

  

 

17

 

 

Section 2.05

 

Principal Office; Registered Office

  

 

17

 

 

Section 2.06

 

Term

  

 

17

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EXECUTION COPY

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (this “Agreement”) dated as ofJune 10, 2026,between WhiteHawk Minerals Corp., a Delaware incorporated company (“PubCo”), WhiteHawk Income Operating Partnership L.P., a Delaware limited partnership (“OpCo” and together with PubCo and any subsidiaries or affiliates as may employ Executive from time to time, the “Company”), and Stephen Pilatzke (the “Executive”).

W I T N E S S E T H

WHEREAS, the Company desires to employ the Executive as Chief Accounting Officerof the Company; and

WHEREAS, the Company and the Executive desire to enter into this Agreement as tothe terms of the Executive’s employment with the Company.

NOW, THEREFORE, in consideration of the foregoing, of the mutual promisescontained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. POSITION AND DUTIES.

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EXECUTION COPY

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (this “Agreement”) dated as ofJune 10, 2026,between WhiteHawk Minerals Corp., a Delaware incorporated company (“PubCo”), WhiteHawk Income Operating Partnership L.P., a Delaware limited partnership (“OpCo” and together with PubCo and any subsidiaries or affiliates as may employ Executive from time to time, the “Company”), and Jeffrey Slotterback (the “Executive”).

W I T N E S S E T H

WHEREAS, the Company desires to employ the Executive as Chief Financial Officer,Treasurer and Secretary of the Company; and

WHEREAS, the Company and the Executive desire to enter into this Agreement as tothe terms of the Executive’s employment with the Company.

NOW, THEREFORE, in consideration of the foregoing, of the mutual promisescontained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. POSITION AND DUTIES.

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EXECUTION COPY

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (this “Agreement”) dated as ofJune 10, 2026,between WhiteHawk Minerals Corp., a Delaware incorporated company (“PubCo”), WhiteHawk Income Operating Partnership L.P., a Delaware limited partnership (“OpCo” and together with PubCo and any subsidiaries or affiliates as may employ Executive from time to time, the “Company”), and Daniel Herz (the “Executive”).

W I T N E S S E T H

WHEREAS, the Company desires to continue to employ the Executive as ChiefExecutive Officer of the Company; and

WHEREAS, the Company and the Executive desire to enter into this Agreement as tothe terms of the Executive’s employment with the Company.

NOW, THEREFORE, in consideration of the foregoing, of the mutual promisescontained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. POSITION AND DUTIES.

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Execution Version

 

 

 

FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF JUNE 10, 2026

AMONG

WHITEHAWK MINERALS CORP.

(FORMERLY KNOWN AS WHITEHAWK INCOME CORPORATION)

AS PARENT,

WHITEHAWK INCOME OPERATING PARTNERSHIP L.P.

AS BORROWER,

CAPITAL ONE, NATIONAL ASSOCIATION,

AS ADMINISTRATIVE AGENT AND

ISSUING BANK

AND

THE LENDERS PARTY HERETO

 

 

CAPITAL ONE, NATIONAL ASSOCIATION,

AS JOINT LEAD ARRANGER AND SOLE BOOKRUNNER

U.S. BANK NATIONAL ASSOCIATION,

AS JOINT LEAD ARRANGER

 

 

 

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FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

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REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of June 10, 2026 by and among WhiteHawk Minerals Corp., a Delaware corporation (the “Company”), and the Holders (as defined herein) who are or become parties hereto.

RECITALS

WHEREAS, the Company and the Holders desire to enter into this Agreement, pursuantto which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.

NOW, THEREFORE, in consideration of the representations, covenants andagreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I.

DEFINITIONS

Section 1.01 Definitions. The terms defined in thisArticle Ishall, for all purposes ofthis Agreement, have the respective meanings set forth below:

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CONTRIBUTION AGREEMENT

by and among

WhiteHawk Income Corporation, a Delaware corporation,

WhiteHawk Income Operating Partnership L.P., a Delaware limited partnership,

WhiteHawk Management LLC, a Delaware limited liability company,

and

WhiteHawk Minerals LLC, a Delaware limited liability company,

dated as of

June 9, 2026

 

 

 

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TABLE OF CONTENTS

 

 

  

Page

 

Article I CONTRIBUTION OF THE INTERESTS

  

 

2

 

Section 1.01

 

CONTRIBUTION OF THE INTERESTS

  

 

2

 

Section 1.02

 

SUBSCRIPTION TO WHIC SHARES

  

 

2

 

Section 1.03

 

MISDIRECTED ASSETS, LIABILITIES AND PAYMENTS

  

 

2

 

Article II CONTRIBUTION CONSIDERATION

  

 

2

 

Section 2.01

 

CONTRIBUTION AND SUBSCRIPTION CONSIDERATION

  

 

2

 

Section 2.02

 

EARNOUT CONSIDERATION

  

 

2

 

Section 2.03

 

INTENDED TAX TREATMENT

  

 

6

 

Article III CLOSING

  

 

6

 

Section 3.01

 

CLOSING AND PLACE

  

 

6

 

Section 3.02

 

CONDITIONS PRECEDENT

  

 

6

 

Section 3.03

 

COSTS

  

 

9

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