Browse EX-10 agreements

SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 7, 2026, between SUNation Energy, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

 

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below), and Rule 506 promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, 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 each Purchaser agree as follows:

ARTICLE I. DEFINITIONS

…

REGISTRATION RIGHTS AGREEMENT

 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 7, 2026, between SUNation Energy, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

 

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

 

The Company and each Purchaser hereby agrees as follows:

 

1.  Definitions.

 

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

 

“Advice” shall have the meaning set forth in Section 6(c).

…

SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 7, 2026, between Volato Group, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

 

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below), and/or Rule 506 of Regulation D promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, 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 each Purchaser agree as follows:

 

ARTICLE I. DEFINITIONS

…

EXHIBIT A

 

REGISTRATION RIGHTS AGREEMENT

 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 7, 2026, by and between Volato Group, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

 

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

 

The Company and each Purchaser hereby agree as follows:

 

 

Definitions.

 

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

 

“Advice” shall have the meaning set forth in Section 6(c).

 

“Effectiveness Deadline” shall have the meaning set forth in Section 2(a).

 

“Effectiveness Period” shall have the meaning set forth in Section 2(a).

…

FORM OF REGISTRATION RIGHTS AGREEMENT

 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 7, 2026, by and between Volato Group, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

 

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

 

The Company and each Purchaser hereby agree as follows:

 

 

Definitions.

 

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

 

“Advice” shall have the meaning set forth in Section 6(c).

 

“Effectiveness Deadline” shall have the meaning set forth in Section 2(a).

 

“Effectiveness Period” shall have the meaning set forth in Section 2(a).

…

FORM OF SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of June 7, 2026, between Volato Group, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

 

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below), and/or Rule 506 of Regulation D promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, 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 each Purchaser agree as follows:

 

ARTICLE I.

DEFINITIONS

…

Document

EXHIBIT 10.1

Commercial Paper Dealer Agreement

4(a)(2) Program

            Between:

Ares Capital Corporation, as Issuer and

[ ò ], as Dealer

Concerning Notes to be issued pursuant to an Issuing and Paying Agency Agreement dated as of [ ò ] between the Issuer and [ ò ], as Issuing and Paying Agent

Dated as of

[ ò ]

---

Commercial Paper Dealer Agreement

4(a)(2) Program;

This commercial paper dealer agreement (this “Agreement”) sets forth the understandings between the Issuer and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes (the “Notes”) through the Dealer.

WHEREAS, certain terms used in this Agreement are defined in Section 6 hereof.

WHEREAS, the Addendum to this Agreement, and any Annexes or Exhibits described in this Agreement or such Addendum, are hereby incorporated into this Agreement and made fully a part hereof.

…

Execution Version

AMENDMENT NO. 1

THIS AMENDMENT NO. 1, dated as of June 5, 2026 (this “Amendment”) is among MSD INVESTMENT CORP. (the “Borrower”), JPMorgan chase bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the Lenders party hereto.

W I T N E S S E T H:

WHEREAS, reference is made to that certain Senior Secured Credit Agreement, dated as of December 20, 2024 ( the “Existing Credit Agreement” and, as amended by this Amendment and as further amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders party thereto and the Administrative Agent; and

WHEREAS, the parties hereto have agreed to make certain amendments to the Existing Credit Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, and other good and valuable consideration, the receipt and adequacy of which are acknowledged, each party hereto agrees as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1.

…

Document

Exhibit 10.2

Strive, Inc. Shares of Variable Rate Series A Perpetual Preferred Stock

(par value $0.001 per share)

Amended and Restated Controlled Equity OfferingSM

Sales Agreement

June 5, 2026

Cantor Fitzgerald & Co. 110 East 59th Street New York, New York 10022

Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019

Clear Street LLC 4 World Trade Center, Floor 46 New York, New York 10007

The Benchmark Company, LLC 150 E. 58th Street, 17th Floor New York, New York 10155

StoneX Financial Inc. 230 Park Ave, 10th Floor New York, New York 10169

B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, New York 10171

Maxim Group LLC 300 Park Avenue, 16th Floor New York, New York 10022

H.C. Wainwright & Co., LLC 430 Park Avenue, 3rd Floor New York, New York 10022

Ladies and Gentlemen:

Strive, Inc., a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (“Cantor”), Barclays Capital Inc. (“Barclays”) Clear Street LLC (“Clear Street”), The Benchmark Company, LLC (“Benchmark”), StoneX

---

…

Document

Exhibit 10.1

Strive, Inc. Shares of Class A Common Stock

(par value $0.001 per share)

Amended and Restated Controlled Equity OfferingSM

Sales Agreement

June 5, 2026

Cantor Fitzgerald & Co.

110 East 59th Street

New York, New York 10022

Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019

Clear Street LLC 4 World Trade Center, Floor 46 New York, New York 10007

The Benchmark Company, LLC 150 E. 58th Street, 17th Floor New York, New York 10155

StoneX Financial Inc. 230 Park Ave, 10th Floor New York, New York 10169

B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, New York 10171

Maxim Group LLC 300 Park Avenue, 16th Floor New York, New York 10022

H.C. Wainwright & Co., LLC 430 Park Avenue, 3rd Floor New York, New York 10022

Ladies and Gentlemen:

Strive, Inc., a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (“Cantor”), Barclays Capital Inc. (“Barclays”) Clear Street LLC (“Clear Street”), The Benchmark Company, LLC (“Benchmark”), StoneX

---

…

[AMERICA’S CAR-MART LETTERHEAD]

[DATE]

[NAME]

Via E-mail

RETENTION AWARD AGREEMENT

Dear [NAME]:

This letter agreement (this “Agreement”) between America’s Car-Mart, Inc., a Texas corporation (the “Parent”), AMERICA’S CAR MART, INC., an Arkansas corporation (the “Company”, and the Parent and the Company and their subsidiaries and affiliates together referred to as the “Company Group”) and [NAME] (“you” and together with the Parent and the Company, the “Parties”) sets forth the terms of your retention award. As you know, we consider your continued service and dedication to the Company, and your leadership as the Company’s [TITLE], important to the success of our business and the Company’s long-term future. To incentivize you to remain employed with the Company, we are pleased to offer you a retention award, as described in this Agreement.

	1.	Retention Award.

…

AMERICA'S CAR-MART, INC. 2024 EQUITY INCENTIVE PLAN

(Employee Option Agreement)

THIS OPTION AGREEMENT (the “Option Agreement”) is made effective as of June 3, 2026 (the “Grant Date”) between AMERICA'S CAR-MART, INC., a Texas corporation (the “Company”), and 1.1, an employee of the Company (the “Optionee”).

In furtherance of the purposes of the America's Car-Mart, Inc. 2024 Equity Incentive Plan, as it may be hereafter amended (the “Plan”), the Company and the Optionee hereby agree as follows:

1. Incorporation of the Plan. The rights and duties of the Company and the Optionee under this Option Agreement shall in all respects be subject to and governed by the provisions of the Plan, the terms of which are incorporated herein by reference. Any term not defined in this Option Agreement shall have the meaning set forth in the Plan.

…