Browse EX-10 agreements

EXECUTION VERSION

CREDIT AGREEMENT

dated as of

June 2, 2026 among

MARAVAI INTERMEDIATE HOLDINGS, LLC, as the Borrower,

MARAVAI TOPCO HOLDINGS, LLC, as Holdings,

the Lenders and Issuing Banks party hereto and

BSP Agency, LLC, as Administrative Agent and Collateral Agent

BENEFIT STREET PARTNERS L.L.C.,

ARES CAPITAL MANAGEMENT LLC,

as Lead Arrangers

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TABLE OF CONTENTS

Page

SECTION 1.01    Defined Terms    1

SECTION 1.02    Classification of Loans and Borrowings    83

SECTION 1.03    Terms Generally    83

SECTION 1.04    Accounting Terms; GAAP    84

SECTION 1.05    Effectuation of Transactions    84

SECTION 1.06    Limited Condition Transactions    84

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EMPERY DIGITAL INC.

Amendment No. 2 and Waiver to the At-The-Market Issuance Sales Agreement

June 2, 2026

Aegis Capital Corp.

1345 Avenue of the Americas, 27th Floor

New York, NY 10015

Ladies and Gentlemen:

Reference is made to the At-The-Market Issuance Sales Agreement, dated October 18, 2024, between Empery Digital Inc. (f/k/a Volcon, Inc.), a Delaware corporation (the “Company”), and Aegis Capital Corp. (“Aegis” or the “Sales Agent”), as amended by Amendment No.1 to the At-The-Market Issuance Sales Agreement dated July 17, 2025 (as amended, the “Agreement”), with respect to the issuance and sale from time to time through the Sales Agent of the Company’s common stock, par value $0.00001 per share (“Common Stock”), on the terms set forth in the Agreement.

WHEREAS, notwithstanding Section 13(d) of the Agreement, the parties hereto have at all times continued to operate under the Agreement and have treated the Agreement to be in full force and effect in accordance with its terms other than clause (i) of Section 13(d).

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THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS.

WARRANT to purchase Common Shares

of USA Rare Earth, Inc.

Issuance Date: June 3, 2026

1. Definitions. Unless the context otherwise requires, when used herein the following terms shall have the meanings indicated.

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SECURITIES ISSUANCE AGREEMENT

THIS SECURITIES ISSUANCE AGREEMENT (this “Agreement”), is made as of June 3, 2026, by and between USA Rare Earth, Inc., a Delaware corporation (the “Company”), and the United States Department of Commerce (the “Department”).

WHEREAS, the Department and the Company and others are parties to that certain Direct Funding Agreement, Award ID No. AP-2026-0044, dated June 3, 2026 (the “DFA”), setting forth, among other things, certain terms and conditions pursuant to which the Department agreed to issue to the Company an award (the “Award”) administered pursuant to the CHIPS Act;

WHEREAS, the Department and the Company and others are parties to that certain Loan Guarantee Agreement, dated June 3, 2026 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “LGA”);

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EXECUTION VERSION

Dated as of June 3, 2026

USA RARE EARTH, INC.

as Borrower

OTHER PARTIES HERETO

as Borrower Entities

and

UNITED STATES DEPARTMENT OF COMMERCE

as the Department

Round top, stillwater AND Additional PROJECTS

LOAN GUARANTEE AGREEMENT

LOAN ID NO. AP-2026-0044

table of Contents

		Page
Article 1 DEFINITIONS		2
Article 2 GUARANTEE; FFB ADVANCES		2
Section 2.1.	Guarantee	2
Section 2.2.	Availability and Reductions	3
Section 2.3.	Funding Procedures	4
Section 2.4.	No Liability	4
Section 2.5.	Disbursement of Proceeds; Use of Proceeds; Maximum Principal Amount	5
Section 2.6.	No Interest; No Approval of Work	6
Article 3 PAYMENTS; PREPAYMENTS		7
Section 3.1.	Payments	7
Section 3.2.	Prepayments	8
Section 3.3.	DOC Fees	11
Section 3.4.	Net of Tax	12
Section 3.5.	Payment of Costs and Expenses	13
Article 4 CONDITIONS PRECEDENT TO THE AWARD DATE		13
Section 4.1.	Conditions Precedent to the Award Date	13

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Exhibit 10.1

EXECUTION VERSION

Dated as of June 3, 2026
USA RARE EARTH, INC.   as Recipient   other parties hereto   as Recipient Parties   and   UNITED STATES DEPARTMENT OF COMMERCE   as the Department
round top, stillwater AND ADDITIONAL PROJECTs   DIRECT FUNDING AGREEMENT   AWARD ID NO. AP-2026-0044

table of Contents

		Page
Article 1 Definitions		2
Article 2 Award and Disbursements		2
Section 2.1.	Award Amount	2
Section 2.2.	Disbursement Procedure	3
Section 2.3.	No Interest; No Approval of Work	5
Article 3 Payments		5
Section 3.1.	Place and Manner of Payments to the Department	5
Section 3.2.	Net of Tax	5
Section 3.3.	Payment of Costs and Expenses	6
Article 4 Conditions Precedent to the Award Date		6
Section 4.1.	Financing Documents	6
Section 4.2.	Award Date Certificate	6
Section 4.3.	Financial Model; Sources and Uses Plan; Budget; Schedule	6
Section 4.4.	Financial Statements	7

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NEWAMSTERDAM PHARMA COMPANY N.V.

2026 EMPLOYEE STOCK PURCHASE PLAN

The purpose of the Plan is to provide eligible employees of the Company and each Designated Company with opportunities to purchase Shares. Subject to the provisions of Section 16 and Section 17, the maximum number of Shares that may be issued under the Plan shall be 1,150,000 Shares.

The Company intends this Plan to qualify as an “employee stock purchase plan” under Code Section 423 (including any amendments to or replacements of such Section), and this Plan shall be so construed. Any term not expressly defined in this Plan but defined for purposes of Code Section 423 shall have the same definition herein. However, with regard to offers of options for purchase of Shares under the Plan to employees outside the United States working for the Company or a Subsidiary or an Affiliate of the Company, the Board may offer a sub-plan or an option that is not intended to meet the Code Section 423 requirements and that varies from the terms and conditions of the Plan (provided that any such variations do not cause the Section

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of May 29, 2026 (the “Signing Date”), between Energy Focus, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (the “Purchaser”).

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), the Company desires to issue and sell to the Purchaser, and the 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 the Purchaser agree as follows:

ARTICLE I. DEFINITIONS

1.1    Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1:

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CONVERTIBLE 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 Convertible 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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SHARE PURCHASE AGREEMENT

for the acquisition of

Anira Consulting FZC

a company incorporated in Sharjah, United Arab Emirates

Dated: June 2, 2026

BETWEEN

SADOT GROUP INC.

a corporation incorporated under the laws of the State of Nevada, USA

(the “Buyer”)

AND

Shrvan Kumar Yadav

of Dubai, United Arab Emirates, holding UAE Emirates ID No. 784-1989-1487541-8

(the “Seller”)

RECITALS

WHEREAS, the Seller is the legal and beneficial owner of shares representing one hundred percent (100%) of the issued and outstanding share capital of Anira Consulting FZC, a company incorporated and existing under the laws of Sharjah, United Arab Emirates (the “Target Company”);

WHEREAS, the Buyer desires to purchase from the Seller, and the Seller desires to sell to the Buyer, all of the issued and outstanding shares of the Target Company (the “Sale Shares”), on the terms and conditions set forth herein;

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New Era Energy & Digital, Inc.

Restricted Stock Unit Award Agreement

You have been selected to receive a grant of Restricted Stock Units pursuant to the New Era Helium Corp. 2024 Equity Incentive Plan (the “Plan”) as specified below:

Participant: Darin Rovell

Date of Grant: [__], 2026

Number of Restricted Stock Units Granted: 325,000

Vesting Schedule: The Restricted Stock Units granted shall vest in equal installments on the first business day of each calendar month following the Date of Grant over a period of four (4) years, subject to the Participant’s continued employment with the Company (or any affiliate thereof) through each applicable vesting date, except as otherwise set forth herein.

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Exhibit 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is entered into effective as of June 22, 2026 (the “Effective Date”), between New Era Energy & Digital, Inc., a Nevada corporation (the “Company”), and Darin Rovell (“Executive”).

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:

	1.	Employment. The Company shall employ Executive, and Executive accepts employment with the Company as of the Effective Date, upon the terms and conditions set forth in this Agreement for the period beginning on the Effective Date and ending upon Executive’s termination of employment for any reason (such period of employment, the “Employment Period”).

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