Browse EX-10 agreements

[FORM OF SENIOR SECURED CONVERTIBLE NOTE]

**NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 3(c)(iii) AND 20(a) HEREOF. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NO

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SECOND AMENDMENT AND LENDER JOINDER TO THE CREDIT AGREEMENT

This SECOND AMENDMENT AND LENDER JOINDER TO THE CREDIT AGREEMENT, dated as of May 27, 2026 (this “Amendment”), is entered into by and among BXPE US AGGREGATOR (CYM) L.P., a Cayman Islands exempted limited partnership (the “Initial Primary Borrower”), acting through its general partner, Blackstone Private Equity Strategies Associates L.P., a Delaware limited partnership, the other Borrowers listed on the signature pages hereto (together with the Initial Primary Borrower, the “Borrowers”), WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as the Administrative Agent and a Lender under the Credit Agreement (as defined below), and each of the other financial institutions party hereto as Lenders. Capitalized terms used but not defined herein have the meanings set forth in the Credit Agreement.

RECITALS:

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SHAREHOLDER VOTING, SUPPORT AND LOCK-UP AGREEMENT, dated as of May 25, 2026 (this “Agreement”), among Axiom Intelligence Acquisition Corp 1, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”), Terra Quantum AG, a public limited company organized under the Laws of Switzerland (the “Company”) and the persons listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”).

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SPONSOR SUPPORT AGREEMENT, dated as of May 25, 2026 (this “Agreement”), among Terra Quantum AG, a public limited company organized under the Laws of Switzerland (the “Company”), Axiom Intelligence Acquisition Corp 1, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”), and Axiom Intelligence Holdings 1, LLC, a Delaware limited liability company (“Sponsor”).

WHEREAS, the Company, SPAC and Markus Pflitsch, an individual, solely in his capacity as representative for the Company Shareholders, the Swiss HoldCo Shareholders and the Management Shareholders (the “Shareholder Representative”), are concurrently herewith entering into a Business Combination Agreement (as the same may be amended, restated or supplemented, the “Business Combination Agreement”; capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Business Combination Agreement) providing for the merger of SPAC with and into Merger Sub with Merger Sub surviving as a wholly owned subsidiary of PubCo (the “Initial

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Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May ____, 2026 (the “Effective Date”), is by and between XCF Global, Inc., a Delaware corporation (the “Company”), and [__] (“Buyer”).

RECITALS

A. Buyer wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, 13,333,340 shares of Common Stock of the Company (the “Shares”), for an aggregate equity investment equal to $2,000,001.

B. The Company and 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 “Securities Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act.

AGREEMENT

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EXECUTION VERSION

STOCK PURCHASE AGREEMENT

BY AND AMONG

BORA HOLDINGS GROUP, L.P.

BORA, INC.

and

COSTAR REALTY INFORMATION, INC.

DATED AS OF MAY 28, 2026

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TABLE OF CONTENTS

				Page
ARTICLE 1 CERTAIN DEFINITIONS					1
Section 1.1		Certain Definitions			1
Section 1.2		Defined Terms			13
ARTICLE 2 PURCHASE AND SALE					15
Section 2.1		Purchase and Sale			15
Section 2.2		Closing of the Transactions			15
Section 2.3		Purchase Price			15
Section 2.4		Tax Withholding			19
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY					19
Section 3.1		Organization and Qualification			19

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Exhibit 10.3

FORM OF EQUITYHOLDER RESTRICTIVE COVENANT AGREEMENT

THIS EQUITYHOLDER RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is made as of May 22, 2026, by and between Advanced Fuel Transportation Inc., a Nevada corporation (the “Buyer”) and [●](the “Equityholder”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).

RECITALS

WHEREAS, the Equityholder is a [member of Onium Capital, LLC, a Georgia limited liability company (“Onium”), which is a] member of Secured Transportation Services LLC, a Delaware limited liability company (the “Company”);

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Exhibit 10.2

Execution Version

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 22, 2026, is made and entered into by and among NANO Nuclear Energy Inc., a Nevada corporation (the “Company”), and the undersigned parties listed on the signature page hereto (each a “Signing Holder” and collectively the “Signing Holders”).

RECITALS

WHEREAS, on the date hereof, upon the closing (the “Closing”) of the transactions (such transactions, the “Transactions,” and the date of such Closing, the “Closing Date”) contemplated by that certain Membership Interest Purchase Agreement, dated as of May 22, 2026 (the “Purchase Agreement”), by and among (i) the Signing Holders, (ii) Secured Transportation Services LLC, a Delaware limited liability company (“STS”), (iii) Advanced Fuel Transportation, Inc., a Nevada corporation (“AFT”), and (iv) the Company, all equity interests in STS were delivered to AFT in exchange for the right of the

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Exhibit 10.4

Execution Version

EXECUTIVE EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is entered into as of May 22, 2026, by and between Roy Boyd (“Executive”), Secured Transportation Services LLC, a Delaware limited liability company (the “Company”), and NANO Nuclear Energy Inc., a Nevada corporation (“Parent”).

RECITALS

WHEREAS, the Company expects to enter into that certain Membership Interest Purchase Agreement, on or about May 22, 2026 (the “Purchase Agreement”), by and among (i) Executive, (ii) Onium Capital, LLC, a Georgia limited liability company (together with Executive, the “Sellers”), (iii) the Company, (iv) Advanced Fuel Transportation Inc., a Nevada corporation (“AFT”), and (v) Parent, pursuant to which the Sellers will sell to AFT all of the issued and outstanding membership interests in the Company (the “Acquisition”);

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Exhibit 10.1

Execution Version

MEMBERSHIP INTEREST PURCHASE AGREEMENT

among

ROY A. BOYD II,

ONIUM CAPITAL, LLC,

SECURED TRANSPORTATION SERVICES LLC,

ADVANCED FUEL TRANSPORTATION INC.,

and

NANO NUCLEAR ENERGY INC.

Dated as of May 22, 2026

TABLE OF CONTENTS

		Page
Article I DEFINITIONS		1
Section 1.1	Certain Defined Terms	1
Section 1.2	Table of Definitions	14
Article II PURCHASE AND SALE		16
Section 2.1	Purchase and Sale of the Interests	16
Section 2.2	Closing.	16
Section 2.3	Equitable Adjustments	21
Section 2.4	Purchase Price Adjustments.	21
Section 2.5	Withholding	25
Section 2.6	Excluded Assets	25
Article III REPRESENTATIONS AND WARRANTIES OF THE SELLERS		25
Section 3.1	Organization and Capacity	25
Section 3.2	Authority	25
Section 3.3	No Conflict; Required Filings and Consents.	26
Section 3.4	Interests	26
Section 3.5	Brokers	27

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EXECUTION VERSION

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of May 28, 2026

among

ASHLAND INC.,

as a Borrower,

ASHLAND INDUSTRIES EUROPE GMBH,

as the Swiss Borrower,

THE BANK OF NOVA SCOTIA, HOUSTON BRANCH

as Administrative Agent, Swing Line Lender

and an L/C Issuer,

CITIBANK, N.A.,

as Syndication Agent,

The Other Lenders and L/C Issuers Party Hereto,

CITIBANK, N.A.,

THE BANK OF NOVA SCOTIA

BOFA SECURITIES, INC.,

JPMorgan Chase Bank, N.A.,

MIZUHO BANK, LTD. and

PNC CAPITAL MARKETS LLC,

as Joint Lead Arrangers and Joint Book Managers,

and

DEUTSCHE BANK SECURITIES INC., THE TORONTO-DOMINION BANK, NEW YORK BRANCH, TRUIST SECURITIES, INC., U.S. BANK NATIONAL ASSOCIATION, and WELLS FARGO SECURITIES, LLC

as Senior Co-Arrangers and Senior Co-Managers

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TABLE OF CONTENTS

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Exhibit 10.1

Boost Run Service Agreement

Version 1.5.1

This Boost Run Service Agreement (this “Agreement”) is entered into by and between Boost Run Inc., an Illinois limited liability company (“Boost Run”), and the Customer identified in the signature block below (“Customer”), and shall become effective upon the date of Customer’s execution as set forth in the signature block below (the “Effective Date”). The undersigned represents and warrants that he or she is authorized to act on behalf of the Customer and bind it to the terms of this Agreement. Customer and Boost Run are each referred to herein as a “Party”, and collectively as the “Parties”.

In consideration of the reciprocal commitments outlined herein and other good and valuable consideration, the Parties hereby agree as follows:

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