Browse EX-10 agreements

ERNEXA THERAPEUTICS INC.

2026 OMNIBUS EQUITY INCENTIVE PLAN

 

 

 

 

TABLE OF CONTENTS

 

 

 

PAGE

Article 1. Effective Date, Objectives and Duration

1

1.1

Effective Date of the Plan

1

1.2

Objectives of the Plan

1

1.3

Duration of the Plan

1

 

 

 

Article 2. Definitions

1

2.1

“Applicable Law”

1

2.2

“Award”

1

2.3

“Award Agreement”

1

2.4

“Board”

1

2.5

“Bonus Shares”

1

2.6

“Cause”

2

2.7

“CEO”

2

2.8

“Code”

2

2.9

“Committee”

2

2.10

“Company”

2

2.11

“Compensation Committee”

2

2.12

“Consultant”

2

2.13

“Corporate Transaction”

2

2.14

“Deferred Shares”

2

2.15

“Disability” or “Disabled”

2

2.16

“Dividend Equivalent”

2

2.17

“Effective Date”

3

2.18

“Eligible Person”

3

2.19

“Exchange Act”

3

2.20

“Exercise Price”

3

2.21

“Fair Market Value”

3

2.22

“Grant Date”

3

2.23

“Grantee”

3

2.24

“Incentive Share Option”

3

2.25

“Including” or “includes”

3

2.26

“Non-Employee Director”

3

2.27

“Option”

3

2.28

“Other Share-Based Award”

3

2.29

“Performance Period”

3

2.30

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THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.

Exchange Agreement

 

This Exchange Agreement (this “Agreement”) is entered into as of June 29, 2026 by and between Algorhythm Holdings, Inc., a Delaware corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company (“Investor”).

 

A. Pursuant to that certain Securities Purchase Agreement dated August 21, 2025 between Company and Investor (the “Purchase Agreement”), Company issued to Investor that certain Secured Pre-Paid Purchase #4 in the original principal amount of $10,355,000.00 dated February 17, 2026 (“PPP #4”).

 

B. Subject to the terms of this Agreement, Company and Investor desire to partition a new Secured Pre-Paid Purchase in the original principal amount of $3,500,000.00 (the “Partitioned Amount”) from PPP #4 (the “Partitioned PPP”) and then cause the outstanding balance of PPP #4 to be reduced by an amount equal to the Partitioned Amount.

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SUBSCRIPTION AGREEMENT

IN

MANGOCEUTICALS, INC.

 

A. Subscription. This Agreement has been executed by __________________________, a/an (Individual/Corporation/LLC/Trust/Partnership), residing and/or having a principal place of business in (Country/State and City) (“Purchaser”, or “Subscriber”) in connection with the subscription to purchase _________ restricted shares of common stock, $0.0001 par value per share (“Common Stock”) of the Company (the “Shares” or the “Securities”), from Mangoceuticals, Inc., a Texas corporation (the “Company”). This Subscription Agreement is referred to herein as the “Agreement” or the “Subscription”. The Company is selling Securities to multiple investors, as part of a “best efforts, no minimum” offering, defined herein as the “Offering”. The Offering is made in reliance upon an exemption from registration under the federal securities laws provided by. Section 4(a)(2) and/or Rule 506(b) of Regulation D of the Securities Act of 1933, as amended. The purchase

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SECURITIES PURCHASE AGREEMENT

 

This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of June 30, 2026, by and among OS Therapies Incorporated, a corporation organized under the laws of the State of Delaware (“OSTX”), and OS Animal Health Inc., a corporation organized under the laws of the State of Delaware, and OS Therapies UK LTD, a limited company organized under the laws of the United Kingdom (collectively, the “Company”), and Leonite Fund I, LP, a limited partnership organized under the laws of the State of Delaware (the “Purchaser”).

Recital

 

A. The Company and the Purchaser 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) promulgated by the United States Securities and Exchange Commission (the “Commission”) under the Securities Act;

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PLEDGE AND SECURITY AGREEMENT

 

This PLEDGE AND SECURITY AGREEMENT (the “Agreement”) is made and entered into on June 30, 2026, by and between OS Therapies Incorporated, a corporation organized under the laws of the State of Delaware, OS Animal Health Inc., a corporation organized under the laws of the State of Delaware, and OS Therapies UK LTD, a limited company organized under the laws of the United Kingdom (collectively, the “Debtor”), and Leonite Fund I, LP, a limited partnership organized under the laws of the State of Delaware, and its permitted endorsees, transferees and assigns (collectively, the “Secured Party”).

 

RECITALS

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SUPPLEMENT TO SUPPLY AND DISTRIBUTION AGREEMENT

This SUPPLEMENT (“Supplement”) to the SUPPLY AND DISTRIBUTION AGREEMENT, originally dated February 1, 2026 (the “Agreement”), by and between iPower Inc. (“Supplier”) and Global Product Marketing, Inc., a Nevada corporation (“Distributor”), and Supplier’s shareholder, ETTS AI Investment LLC, a Nevada limited liability Company (the “Shareholder”), is entered into this 30th day of June 2026 ("Effective Day"). Distributor and Supplier may each be referred to herein as a “Party” and collectively as the “Parties.”

 

RECITALS

WHEREAS, pursuant to the terms of the Agreement, the Parties agreed that Supplier would act as the exclusive supplier to the Distributor and, within that agreement sell certain designated inventory (the “SKUs”) held by the Supplier on to be agreed to terms; and

 

WHEREAS, Supplier now desires to sell $2,007,366.86 of to be determined SKUs to Distributor in exchange for Distributor assuming $2,007,366.86 in accounts payable owed to Supplier’s suppliers; and

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Document

SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

    THIS SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), is made and entered into as of June 29, 2026 (the “Effective Date”), by and among HAVERTY FURNITURE COMPANIES, INC., a Maryland corporation (“HFC”), HAVERTYS CREDIT SERVICES, INC., a Tennessee corporation (“HCS” and, together with HFC, each, a “Borrower” and, collectively, the “Borrowers”), the financial institutions party hereto as lenders (the “Lenders”), and TRUIST BANK, in its capacities as administrative agent for the Lenders (together with its successors in such capacity, “Administrative Agent”) and as issuing bank (together with its successors in such capacity, “Issuing Bank”).

W I T N E S S E T H:

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Document

Exhibit 10.1

EXECUTION VERSION

This FIRST AMENDMENT TO THE REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of June 26, 2026 (the “First Amendment Date”), is entered into by and among ACI LIQUID AGGREGATOR SPV, LLC, a Delaware limited liability company, as borrower (the “Borrower”), BNP PARIBAS (“BNP”), as administrative agent for the Secured Parties (in such capacity, the “Administrative Agent”) and as Lender, ARES CORE INFRASTRUCTURE FUND, a Delaware statutory trust, as Equityholder (in such capacity, the “Equityholder”) and as servicer (in such capacity, the “Servicer”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as collateral agent for the Secured Parties (as hereinafter defined) (in such capacity, the “Collateral Agent”).

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Document

CENTRAL PACIFIC FINANCIAL CORP. CENTRAL PACIFIC BANK CHANGE IN CONTROL AGREEMENT

THIS AGREEMENT is made     and entered into this _____ day of June, 2026 (the “Effective Date”), by and between Central Pacific Financial Corporation (“CPFC”) and Central Pacific Bank (the “Bank” and together with CPFC, the “Company”), and ____________________ (“Executive”), with reference to the following:

A.    Executive currently is employed by the Company as __________________. Executive is an experienced and knowledgeable individual whose creativity, expertise and effort have assisted in the development of the business and growth of the Company.

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Document

CENTRAL PACIFIC FINANCIAL CORP. CENTRAL PACIFIC BANK CHANGE IN CONTROL AGREEMENT

THIS AGREEMENT is made     and entered into this _____ day of June, 2026 (the “Effective Date”), by and between Central Pacific Financial Corporation (“CPFC”) and Central Pacific Bank (the “Bank” and together with CPFC, the “Company”), and Arnold D. Martines (“Executive”), with reference to the following:

A.    Executive currently is employed by the Company as Chairman, President and Chief Executive Officer. Executive is an experienced and knowledgeable individual whose creativity, expertise and effort have assisted in the development of the business and growth of the Company.

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Document

Exhibit 10.1

SECOND AMENDED AND RESTATED MANAGEMENT AGREEMENT

by and between

KKR Private Equity Conglomerate LLC

and

KKR DAV Manager LLC

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AMENDED AND RESTATED MANAGEMENT AGREEMENT, dated as of July 2, 2026, by and between KKR Private Equity Conglomerate LLC, a Delaware limited liability company, and KKR DAV Manager LLC, a Delaware limited liability company (the “Manager”).

WHEREAS, the Company was formed as a limited liability company and intends to elect to be treated as a partnership for U.S. federal income tax purposes pursuant to the Internal Revenue Code of 1986, as amended (the “Code”);

WHEREAS, the Company and the Manager entered into a Management Agreement, dated as of July 27, 2023 (the “Original Agreement”);

WHEREAS, the Company and the Manager entered into an Amended and Restated Management Agreement, dated as of May 30, 2024, which amended and restated the Original Agreement in its entirety (the “A&R Agreement”);

WHEREAS, the Company and the Manager desire to amend and restate the A&R Agreement;

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Document

Exhibit 10.2

AMENDED AND RESTATED DEALER-MANAGER AGREEMENT

THIS AMENDED AND RESTATED DEALER-MANAGER AGREEMENT (this “Agreement’) is made as of this 2nd day of July, 2026, by and between KKR Private Equity Conglomerate LLC, a Delaware limited liability company (the “Company”), and KKR Capital Markets LLC (the “Dealer-Manager”), a Delaware limited liability company.

WHEREAS, the Company is conducting a private placement offering in accordance with Rule 506(b) of Regulation D and Regulation S under the Securities Act of 1933, as amended (the “1933 Act”), of the classes of shares (the “Shares”) listed in the Company’s private placement memorandum in connection with such private placement offering (as amended and supplemented from time to time, the “Private Placement Memorandum”);

WHEREAS, the Company has filed a registration statement with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “1934 Act”);

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