Browse EX-10 agreements

EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of March 1, 2025 (the “Effective Date”) by and between Koei US, Inc., a Texas corporation (the “Corporation”) and Robert Wagner (the “Executive”).

 

RECITALS

WHEREAS, the Corporation was initially formed as Nufika LLC, a Texas limited liability company, on January 3, 2023;

 

WHEREAS, in connection with the proposed investment of Daringate Co., Ltd., the Corporation converted from a Texas limited liability company to a Texas corporation as of 12:01 a.m. on March 1, 2025; and

 

WHEREAS, the Executive has been serving as the Chief Executive Officer (“CEO”) and Principal Engineer of Nufika, and both the Corporation and the Executive wish to formalize the continuation of his leadership role within the Corporation.

 

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the Corporation and the Executive agree as follows:

 

1.

EMPLOYMENT

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Loan Agreement

(Term Loan Agreement)

(1.4 billion yen)

Borrower: Koei Shoji Co., Ltd.

 

Arranger: Resona Bank, Limited

 

The Bank of Yokohama, Ltd.

 

Lender: Financial institutions listed in appendix 1 to this Agreement

 

Agent: Resona Bank, Limited

 

September 22, 2021

 

 

 

 

Table of Contents

 

Article 1. (Definition)

1

Article 2. (Rights and Obligations of Lenders)

6

Article 3. (Use of Funds)

7

Article 4. (Prerequisites for Loans)

7

Article 5. (Disbursement of Loans)

8

Article 6. (Non-disbursement of Loans)

8

Article 7. (Lender’s Disclaimer)

9

Article 8. (Repayment of Principal)

9

Article 9. (Interest Payment)

9

Article 10. (Early Repayment)

9

Article 11. (Late Fees)

10

Article 12. (Agent Fees)

10

Article 13. (Miscellaneous Expenses and Taxes and Public Dues, etc.)

10

Article 14. (Performance of Borrower’s Obligations)

10

Article 15. (Appropriation of Repayment)

11

Article 16. (Distribution to the Lender)

11

Article 17. (Representations and Warranties to Borrower)

12

Article 18. (Borrower’s Assurances)

13

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OUTSIDE DIRECTOR APPOINTMENT AGREEMENT

社外取締役就任契約書

 

This Outside Director Appointment Agreement (this “Agreement”) is entered into by and between Koei Group Co., Ltd. (the “Company”) and Ferdinand Groenewald (the “Director”).

Koei Group株式会社（以下「甲」という。）とFerdinand Groenewald（以下「乙」という。）は、次のとおり社外取締役就任契約書（以下「本契約」という。）を締結する。

 

Article 1 (Appointment as Outside Director)

第1条（社外取締役への就任）

 

Subject to the condition precedent that the Director is elected as a director at a general meeting of shareholders of the Company, the Company shall delegate to the Director the duties of an outside director (as defined in Article 2(15) of the Companies Act of Japan; the same shall apply hereinafter), and the Director shall accept such delegation.

甲は、乙が株主総会において取締役に選任されることを条件として、乙に対し社外取締役（会社法第2条第15号に定める「社外取締役」をいう。以下同じ。）としての職務を委任し、乙はこれを受任する。

 

Article 2 (Duties)

第2条（職務）

 

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First Series Stock Acquisition Rights Allotment Agreement

 

HeartCore Enterprise, Inc. (hereinafter the “Holder”) and Koei Group Co., Ltd. (hereinafter the “Issuer”) enter into this First Series Stock Acquisition Rights Allotment Agreement (hereinafter the “Agreement”) on September 17, 2025 (hereinafter the “Effective Date”) with respect to the allotment of stock acquisition rights by the Issuer to the Holder, as set forth below.

 

This Agreement supersedes Appendix 3 (“Appendix 3”) of the service agreement (hereinafter the “Service Agreement”) entered into between the Holder and the Issuer on April 11, 2024, and is executed as a replacement thereof.

 

Furthermore, with respect to the rights referred to as the “Warrant” in Section 5.(a)(ii) of the Service Agreement, this Agreement specifies and defines such rights as stock acquisition rights under the Companies Act of Japan.

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Share Purchase Agreement

This Share Purchase Agreement (hereinafter referred to as this “Agreement”) is entered into as of March 10, 2025 (hereinafter referred to as “Effective Date”) by and among Daringate Co., Ltd. (hereinafter referred to as “Daringate”), a company incorporated under the laws of Japan and having its registered address at Shinagawa Grand Central Tower, 2-16-3 Konan, Minato-ku, Tokyo 108-0075, Japan, Nufika LLC (hereinafter referred to as “Nufika” or “Koei US”), a limited liability company incorporated under the laws of State of Texas, U.S.A. and having its registered address at 23147 Treemont Park, San Antonio, Texas 78261, U.S.A., Robert Wagner, an individual having his registered address at 23147 Treemont Park, San Antonio, Texas 78261, U.S.A., Maki Wagner, an individual having her registered address at 23147 Treemont Park, San Antonio, Texas 78261, U.S.A., and Hannah Wagner, an individual having her registered address at 23147 Treemont Park, San Antonio, Texas 78261, U.S.A. (hereinafter, Robert Wagner, Maki Wagner and Hannah Wagner shall be collectively referre

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Shareholders Agreement

 

This Shareholders Agreement (this “Agreement”), made and entered into by and between the parties hereto on February 5, 2026.

 

“Party A”

 

KOEI JAPAN CO.,

LTD.

 

Address: 1-13-3 Fukuura, Kanazawa Ward,

Yokohama-shi

 

“Party B”

 

Siam Client Service Co., Ltd.

 

No. 2 Prima Sathorn Building, 7th floor, Room No. 8705-8706, Naradhiwas Rajanagarindra Road, Yannawa, Sathorn, Bangkok 10120

 

Party A requested Party B to make a capital contribution by way of purchase of the shares of the Company in order to engage in the business related to industrial waste disposal in Thailand.

 

Party B, in response to Party A’s request, agreed to the investment by way of purchase of such shares.

 

In consideration of the foregoing premises and the mutual covenants hereinafter set forth, the Parties agree as follows:

 

Article 1 (Purpose of Contract)

 

The parties hereto acknowledge that the purpose of this Agreement is to invest in a company in Thailand managed and operated by Party A as the main body.

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INDEMNIFICATION AGREEMENT

 

This Indemnification Agreement (“Agreement”) is made as of _______________ by and between QumulusAI, Inc., a Georgia corporation (the “Company”), and _______________, a resident of the State of _______________ (“Indemnitee”). This Agreement supplements any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement. Any conflict between this and any other agreement shall be construed in favor of indemnification.

 

RECITALS

 

WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations as directors and officers unless they are provided with adequate protection through insurance or adequate indemnification or both against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

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Execution Version

 

REGISTRATION RIGHTS AGREEMENT

 

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 29, 2026, is entered into by and between FS KKR Capital Corp., a Maryland corporation (including its successors, the “Corporation”), and KKR Alternative Assets L.P., a Delaware limited partnership (the “Holder”).

 

ARTICLE I DEFINITIONS

 

Section 1.1           Definitions. The following terms shall have the meanings set forth in this Section 1.1:

 

“Closing” shall have the meaning ascribed to such term in the Purchase Agreement.

 

“Common Stock” means the Corporation’s common stock, par value $0.001 per share.

 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations promulgated by the SEC thereunder.

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HCV/Loveless & Co., Inc. Third Amendment (00412898).DOC

Exhibit 10.34

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THIRD AMENDMENT TO LEASE

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THIS THIRD AMENDMENT TO LEASE (this “Third Amendment”), dated as of June 23, 2026 (the “Effective Date”), is entered into by and between PRINCETON AVENUE HOLDINGS, LLC, a California limited liability company (the “Original Landlord”), and PRINCETON AVENUE HOLDINGS II, LLC, a California limited liability company (“Princeton II”, collectively with Original Landlord, as tenants in common, “Landlord”), and AEROVIRONMENT, INC., a Delaware corporation (“Tenant”).  Landlord and Tenant may hereinafter be referred to collectively as “the parties”.

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RECITALS

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A. Original Landlord and Tenant entered into that certain Lease dated March 28, 2018 (the “Original Lease”) whereby Landlord leased to Tenant and Tenant leased from Original Landlord premises designated as Suite 200 at 14501 Princeton Avenue, Moorpark, California, consisting of approximately ninety-four thousand two hundred eighty (94,280) square feet of floor area (the “Original Premises”).

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AMERICAN EAGLE OUTFITTERS, INC.

AMENDED AND RESTATED

2023 STOCK AWARD AND INCENTIVE PLAN

Effective as of the Restated Effective Date (as defined below), the American Eagle Outfitters, Inc. 2023 Stock Award and Incentive Plan (as amended from time to time, the “Plan”) is hereby amended and restated as set forth below. The Plan was originally effective as of the Original Effective Date (as defined below). The Plan as amended and restated herein shall apply to all Awards (as defined below) granted under the Plan on or after the Restated Effective Date. Awards granted under the Plan prior to the Restated Effective Date shall continue to be governed by the terms of the Plan prior to amendment and restatement.

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PERSONAL AND CONFIDENTIAL

2332 Galiano Street, 2nd Floor Coral Gables, FL 33134

December 9, 2024

 

Mr. Anthony McKiernan

Address on file with the Company

 

Re: Offer Letter

 

Dear Anthony,

 

We are thrilled to extend to you a formal offer of employment at Ionic Digital Services, LLC (the “Company”), a wholly owned indirect subsidiary of Ionic Digital Inc. (together with its subsidiaries as appropriate in the context, “Ionic”) in the position of Chief Executive Officer (“CEO”) of Ionic. Ionic is a pioneering force in the bitcoin mining industry. Your expertise and background have impressed us, and we are excited about the potential you bring to our team. In this position, you will be expected to devote your full time, attention and energies to the performance of your duties with Ionic. This letter contains the terms and conditions of our offer of employment to you.

 

Start Date and Location

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Execution Version

ASSIGNMENT AND ASSUMPTION AGREEMENT

 

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of January 31, 2024, by and between Celsius Mining LLC, a Delaware limited liability company (“Celsius Mining”), Priority Power Management, LLC, a Delaware limited liability company (“PPM”), and Ionic Digital Inc., a Delaware company (“MiningCo”). Celsius Mining and PPM are each a “Party” and collectively the “Parties” to this Agreement.

RECITALS

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