Browse EX-10 agreements

**HADRON ENERGY, INC. **

**RESTRICTED STOCK UNITS AGREEMENT **

Hadron Energy, Inc., a Delaware corporation (the “Company”), has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units (each a “Unit”) subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Hadron Energy, Inc. 2026 Equity Incentive Plan (the “Plan”), as amended, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the Award (

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**HADRON ENERGY, INC. **

**NOTICE OF GRANT OF RESTRICTED STOCK UNITS **

**(U.S. Participants) **

Hadron Energy, Inc., a Delaware corporation (the “Company”) has granted to the Participant an award (the “Award”) of certain units pursuant to the Hadron Energy, Inc. 2026 Equity Incentive Plan (the “Plan”), each of which represents the right to receive on the applicable Settlement Date one (1) share of Stock, as follows:

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**HADRON ENERGY, INC. **

**NOTICE OF GRANT OF RESTRICTED STOCK UNITS **

**(U.S. Participants – Non-Employee Directors) **

Hadron Energy, Inc., a Delaware corporation (the “Company”) has granted to the Participant an award (the “Award”) of certain units pursuant to the Hadron Energy, Inc. 2026 Equity Incentive Plan (the “Plan”), each of which represents the right to receive on the applicable Settlement Date one (1) share of Stock, as follows:

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**August 31, 2026 **

**Jenn Ryu **

**Via CZ Partners **

**Jenn, **

I am pleased to conditionally offer you, pending a background check, the Full-Time Exempt position of **Chief Financial Officer **for Xponential Fitness LLC (“Company”) pursuant to the terms set forth in this offer letter. A summary of the initial compensation related to this offer is listed below. You will be responsible for the duties set forth on the position spec provided by CZ Partners.

***GENERAL INFORMATION ***

**Position: Chief **Financial Officer

**Start Date: **October 19, 2026

**Report To: **Mike Nuzzo, CEO

***COMPENSATION PACKAGE ***

**Base Salary: $550,000 **per year, less payroll deductions and withholdings, paid on the Company’s normal payroll schedule. As an exempt employee, you will not be entitled to overtime pay and your salary is intended to cover all hours worked including any hours worked more than 40 in a workweek or overtime as otherwise defined by applicable state law.

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INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”)is made and entered into, effective ______________, by and between Dell Technologies Inc., a Texas corporation (the “Company”),and _____________________ (“Indemnitee”).

Recitals

A.    Competent and experienced persons are reluctant to serve or to continue to serve as directors or officers of corporations unless they are provided with adequate protection through insurance or indemnification (or both) against claims against them arising out of their service and activities as directors.

B.    Uncertainties relating to the availability of adequate insurance for directors and officers have increased the difficulty for corporations to attract and retain competent and experienced persons to serve as directors or officers.

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DELL TECHNOLOGIES INC. AMENDED AND RESTATED MD SHAREHOLDERS AGREEMENT Dated as of July 2, 2026

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TABLE OF CONTENTS

Page

ARTICLE I
DEFINITIONS

Section 1.1    Definitions    5

Section 1.2    General Interpretive Principles    12

ARTICLE II
REPRESENTATIONS AND WARRANTIES

Section 2.1    Representations and Warranties of the Shareholders    13

ARTICLE III
GOVERNANCE

Section 3.1    Board of Directors of the Company    14

Section 3.2    Specified Subsidiaries    17

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INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”)is made and entered into, effective ______________, by and between Dell Technologies Inc., a Texas corporation (the “Company”),and _____________________ (“Indemnitee”).

Recitals

A.    Competent and experienced persons are reluctant to serve or to continue to serve as directors or officers of corporations unless they are provided with adequate protection through insurance or indemnification (or both) against claims against them arising out of their service and activities as directors.

B.    Uncertainties relating to the availability of adequate insurance for directors and officers have increased the difficulty for corporations to attract and retain competent and experienced persons to serve as directors or officers.

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AMENDED AND RESTATED DELL TECHNOLOGIES INC.
SLP SHAREHOLDERS AGREEMENT

Dated as of July 2, 2026

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TABLE OF CONTENTS

Page

Article I    DEFINITIONS					1
Section 1.1.    Definitions					1

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OMNIBUS AMENDMENT TO

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SENIOR SECURED PROMISSORY NOTES

** **

Effective as of September 4, 2026

This Omnibus Amendment to Senior Secured Promissory Notes (this “Amendment”) is entered into effective as of the date set forth above (the “Effective Date”) by and among XCF Global, Inc., a Delaware corporation (the “Company”), Hollywood Horizons, Inc., a California corporation (“Hollywood”), Abri Capital Limited, a private limited company incorporated in Bermuda (“Abri”), and, solely with respect to Section 7, Brown Stone Capital, Inc., a California corporation (“Brown Stone”). Hollywood and Abri are each a “Holder” and together the “Holders.”

RECITALS

** **

**WHEREAS, **Hollywood and the Company are parties to that certain Senior Secured 25% Original Issue Discount Promissory Note and Security Agreement dated July 16, 2026, in the original face amount of $400,000 (the “Hollywood Note”).

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DEBT CONVERSION AGREEMENT

* *

THIS DEBT CONVERSION AGREEMENT (“Agreement”) is made effective as of September 4, 2026 (the “Effective Date”) by and between XCF Global, Inc., a Delaware corporation (the “Company”) and Narrow Road Capital Ltd, a United Kingdom private limited company (“Narrow Road”).

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**WHEREAS, **on May 1, 2025, the XCF Global Capital, Inc., the Company’s predecessor, and Narrow Road entered into that certain Promissory Note with a principal amount of $700,000 (the “Promissory Note”); and

WHEREAS, the parties hereto (the “Parties”) wish to terminate the Promissory Note and satisfy the entire amount outstanding due under the Promissory Note of $840,000 (the “Converted Amount”) as of the date hereof into 3,500,000 Class A common stock, par value $0.0001 (“Common Stock”), of the Company.

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

** **

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EXHIBIT 10.2

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REINSTATEMENT AND FIRST AMENDMENT

TO

PURCHASE AND SALE AGREEMENT

This Reinstatement and First Amendment to Purchase and Sale Agreement (this “Amendment”) is entered into as of the later of the dates set forth below the Parties signatures hereto (the “Amendment Effective Date”), by and between NPH VENTURES, LLC, a Delaware limited liability company (“Seller”), and MEDALIST DIVERSIFIED, INC., a Maryland corporation (“Purchaser”).  Seller and Purchaser are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Agreement dated as of July 21, 2026 (the “Original Agreement” or the “Agreement”), with respect to that certain parcel of land lying and being situated in Denton County, Texas, and being more particularly described on Exhibit A to the Original Agreement, commonly known as 8600 Highway 377, Aubrey, Texas 76258 (the “Property”);

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EXHIBIT 10.1

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LIMITED LIABILITY COMPANY

OPERATING AGREEMENT

OF

MIRA SAV PARTNERS, LLC

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EXECUTED AS OF SEPTEMBER 1, 2026, EFFECTIVE AS OF THE EFFECTIVE DATE

THE MEMBERSHIP INTERESTS IN MIRA SAV PARTNERS, LLC (THE “INTERESTS”) ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER TERMS AND CONDITIONS SET FORTH IN ARTICLE 14 OF THIS AGREEMENT AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED, OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS THEREOF. THEREFORE, PURCHASERS OF THE INTERESTS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENTS FOR AN INDEFINITE PERIOD OF TIME. THE INTERESTS HAVE NOT BEEN REGISTERED (i) UNDER ANY STATE SECURITIES LAWS (THE “STATE ACTS”), OR (ii) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND NEITHER THE INTERESTS NOR ANY PART THEREOF MAY BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED, OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF ARTICLE 14 OF THIS AGREEMENT AND (1) PURSUANT TO AN EF

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