Browse EX-10 agreements

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 17, 2026, by and between FLASH SPORTS & MEDIA HOLDINGS, INC., a Delaware corporation, with headquarters located at 1751 Panorama Point, Unit G, Lafayette, CO 80026 (the “Company”), and FIRSTFIRE GLOBAL OPPORTUNITIES FUND, LLC, a Delaware limited liability company, with its address at 1040 First Avenue, Suite 190, New York, NY 10022 (the “Buyer”).

 

WHEREAS:

 

A. The Company and the 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 “1933 Act”) and Rule 506(b) promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act;

…

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 (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. 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.

Principal Amount: $880,000.00

Issue Date: [    ]

Actual Amount of Purchase Price: $800,000.00

 

PROMISSORY NOTE

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SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of ______________, between Upexi, Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (the “Purchasers”).

 

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated thereunder, 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 each Purchaser agree as follows:

ARTICLE I.

DEFINITIONS

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

WITH

MICHAEL J. HARTNETT, PH.D.

 

This Amended and Restated Employment Agreement (this “Agreement”) is dated as of June 23, 2026 (the “Effective Date”), and is made between RBC Bearings Incorporated, a Delaware corporation (“Employer” or the “Company”), and Michael J. Hartnett, Ph.D. (“Employee”). Prior to the time of the entry into this Agreement, Employee has served as Employer’s President, Chief Executive Officer, and Chairman of its Board of Directors (the “Board”) pursuant to a Restated and Amended Employment Agreement dated as of June 27, 2024 (the “Prior Employment Agreement”). Both parties wish to continue this employment relationship exclusively under the terms reflected in this Agreement, and consistent with past practices, not in any case, as an at will employee. Capitalized terms used herein without definition have the meanings provided in Section 8.

 

Therefore, Employer hereby employs Employee and Employee hereby accepts employment, on the terms and conditions hereinafter set forth.

 

1.

TERM.

…

AMENDMENT NO. 1

TO

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

WITH

DANIEL A. BERGERON

 

This Amendment No. 1 to Amended and Restated Employment Agreement (this “Amendment”) is dated as of June 23, 2026 and is made between RBC Bearings Incorporated, a Delaware corporation (“Employer” or the “Company”), and Daniel A. Bergeron (“Employee”). Employer and Employee previously entered into that certain Amended and Restated Employment Agreement dated as of June 27, 2024 (the “Agreement”), and the parties now desire to amend the Agreement as set forth in this Amendment. Therefore, Employer and Employee hereby amend the Agreement as hereinafter set forth.

1.

Amendment of Section 3(b).

 

(a)

Section 3(b)(ii) of the Agreement is hereby amended by replacing the reference therein to “the closing price per share of the Common Stock on the award date” with “the Closing Stock Price.”

 

(b)

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Exhibit 10.1

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Execution Version

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Loan Number: 1006379

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THIRD AMENDED AND RESTATED CREDIT AGREEMENT

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Dated as of June 24, 2026

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by and among

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CUBESMART, L.P.,

as Borrower,

CUBESMART,

as Parent,

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WELLS FARGO SECURITIES, LLC,

BOFA SECURITIES, INC.

and

PNC CAPITAL MARKETS LLC,

as Joint Bookrunners,

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WELLS FARGO SECURITIES, LLC,

BOFA SECURITIES, INC.,

PNC CAPITAL MARKETS LLC,

REGIONS CAPITAL MARKETS, A DIVISION OF Regions bank,

U.S. Bank, national association

and

BMO CAPITAL MARKETS CORP.,

as Joint Lead Arrangers,

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WELLS FARGO BANk, NATIONAL ASSOCIATION,

as Administrative Agent,

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BANK OF AMERICA, N.A.,

and

pnc bank, national association

as Syndication Agents,

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Regions bank,

U.S. Bank, national association

and

BMO BANK N.A.,

as Documentation Agents,

and

The financial institutions INITIALLY SIGNATORY Thereto

and their assignees pursuant to Section 12.5.,

as Lenders

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TABLE OF CONTENTS

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Page

Article I DEFINITIONS‌1

…

Confidential portions of this exhibit have been omitted because they are both (i) not material and (ii) are the type of information that the registrant treats as private or confidential. The redacted terms have been marked at the appropriate place with “[***].”

MASTER SERVICES AGREEMENT

ALLIANCE CLOUD SERVICES, LLC,

 

AS PROVIDER

 

 

AND

 

 

[***],

 

AS CUSTOMER

 

 

Property:

415 E. Prairie-Ronde Street

 

 

Dowagiac, Michigan

 

Dated:

June 23, 2026

 

 

 

 

 

 

TABLE OF CONTENTS

 

ARTICLE 1

SERVICES, LICENSE, TERM, SERVICE CHARGES

3

ARTICLE 2

USE AND OCCUPANCY; CUSTOMER’S EQUIPMENT

5

ARTICLE 3

ALTERATIONS

6

ARTICLE 4

CONDITION OF THE SERVICE AREA; INITIAL WORK

7

ARTICLE 5

REPAIRS AND MAINTENANCE; FLOOR LOAD

8

ARTICLE 6

UTILITY EXPENSES

9

ARTICLE 7

LEGAL REQUIREMENTS

9

ARTICLE 8

MORTGAGES; SUBORDINATION; ESTOPPEL CERTIFICATES; EQUIPMENT LIENS

10

ARTICLE 9

SERVICES

11

ARTICLE 10

INSURANCE

14

ARTICLE 11

DESTRUCTION OF THE PROPERTY; LOSS OR DAMAGE

15

ARTICLE 12

EMINENT DOMAIN

16

ARTICLE 13

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THIRD AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

AND FIRST AMENDMENT TO

THIRD AMENDED AND RESTATED SECURITY AGREEMENT

 

This Third Amendment to Amended and Restated Credit Agreement and First Amendment to Third Amended and Restated Security Agreement (this “Amendment”) is made as of June 18, 2026, by and among:

SPORTSMAN’S WAREHOUSE, INC., a Utah corporation (the “Lead Borrower”);

the Persons named on Schedule I hereto (together with the Lead Borrower, individually, a “Borrower”, and collectively, the “Borrowers”);

the Persons named on Schedule II hereto (individually, a “Guarantor”, and collectively, the “Guarantors”, and together with the Borrowers, individually, a “Loan Party”, and collectively the “Loan Parties”);

the LENDERS party hereto; and

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent, and Swing Line Lender;

in consideration of the mutual covenants herein contained and benefits to be derived herefrom.

 

W I T N E S S E T H:

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AMENDED AND RESTATED ABL TERM LOAN CREDIT AGREEMENT

Dated as of June 18, 2026 among

SPORTSMAN’S WAREHOUSE, INC., as the Lead Borrower

THE BORROWERS PARTY HERETO

THE GUARANTORS PARTY HERETO

and

PLC AGENT LLC, as Agent

and

THE LENDERS PARTY

 

IF = IF 1 = 1 1 01 * IF COMPARE SECTION 1 = "1" 1 = 1 1 011 = 1 DOCPROPERTY "CUS_DocIDChunk0" ACTIVE 723809362v5 ACTIVE 723809362v5

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TABLE OF CONTENTS

Section Page

Article I DEFINITIONS AND ACCOUNTING TERMS

1

1.01

Defined Terms

1

1.02

Other Interpretive Provisions

48

1.03

Accounting Terms

49

1.04

Rounding

50

1.05

Times of Day

50

1.06

[Reserved]

50

1.07

Divisions

50

1.08

Rates

50

Article II THE LOANS

51

2.01

Loans; Reserves

51

2.02

Borrowings of Loans

52

2.03

Loan Reallocation

53

2.04

[Reserved]

54

2.05

Prepayments

54

2.06

[Reserved]

54

2.07

Repayment of Loans

54

2.08

Interest

55

2.09

Fees

55

2.10

Computation of Interest and Fees; Term SOFR Conforming Changes

55

2.11

Evidence of Debt

55

2.12

Payments Generally; Agent’s Clawback

56

2.13

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June 17, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Wilco 63 Corporation, a Cayman Islands exempted company (the “Company”), and Wilco 63 Holding LLC, a Nevada limited liability company (the “Purchaser”).

 

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A ordinary share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share. The Purchaser has agreed to purchase an aggregate of 3,000,000 warrants (whether or not the over-allotment option in connection with the Public Offering is exercised in full) (the “Private Placement Warrants”), each Private Placement Warrant entitling the holder to purchase one Ordinary S

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INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 17, 2026 by and between Wilco 63 Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

 

WHEREAS, the Company’s registration statement on Form S-1, (File No. 333-296376) (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the 17th day of June, 2026, by and between Wilco 63 Corporation, a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. (“Cantor” or the “Subscriber”).

 

WHEREAS, the Company desires to sell to the Subscriber on a private placement basis (the “Offering”) an aggregate of 2,000,000 warrants (including if the underwriters’ over-allotment option is exercised in full) (each, a “Placement Warrant” and, collectively, the “Placement Warrants”) of the Company, for a purchase price of $1.00 per Placement Warrant. The Class A Ordinary Shares (as defined below) underlying the Warrants are hereinafter referred to as the “Warrant Shares”. The Placement Warrants and Warrant Shares, collectively, are hereinafter referred to as the “Securities.” Each whole Placement Warrant is exercisable to purchase one Class A Ordinary Share at an exercise price of $11.50, as provided in the registration statement in conne

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