Browse EX-10 agreements

STATE OF NORTH CAROLINA

COUNTY OF WAKE

 

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into by and between FIRST CAROLINA BANK, a North Carolina banking corporation (the “Bank”) and Douglas Ford IV (the “Employee”) to be effective as of September 1, 2019 (the “Amendment Effective Date”).

 

W I T N E S S E T H:

 

WHEREAS, Employee and the Bank are parties to that certain Employment Agreement dated as of August 12, 2019 (the “Prior Agreement”), pursuant to which Employee serves as the Managing Director - Commercial Banking & Market Executive - Raleigh;

 

WHEREAS, it is in the best interests of the Bank and its shareholders to maintain an experienced and sound executive management team to manage the Bank and to further the Bank’s overall strategies to protect and enhance the value of its shareholders’ investments; and

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Exhibit 10.16

EIGHTH AMENDMENT TO PROMISSORY NOTE

This Eighth Amendment to Promissory Note (the “Eighth Amendment”) amends that certain original Promissory Note, dated as of July 8, 2021 (the “Note”), by and among AEI CapForce II Investment Corp, a Cayman Islands exempted company (“Maker”), and AEI Capital SPAC Venture II LLC (“Payee”), which was amended seven times previously by Maker and Payee on September 30, 2021, December 31, 2022, December 31, 2023, December 31, 2024, June 29, 2025, December 4, 2025 and March 9, 2026 (collectively, the “Amendments”), is hereby further amended effective as of April 28, 2026 by Maker and Payee.

RECITALS

WHEREAS, Maker and Payee desire to enter into this Eighth Amendment pursuant to the terms of the Amendment to the Note, as set forth below; and

WHEREAS, pursuant to the Amendments to the Note, the Borrowing Limit to the Note was increased mostly recently on March 9, 2026, to Eight Hundred Thousand Dollars ($800,000) in lawful money of the United States of America; and

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Execution Version

CREDIT AGREEMENT

dated as of

June 4, 2026

among

Enchanted Rock Holdings, LLC., as Borrower

Enchanted Rock Management, LLC, Enchanted Rock, LLC, Enchanted Rock 3, LLC, Electranet REP I,

LLC, Electranet QSE I, LLC, ERock On-Site, LLC and Electranet Power, LLC,

as Co-Borrowers

The Lenders Party Hereto

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

JPMORGAN CHASE BANK, N.A.,

MORGAN STANLEY SENIOR FUNDING, INC.,

and

BARCLAYS BANK PLC,

as Joint Lead Arrangers and Joint Bookrunners

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TABLE OF CONTENTS

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the [ ] day of June 2026, by and between Yorkville International Capital Corp., a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Subscriber”).

WHEREAS, the Company intends to consummate an initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit consisting of one Class A ordinary share, par value $0.0001 per share of the Company (the “Class A Ordinary Shares”) and one-third of one redeemable warrant (a “Public Warrant”) to be governed by the Warrant Agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”). Each whole Warrant entitles the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per Class A Ordinary Share;

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Exhibit 10.3

REGISTRATION RIGHTS AGREEMENT

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THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ] [ ], 2026, is made and entered into by and among Yorkville International Capital Corp., a Cayman Islands exempted company (the “Company”), Yorkville International Capital Sponsor, LLC, a Florida limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Representative”), and the undersigned parties listed under Holder on the signature pages hereto (together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

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RECITALS

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Exhibit 10.11

YORKVILLE INTERNATIONAL CAPITAL CORP.

1012 Springfield Ave.

Mountainside, New Jersey 07092

[ ] [ ], 2026

Yorkville International Capital Sponsor, LLC

1012 Springfield Ave.

Mountainside, New Jersey 07092

Re: Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between Yorkville International Capital Corp. (the “Company”) and Yorkville International Capital Sponsor, LLC (the “Services Provider” or “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Stock Market LLC (the “Listing Date”), pursuant to a Registration Statement on Form S-1, as amended, and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June [  ], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Yorkville International Capital Corp., a Cayman Islands exempted company (the “Company”), and Yorkville International Capital Sponsor, LLC, a Florida 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-third 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 4,000,000 warrants (including in the event that the over-allotment option in connection with the Public Offering is exercised) (the “Private Placement Warrants”), each Private Placement Warrant entitling the holder to purchase one

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FORM OF INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [   ], 2026, by and between Yorkville International Capital Corp., a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers, advisors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such companies;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its Subsidiaries (as defined below) from certain liabilities;

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of June [ ], 2026 by and between Yorkville International Capital Corp., 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. 333-295912) (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-third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share commencing 30 days following the consummation of the Company’s initial business combination (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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June [  ], 2026

Yorkville International Capital Corp.

1012 Springfield Avenue

Mountainside, New Jersey 07092

Re:	Initial Public Offering

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Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Yorkville International Capital Corp., a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each unit comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entit

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among RMG ML Sports Holdings, a Cayman Islands exempted company (the “Company”), and RMG ML Sports Holdings Sponsor LLC, a Delaware limited liability company (the “Sponsor”) (the Sponsor with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

RECITALS

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “IPO”), each unit consisting of one Class A ordinary share, par value $0.0001 per share (the “Ordinary Shares”), of the Company, and one right to receive one-eighth (1/8) of one Ordinary Share upon the consummation of the Company’s initial business combination (a “Public Share Right”);

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between RMG ML Sports Holdings, 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. 333293853) (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 right to receive one-eighth (1/8) of one Ordinary Share upon the consummation of the Company’s initial business combination (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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