Browse EX-10 agreements

SUBSIDIARY GUARANTEE

THIS SUBSIDIARY GUARANTEE, dated as of June 11, 2026 (this “Guarantee”), made by each of CDT Equity Ltd., a United Kingdom corporation, located at 80-83 Long Lane, London, England, EC1A 9ET (together with any other entity that may become a party hereto as an Additional Guarantor as provided in Annex 1 hereto (individually and collectively the “Guarantor”)), in favor of J.J. Astor & Co., a Utah corporation (together with its permitted assigns, the “Lender”), to that certain Loan Agreement, dated as of June 11, 2026, by and among CDT Equity Inc., a Delaware corporation (the “Company”), and the Lender (the “Loan Agreement”).

 

W I T N E S S E T H:

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PLEDGE AND SECURITY AGREEMENT

THIS PLEDGE AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of June 11, 2026, is made and entered into by and among (x) CDT Equity Inc., a Delaware corporation (the “Company”); and (y) each other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto, which shall include all other direct or indirect Subsidiaries of the Company hereafter formed or acquired after the date hereof for so long as this Agreement remains in effect (the “Additional Subsidiaries” and together with the Company hereinafter sometimes referred to individually as a “Debtor” and, collectively, as the “Debtors”), on the one hand, and J.J. Astor & Co., a Utah corporation (the “Lender”) in its capacity as Collateral Agent for the benefit of itself as the Lender and each other Lender (if any), on the other hand (each Lender, together with its respective successors and assigns, a “Secured Party,” and collectively the “Secured Parties”).

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Senior Secured Convertible Note

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY THIS SECURITY.

 

Original Issue Date: June 11, 2026

 

Funding Amount

 

$

1,401,601

 

Final Maturity Date: November 26, 2026

 

Original Principal Amount:

 

$

1,971,000

 

 

CDT EQUITY INC.

SENIOR SECURED CONVERTIBLE NOTE

…

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 11, 2026 by and between CDT Equity Inc., a Delaware corporation (the “Company”), and J.J. Astor & Co., a Utah corporation (“Lender”).

 

This Agreement is made pursuant to the Loan Agreement, dated as of the date hereof, between the Company and the Lender (the “Loan Agreement”).

 

The Company and the Lender hereby agree as follows:

 

1. Definitions.

Capitalized terms used and not otherwise defined herein that are defined in the Loan Agreement or the Note shall have the meanings given such terms in the Loan Agreement or the Note. As used in this Agreement, the following terms shall have the following meanings:

 

“Allowable Grace Period” shall have the meaning set forth in Section 3.(n).

 

“Commission” means the United States Securities and Exchange Commission.

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LOAN AGREEMENT

This Loan Agreement (this “Agreement”) is dated as of June 11, 2026 (the “Agreement Date”) and is made and entered into between CDT Equity Inc., (formerly Conduit Pharmaceuticals Inc.) a Delaware corporation (the “Company”), and J.J. Astor & Co., a Utah corporation (including its successors and assigns, the “Lender”).

 

WHEREAS, the Company wishes to borrow the sum of up to One Million Four Hundred Sixty Thousand ($1,460,000) Dollars (the “Loan”), and the Company wishes to enter into this Agreement and the Exhibits hereto and issue to the Lender, the One Million Nine Hundred Seventy-One Thousand ($1,971,000) Dollar Original Issue Amount senior secured convertible installment promissory note in the form of Exhibit A hereto reflecting a factor rate of 1.35 times the amount of the Loan (the “Note”); and

…

Document

Exhibit 10.1

Execution Version

EIGHTH AMENDMENT TO FOURTH

AMENDED AND RESTATED CREDIT AGREEMENT

This EIGHTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of June 10, 2026 (the “Eighth Amendment Effective Date”), by and among MRC ENERGY COMPANY, a Texas corporation (the “Borrower”), the LENDERS party hereto and PNC BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, “Administrative Agent”). Unless otherwise expressly defined herein, capitalized terms used but not defined in this Amendment have the meanings assigned to such terms in the Credit Agreement (as defined below).

WITNESSETH:

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STOCKHOLDERS AGREEMENT

 

by and among

 

CSQUARE, INC.

 

and

 

THE OTHER PARTIES HERETO

 

 

 

Dated as of [___], 2026

 

 

 

 

 

 

 

TABLE OF CONTENTS

 

Page

 

Article I INTRODUCTORY MATTERS

1

Section 1.1

Defined Terms

1

Section 1.2

Construction

4

 

 

 

Article II BOARD OF DIRECTORS

5

Section 2.1

Election of Directors

5

 

 

 

Article III INFORMATION

6

Section 3.1

Books and Records; Access

6

Section 3.2

Sharing of Information

7

Section 3.3

Confidential Information

7

 

 

 

Article IV OTHER RIGHTS

9

Section 4.1

Consent to Certain Actions

9

 

 

 

Article V GENERAL PROVISIONS

10

Section 5.1

Termination

10

Section 5.2

Notices

10

Section 5.3

Amendment; Waiver

11

Section 5.4

Further Assurances

12

Section 5.5

Assignment

12

Section 5.6

Third Parties

12

Section 5.7

Governing Law

12

Section 5.8

Jurisdiction; Waiver of Jury Trial

12

Section 5.9

Specific Performance

12

Section 5.10

Entire Agreement

13

Section 5.11

Severability

13

Section 5.12

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INDEMNIFICATION AGREEMENT

 

by and between

 

CSQUARE, INC.

 

and

 

[•]

as Indemnitee

 

 

 

Dated as of [•], 2026 

 

 

 

 

 

TABLE OF CONTENTS

 

Page

 

ARTICLE 1 DEFINITIONS

2

ARTICLE 2 INDEMNITY IN THIRD-PARTY PROCEEDINGS

6

ARTICLE 3 INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY

7

ARTICLE 4 INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL

7

ARTICLE 5 INDEMNIFICATION FOR EXPENSES OF A WITNESS

8

ARTICLE 6 ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS

8

ARTICLE 7 CONTRIBUTION IN THE EVENT OF JOINT LIABILITY

8

ARTICLE 8 EXCLUSIONS

9

ARTICLE 9 ADVANCES OF EXPENSES; SELECTION OF LAW FIRM

10

ARTICLE 10 PROCEDURE FOR NOTIFICATION; DEFENSE OF CLAIM; SETTLEMENT

11

ARTICLE 11 PROCEDURE UPON APPLICATION FOR INDEMNIFICATION

12

ARTICLE 12 PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS

13

ARTICLE 13 REMEDIES OF INDEMNITEE

15

ARTICLE 14 SECURITY

16

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Execution Version

 

SECOND AMENDMENT TO CREDIT AGREEMENT

 

This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”), dated as of February 28, 2025, is by and among Phoenix Data Center Acquisitions LLC, a Delaware limited liability company (the “Parent Borrower”), the Guarantors party hereto, Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”), and the Lenders party hereto. Unless otherwise indicated, all capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided to such terms in the Credit Agreement referred to below.

 

W I T N E S S E T H:

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REGISTRATION RIGHTS AGREEMENT

 

among

 

CSQUARE, INC.

 

AND

 

THE HOLDERS PARTY HERETO

 

DATED [·], 2026

 

 

 

 

 

 

TABLE OF CONTENTS

 

Page

 

ARTICLE I DEFINITIONS

1

Section 1.1

Definitions

1

 

 

 

ARTICLE II DEMAND AND SHELF REGISTRATION

5

Section 2.1

Right to Demand; Demand Notices

5

Section 2.2

Shelf Registration

6

Section 2.3

Deferral or Suspension of Registration

10

Section 2.4

Effective Registration Statement

10

Section 2.5

Selection of Underwriters; Cutback

11

Section 2.6

Lock-up

12

Section 2.7

Participation in Underwritten Offering; Information by Holder

13

Section 2.8

Registration Expenses

14

 

 

 

ARTICLE III PIGGYBACK REGISTRATION

14

Section 3.1

Notices

14

Section 3.2

Underwriter’s Cutback

15

Section 3.3

Company Control

17

Section 3.4

Selection of Underwriters

17

Section 3.5

Withdrawal of Registration

17

 

 

 

ARTICLE IV REGISTRATION PROCEDURES

17

Section 4.1

Registration Procedures

17

Section 4.2

Certain Rights

21

Section 4.3

Participating Holders

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Exhibit 10.15 

 

UNSECURED NOTE

 

in the original principal amount of US$75,000,000.00

 

issued by

 

BIF III US AGGREGATOR (DELAWARE) LLC

 

in favour of

 

DAWN TOPCO L.P.

 

Issued effective as May 14, 2026

 

 

 

 

BIF III US AGGREGATOR (DELAWARE) LLC

 

UNSECURED NOTE

 

BIF III US Aggregator (Delaware) LLC (the “Borrower”) for value received hereby acknowledges itself indebted to and unconditionally promises to pay to or to the order of Dawn Topco L.P. (the “Lender”) on May 14, 2029 or such earlier or later date as all of the principal amount hereof may become due in accordance with the provisions hereof (such date being the “Maturity Date”), the aggregate principal sum of US$75,000,000.00 (the “Principal Amount”) in lawful money of the United States, and to pay interest on the principal amount of this Note outstanding from time to time at the rate and times and in the manner set forth herein.

 

ARTICLE 1

INTERPRETATION

 

1.1

Definitions

 

For the purposes of this Note:

…

Execution Version

 

FIRST AMENDMENT TO CREDIT AGREEMENT

 

This FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of April 17, 2024, is by and among Phoenix Data Center Acquisitions LLC, a Delaware limited liability company (the “Parent Borrower”) and Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided to such terms in the Credit Agreement referred to below.

 

W I T N E S S E T H:

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