Browse EX-10 agreements

INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2026, by and between Southern Cross Acquisition I Corp., a Cayman Islands corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Trustee”).

 

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-[ ]) (the “Registration Statement”) and prospectus (the “Prospectus”), for its initial public offering of the Company’s units (the “Units”), each of which consists of one share of the Company’s ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), one warrant, each whole warrant entitling the holder to purchase one Ordinary Share (the “Warrants”), and one right to receive one-fourth (1/4) of an Ordinary Share upon the consummation of an 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 (capitalized term used herein and not otherwise defined sha

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THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

 

PROMISSORY NOTE

 

Principal Amount: Up to US$500,000

Effective as of April 7, 2026

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final-2026secondamendmen

Exhibit 10.1 SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made as of June 10, 2026, by and among: WORLD OF JEANS & TOPS, a California corporation, for itself and as agent (in such capacity, the “Lead Borrower”) for the other Borrowers party thereto (together with the Lead Borrower, individually, a “Borrower”, and collectively, the “Borrowers”); THE OTHER BORROWERS PARTY HERETO; TILLY’S, INC. a Delaware Corporations (the “Parent”); THE GUARANTORS PARTY HERETO (together with the Parent, individually, a “Guarantor”, and collectively, the “Guarantors”, and together with the Borrowers, individually, a “Loan Party”, and collectively, the “Loan Parties”); WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent and collateral agent (in such capacities, the “Agent”) for its own benefit and the benefit of the other Lenders and the Credit Parties; and THE LENDERS PARTY HERETO; in consideration of the mutual covenants herein contained and benefits to be derived herefrom. W I T N E S S E T H: WHEREAS, refere

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seniorsecuredcreditagree

Execution Version [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601 (b)(10) Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. AMENDMENT NO. 7 AMENDMENT NO. 7, dated as of June 10, 2026 (this “Amendment”), is by and among SHOALS TECHNOLOGIES GROUP, INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto, WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral agent (in such capacity, the “Collateral Agent”), JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as administrative agent (in such capacity, the “Administrative Agent”), and the 2026 Incremental Revolving Lenders (as defined below). W I T N E S S E T H: WHEREAS, the Borrower, the Administrative Agent, the Collateral Agent and the Lenders from time to time party thereto are party to that certain Credit Agreement dated as of November 25, 2020 (as amended by the Incremental Amendment No. 1, dated as of December 22, 2020, Amendment No. 2, dated as of December 30, 2020, Amendm

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EXHIBIT 10.1

SEVERANCE AGREEMENT

THIS SEVERANCE AGREEMENT (this “Agreement”) is entered into by and between Hallador Energy Company (the “Company”) and Matthew B. White (the “Executive”) on June 8, 2026 (the “Effective Date”).

WHEREAS, the Company has established a retention plan ending on March 31, 2027 (“the 2026 EO Plan”) to provide certain executive officers of the Company, including the Executive, with enhanced financial security and incentive.

WHEREAS, in connection with the 2026 EO Plan, the Company desires to incentivize the Executive by providing for certain severance payments in the event of the Executive’s termination of employment, subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the promises and of the mutual covenants and agreements hereinafter set forth, the Company and the Executive hereby agree as follows:

Term.

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SELECTED DEALER AGREEMENT

 

Delaware Distributors, L.P. (the “Placement Agent”), as the placement agent for Macquarie Energy Transition Infrastructure Fund, L.P., a Delaware limited partnership (the “Master Fund”), and METI TE Feeder, L.P, a Delaware limited partnership (the “Feeder”, together with the Master Fund, the “Fund”), invites you (the “Sub-Placement Agent”) to participate in the offer and sale of limited partnership units of the Fund (“Units”) to certain of the Sub Placement Agent’s qualified customers (“Customers”) subject to the following terms:

1.

Placement Agent Agreement

 

The Placement Agent has entered into a Placement Agent Agreement with the Fund dated January 28, 2025 (the “Placement Agent Agreement”). Except as otherwise specifically stated herein, all terms used in this Selected Dealer Agreement (this “Agreement”) have the meanings provided in the Placement Agent Agreement.

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AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT

 

This AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT (this “Agreement”) is made as of October 31, 2025, by and between Macquarie Energy Transition Infrastructure Fund, L.P., a Delaware limited partnership (the “Partnership”), and Macquarie Wealth Advisers, LLC, a Delaware limited liability company (the “Adviser”).

 

WHEREAS, the Partnership desires that the Adviser originate and recommend investment opportunities to the Partnership, monitor and evaluate investments made by the Partnership (the “Investments”) as requested by METI GP, LLC (the “General Partner”), and the Adviser desires to render such services to the Partnership in consideration of a management fee and other compensation as hereinafter specified;

 

WHEREAS, the engagement of the Adviser by the Partnership is authorized by the Second Amended and Restated Limited Partnership Agreement of the Partnership (as further amended and/or restated from time to time, the “Partnership Agreement”); and

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AMENDMENT NO. 1 TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT

 

This AMENDMENT NO. 1 (this “Amendment”) to the Amended and Restated Investment Advisory Agreement, dated as of October 31, 2025 (this “Agreement”) is made as of May 1, 2026 between Macquarie Energy Transition Infrastructure Fund, L.P., a Delaware limited partnership (the “Partnership”), and Macquarie Wealth Advisers, LLC, a Delaware limited liability company (the “Adviser”).

 

WHEREAS, the Partnership entered into the Agreement with the Adviser to originate and recommend investment opportunities to the Partnership, monitor and evaluate Investments;

 

WHEREAS, the engagement of the Adviser by the Partnership is authorized by the Second Amended and Restated Limited Partnership Agreement of the Partnership (as further amended and/or restated from time to time, the “Partnership Agreement”);

 

WHEREAS, as set forth in Section 8(a) of the Agreement, the parties wish to amend the Agreement as set forth in this Amendment.

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Macquarie Energy Transition Infrastructure Fund, L.P.

January 28, 2025

 

Delaware Distributors, L.P.

100 Independence

610 Market Street

Philadelphia, PA 19106-2354

 

 

Re:

Private Placement Agent Agreement

 

Ladies and Gentlemen:

 

This letter (this “Agreement”) confirms our understanding and agreement with respect to the engagement of Delaware Distributors, L.P. (“Placement Agent”) to serve as placement agent in connection with the private placement of limited partnership interests (the “Units”) in Macquarie Energy Transition Infrastructure Fund, L.P., a Delaware limited partnership (the “Master Fund”), METI TE Feeder, L.P., a Delaware limited partnership (the “Feeder”, together with the Master Fund, the “Fund”) as set forth in the Confidential Memorandum of the Fund dated January 2025 (as the same may be amended or supplemented from time to time, the “Memorandum”). Terms not otherwise defined herein shall have the meanings assigned to such terms in the Memorandum. Central Park Advisers, LLC, a Delaware limited liability company, will act as investment adviser (the

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The securities offered hereby have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state and are being offered and sold in reliance on exemptions from the registration requirements of the Securities Act and such laws. The securities are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and such laws. The securities have not been approved or disapproved by the Securities and Exchange Commission (the “SEC”), any state securities commission or other regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of this offering of Subscription Shares. Any representation to the contrary is unlawful.

Any subscription materials included herewith are for your confidential use only and may not be reproduced.

The Crypto Company

SUBSCRIPTION AGREEMENT

 

Principal Investment Amount: $______________ or Tokens: type (e.g. BTC) ______ quantity _________

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Exhibit 10.8 - S-1/A#1

1

Exhibit  10.8

Dear Adena Hefets,

Congratulations! We are thrilled to invite you to join our board of directors (“Board”) as our new independent

director. Your appointment will be effective as soon as possible, subject to (i) final approval by the Board, (ii)

completion of customary independence, conflicts, and diligence processes, including your completion of a customary

director questionnaire, and (iii) your execution of any other director onboarding documents reasonably requested by

the Company and consistent with requests made of other independent directors (collectively, the “Appointment

Conditions”). This offer and your appointment as a director are not contingent upon an IPO by the Company. 

Role & Expectations

As an independent director, you will work closely with the Board & management to assist with:

•Strategic oversight of the Company's business plan, long-range strategy, and material corporate

transactions

•Corporate governance and risk oversight, including board composition, succession planning, ESG

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Document

Exhibit 10.11

CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN REDACTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

LEASE AGREEMENT

LANDLORD: BOYER LEHI HOLDINGS, L.C.

TENANT: ENTRATA, INC.

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LEASE SUMMARY

1.“Landlord”: BOYER LEHI HOLDINGS, L.C., a Utah limited liability company.

2.“Tenant”: ENTRATA, INC., a Delaware corporation.

3.“Rentable Square Feet”: the area determined by measuring to the outside finished surface of permanent outer building walls and including all enclosed floors including multiple story lobbies or open space within the Building, without any deductions for vertical penetrations other than mechanical shafts. The terms “RSF” and “rentable square foot” shall have corollary meanings. “Useable Square Feet”: the amount of square footage in the Leased Premises actually available to Tenant for Tenant’s use.

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