Browse EX-10 agreements

REGISTRATION RIGHTS AGREEMENT

 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 29, 2026, between Global Interactive Technologies, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

 

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and between the Company and each Purchaser (the “Purchase Agreement”).

 

The Company and each Purchaser hereby agrees as follows:

 

1. Definitions.

 

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

 

“Advice” shall have the meaning set forth in Section 6(c).

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Exhibit 10.1

 

LOAN agreement

 

This Loan Agreement, dated as of June 29, 2026 (“Agreement”), is among Celularity Inc., a Delaware corporation (the “Borrower”), and Philip & Daniele Barach Family Trust (the “Lender” and, together with the Borrower, the “Parties” and each, a “Party”).

 

agreement:

 

In consideration of the foregoing and the mutual agreements contained in this Agreement, the receipt and sufficiency of which are acknowledged, the Parties hereby agree as follows:

 

SECTION 1. Interpretation:

 

This Agreement is to be interpreted in accordance with the rules of construction set forth on Annex A. Capitalized terms used in this Agreement and not otherwise defined have the meanings set forth for such terms on Annex A. All annexes, schedules and exhibits to this Agreement are deemed to be a part of this Agreement.

 

SECTION 2. Loan facility:

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CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE OMITTED PORTIONS OF THIS DOCUMENT ARE INDICATED BY [***]

AMENDED AND RESTATED LIMITED LIABILITY

 

 

COMPANY AGREEMENT

 

OF

 

EMHU, LLC

 

 

 

Dated as of June 26, 2026

 

 

 

Table OF CONTENTS

 

 

 

Page

 

 

 

DEFINITIONS

1

 

 

 

 

FORMATION AND PURPOSE

4

 

 

 

 

 

2.1.

Formation

4

 

2.2.

Name

4

 

2.3.

Managing Member

4

 

2.4.

Registered Office/Agent

4

 

2.5.

Term

5

 

2.6.

Purpose

5

 

2.7.

Certificate

5

 

2.8.

Principal Office

5

 

 

 

 

MEMBERSHIP, CAPITAL CONTRIBUTIONS, COMMON UNITS AND CAPITAL ACCOUNTS

5

 

 

 

 

3.1.

Members

5

 

3.2.

Additional Members and

6

 

3.3.

Capital Contributions

6

 

3.4.

Additional Capital Contributions

6

 

3.5.

Voting Rights

8

 

3.6.

Right of Participation

8

 

 

 

 

DISTRIBUTIONS

9

 

 

 

 

4.1.

Managing Member Sole Discretion

9

 

4.2.

Pre

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Exhibit 10.1

EXECUTION COPY

$200,000,000

TERM LOAN AGREEMENT

Dated as of June 25, 2026

among

EASTERLY GOVERNMENT PROPERTIES LP,

as Borrower,

EASTERLY GOVERNMENT PROPERTIES, INC.,

as Parent,

THE GUARANTORS NAMED HEREIN,

as Guarantors,

THE INITIAL LENDERS NAMED HEREIN,

as Initial Lenders,

PNC BANK, NATIONAL ASSOCIATION,

as Administrative Agent,

U.S. BANK NATIONAL ASSOCIATION,

and

TRUIST BANK,

as Syndication Agents,

U.S. BANK NATIONAL ASSOCIATION,

PNC CAPITAL MARKETS LLC,

TRUIST SECURITIES, INC.,

and

WELLS FARGO BANK, N.A.,

as Joint Lead Arrangers

U.S. BANK NATIONAL ASSOCIATION,

PNC CAPITAL MARKETS LLC,

and

TRUIST SECURITIES, INC.,

as Joint Bookrunners

and

WELLS FARGO BANK, N.A.,

as Documentation Agent

 

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TABLE OF CONTENTS

 

 

Page

 

Article I

DEFINITIONS AND ACCOUNTING TERMS

Section 1.01

Certain Defined Terms

1

Section 1.02

Computation of Time Periods; Other Definitional Provisions

35

Section 1.03

Accounting Terms

35

Section 1.04

Divisions

35

Article II

AMOUNTS AND TERMS OF THE ADVANCES

Section 2.01

The Advances

35

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Exhibit 10.2

ELEVENTH AMENDMENT TO TERM LOAN AGREEMENT

This ELEVENTH Amendment to Term Loan Agreement (this “Amendment”) is entered into as of the 25th day of June, 2026, among EASTERLY GOVERNMENT PROPERTIES LP, a Delaware limited partnership (the “Borrower”), EASTERLY GOVERNMENT PROPERTIES, INC., a Maryland corporation (the “Parent”), the entities listed on the signature pages hereto as the subsidiary guarantors from time to time (the “Subsidiary Guarantors” and, together with the Parent, the “Guarantors”), the banks, financial institutions and other institutional lenders listed on the signature pages hereof as the lenders (each a “Lender” and collectively, the “Lenders”) and PNC BANK, NATIONAL ASSOCIATION, as administrative agent (the “Administrative Agent”) for the Lenders.

Recitals

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Document

        

June 26, 2026

Dr. William Grieco 6900 Tavistock Lakes Blvd., Suite 400 Orlando, FL 32827

Dear Bill,

Innventure LLC (the “Company”) is pleased to offer you the position of Chief Executive Officer. The Company is a wholly owned subsidiary of Innventure, Inc. (“Parent”) and serves as the employing entity for all employees of Parent. In such capacity, you will serve as Chief Executive Officer of both the Company and Parent, reporting to the Board of Directors of Parent (the “Board”). Parent joins this letter agreement solely for the limited purposes set forth herein.

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Document

Consulting Agreement

This Consulting Agreement (this “Agreement”) is entered into on June 26, 2026 by and between Innventure, Inc., a Delaware corporation having a principal place of business at 6900 Tavistock Lakes Blvd, Suite 400, Orlando, FL 32827 (the “Company”), and Gregory W. Haskell, an individual (“Consultant”).

Company and Consultant may each be referred to herein individually as a “Party,” and together, as the “Parties.”

WHEREAS, Consultant has served as the Chief Executive Officer of the Company and is retiring from that position on October 1, 2026 (the “Transition Date”); and

WHEREAS, the Company desires to retain Consultant following his retirement to provide transition services to the Company's new Chief Executive Officer and the Board of Directors of the Company (the “Board”), and Consultant desires to provide such services.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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formexchangeagreement

1 EXCHANGE AGREEMENT This Amendment and Exchange Agreement (the “Agreement”) is entered into as of the date set forth on the signature pages below, by and among Nauticus Robotics, Inc., a Delaware corporation (the “Company”) and the investor signatory hereto (the “Holder”), with reference to the following facts: A. Reference is made to (i) that certain Senior Secured Term Loan Agreement, dated September 18, 2023 (as amended, modified, restated, restructured or supplemented prior to the date hereof, the “September Agreement” or the “Existing Agreement”), by and among the Company and the investors signatory thereto, pursuant to which, among other things, the Holder and/or certain other investors (the “Other Holders”, and together with the Holder, the “Holders”) may acquire certain secured convertible term loans (any such secured convertible term loans acquired by the Holder, prior to or after the date hereof, the “Convertible Securities” or the “Existing Securities”), which are convertible into shares of Common Stock (as defined below). B. The Company has authori

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LETTER AGREEMENT

 

June 24, 2026

 

Cartesian Growth Corporation IV 505 Fifth Avenue, 15th Floor New York, New York 10017

 

Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022

 

Re: Initial Public Offering

 

Ladies and Gentlemen:

 

This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Cartesian Growth Corporation IV, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. as representative (the “Representative”) of the underwriters named therein (the “Underwriters”), relating to the underwritten initial public offering (the “IPO”) of 25,000,000 units of the Company (or up to 28,750,000 units if the Over-Allotment Option is exercised in full) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the hol

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LETTER AGREEMENT

 

June 24, 2026

 

Cartesian Growth Corporation IV 505 Fifth Avenue, 15th Floor New York, New York 10017

 

Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022

 

Re: Initial Public Offering

 

Ladies and Gentlemen:

 

This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Cartesian Growth Corporation IV, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. as representative (the “Representative”) of the underwriters named therein (the “Underwriters”), relating to the underwritten initial public offering (the “IPO”) of 25,000,000 units of the Company (or up to 28,750,000 units if the Over-Allotment Option is exercised in full) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the hol

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June 24, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Cartesian Growth Corporation IV, a Cayman Islands exempted company (the “Company”), and CGC IV Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).

 

WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of the Company’s units (“Units”), 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 share, subject to adjustment. The Purchaser has agreed to purchase an aggregate of 937,500 warrants at a price of $2.00 per warrant (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.

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INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Investment Management Trust Agreement (this “Agreement”) is made as of June 24, 2026 by and between Cartesian Growth Corporation IV, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

 

WHEREAS, the Registration Statement on Form S-1 (File No. 333-296614), as amended (the “Registration Statement”), and prospectus for the Company’s initial public offering of 25,000,000 units (or 28,750,000 units in the aggregate if the underwriters’ option to purchase additional units (the “Over-Allotment Option”) is exercised in full), at a price of $10.00 per unit (the “Units”), each Unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Share(s)”), and one-third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share at an exercise price of $11.50 per share, subject to adjustment (such initial public offering hereinafter refer

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