Browse EX-10 agreements

Exhibit 10.1

 

SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 24, 2026, between GD Culture Group Limited, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

 

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, 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 EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the “Agreement”) is entered into as of the Effective Date (as defined below) by and between James Rolke (“Executive”), and Revelation Biosciences, Inc., a Delaware corporation (the “Company”). The Company and Executive may hereinafter each individually be referred to as a “Party” and collectively as the “Parties,” as the context may require.

WHEREAS, the Company wishes to continue to employ, and Executive wishes to continue employment with the Company, as the Chief Executive Officer of the Company, pursuant to the terms and conditions set forth in this Agreement, effective as of June 24, 2026 (the “Effective Date”).

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, it is hereby agreed by and between the Parties as follows:

DEFINITIONS

For purposes of the Agreement, the following terms are defined as follows:

1.1.

“Board” means the Board of Directors of the Company.

1.2.

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AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the “Agreement”) is entered into as of the Effective Date (as defined below) by and between Chester S. Zygmont, III (“Executive”), and Revelation Biosciences, Inc., a Delaware corporation (the “Company”). The Company and Executive may hereinafter each individually be referred to as a “Party” and collectively as the “Parties,” as the context may require.

WHEREAS, the Company wishes to continue to employ, and Executive wishes to continue employment with the Company, as the Chief Financial Officer of the Company, pursuant to the terms and conditions set forth in this Agreement, effective as of June 24, 2026 (the “Effective Date”).

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, it is hereby agreed by and between the Parties as follows:

DEFINITIONS

For purposes of the Agreement, the following terms are defined as follows:

1.1.

“Board” means the Board of Directors of the Company.

1.2.

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Execution Version

 

JOINDER TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND BORROWER ASSUMPTION

 

June 24, 2026

 

This Joinder to Second Amended and Restated Credit Agreement and Borrower Assumption (this “Agreement”), dated as of the date hereof, is made by Resideo Funding II LLC (the “New Borrower”) and Resideo Funding Inc. (the “Existing Borrower”) to and in favor of JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders under the Second Amended and Restated Credit Agreement referred to below.

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Document

Exhibit 10.1

CARMAX, INC.

2002 STOCK INCENTIVE PLAN

(AS AMENDED AND RESTATED JUNE 23, 2026)

1.Purpose. The purpose of this CarMax, Inc. 2002 Stock Incentive Plan (the “Plan”) is to further the long term stability and financial success of CarMax, Inc. (the “Company”) by (a) attracting and retaining key employees of the Company through the use of stock incentives and (b) encouraging ownership in the Company by members of the Company’s Board of Directors. It is believed that ownership of Company Stock will stimulate the efforts of those employees upon whose judgment and interest the Company is and will be largely dependent for the successful conduct of its business. It is also believed that Incentive Awards granted to employees and directors under this Plan will strengthen their desire to remain with the Company and will further the identification of those employees’ and directors’ interests with those of the Company’s shareholders.

2.Definitions. As used in the Plan, the following terms have the meanings indicated:

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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.

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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

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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

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ARTICLE 3

ALTERATIONS

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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

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ARTICLE 13

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