Browse EX-10 agreements

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of June 4, 2026, between Xos, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (including its successors and assigns, each 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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SUBSCRIPTION AGREEMENT

by and among

Howard Hughes Holdings Inc.

and

Pershing Square Holdings, Ltd.

and

Howard Hughes Insurance Holdings, LLC

Dated as of June 4, 2026

TABLE OF CONTENTS

Page

	1.	Purchase and Sale	1
	2.	Subscription Closing	2
	3.	Use of Proceeds	2
	4.	Representations and Warranties	3
	5.	Certain Covenants	18
	6.	Miscellaneous	20

SUBSCRIPTION AGREEMENT

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GODADDY INC.

AMENDED AND RESTATED 2024 OMNIBUS INCENTIVE PLAN

Section 1. Purpose. The purpose of the GoDaddy Inc. Amended and Restated 2024 Omnibus Incentive Plan (as amended from time to time, the “Plan”) is to motivate and reward employees and other individuals to perform at the highest level and contribute significantly to the success of GoDaddy Inc. (the “Company”), thereby furthering the best interests of the Company and its shareholders.

Section 2. Definitions. As used in the Plan, the following terms shall have the meanings set forth below:

(a) “Affiliate” means any entity that, directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Company.

(b) “Award” means any Option, SAR, Restricted Stock, RSU, Performance Award, Other Cash-Based Award or Other Stock-Based Award granted under the Plan.

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CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K, BECAUSE IT IS BOTH NOT MATERIAL AND THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. IN ADDITION, CERTAIN PERSONALLY IDENTIFIABLE INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(A)(6) OF REGULATION S-K. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

Exhibit 10.1

Loan No.: 442984100

CREDIT AND SECURITY AGREEMENT

among

BLKM VI, LLC,

as the Borrower,

EACH OF THE LENDERS FROM TIME TO TIME PARTY HERETO,

as the Lender,

CONNECTONE BANK,

as the Administrative Agent and the Account Bank,

BLACKROCK MONTICELLO DEBT REAL ESTATE INVESTMENT TRUST,

as the Guarantor

and

MONTICELLOAM SERVICING, LLC,

as the Servicer

Dated as of June 1, 2026

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TABLE OF CONTENTS

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CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K, BECAUSE IT IS BOTH NOT MATERIAL AND THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. IN ADDITION, CERTAIN PERSONALLY IDENTIFIABLE INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(A)(6) OF REGULATION S-K. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

EXECUTION VERSION

MASTER REPURCHASE AGREEMENT

among

BLKM V, LLC,

as a Seller,

any Additional Sellers joined hereto from time to time,

and

NOMURA CORPORATE FUNDING AMERICAS, LLC,

as Buyer

Dated as of June 4, 2026

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TABLE OF CONTENTS

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CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K, BECAUSE IT IS BOTH NOT MATERIAL AND THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. IN ADDITION, CERTAIN PERSONALLY IDENTIFIABLE INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(A)(6) OF REGULATION S-K. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

EXECUTION VERSION

GUARANTY

GUARANTY, dated as of June 4, 2026 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guaranty”), made by BLACKROCK MONTICELLO DEBT REAL ESTATE INVESTMENT TRUST, a Maryland statutory trust (“Guarantor”), in favor of NOMURA CORPORATE FUNDING AMERICAS, LLC (including its successors and assigns, “Buyer”).

RECITALS

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Executive Consulting Agreement

This Executive Consulting Agreement (the "Agreement") is made effective as of May 18, 2026 (the “Effective Date”), by and between Karbon-X Corp. ("the Company" or "KARX"), a Nevada corporation, and Chad Clovis ("Executive").

1. Appointment & Scope of Services

The Company hereby appoints Executive to and Executive agrees to accept the position of Chief Executive Officer with duties ordinary and usual to a Chief Executive Officer of a public company. Executive shall report to the Company's Board of Directors (the “Board”). Executive shall serve as a member of the Board and may serve as an officer and/or director of any Subsidiaries. Executive shall have such responsibilities and duties as are commensurate with the position of Chief Executive Officer in an entity comparable to the Company, including, without limitation, developing and implementing the Company’s products and technologies. The Board shall have the right to modify Executive’s duties from time to time as the Board may deem necessary or appropriate. Executive represents a

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LETTER OF OFFER

Date: 24-02-2020

CA No.: 20000492/CA/20/01

MEKAR SUBUR AV SDN BHD (1055070D)

NO. 35-G & 35-1,

JALAN 2/115A,

TAMAN PAGAR RUYUNG,

JALAN KUCHAI LAMA,

58200 KUALA LUMPUR MALAYSIA

Dear Sirs,

RE:	BANKING FACILITY GRANTED TO MEKAR SUBUR AV SDN BHD (1055070D) (“BORROWER”)

We, RHB Bank Berhad (“the Bank”) are pleased to inform you that the Bank has agreed to offer you the banking facility(ies) as stated below; subject to the following terms and conditions:-

1.	THE BANKING FACILITY(IES)

The banking facility granted or to be granted to you are as follows, subject to Government of Malaysia (GOM) providing its guarantee on the Banking Facility. Should the GOM decline to provide such guarantee on the Banking Facility, the Bank may at its absolute discretion terminate the Banking Facility or revise the terms and conditions of the Banking Facility.

	FACILITY		Limit
	SME Online Financing Term Loan		RM700,000.00

…

Date:	30/03/2020

PRIVATE & CONFIDENTIAL

MEKAR SUBUR AV SDN. BHD.

1055070D

NO. 35-G & 35-1 JALAN 2/115A

TAMAN PAGAR.RUYUNG JALAN KUCHAI LAMA

58200                                                      KUALA LUMPUR

W. PERSEKUTUAN

Dear Sir/Madam,

NOTIFICATION LETTER

Re : Standard Chartered Bank Business Instalment Loan (“the Facility”)

This is the full notification further to our earlier SMS informing you of the approval of your application for Business Instalment Loan facility with us.

	(i)	Facility Amount (RM)	:	1,000,000.00
	(ii)	Effective Interest Rate (% + BLR)	:	6.75% + 6.20% = 12.95% p.a on monthly rest basis	(variable rate)
	(iii)	Tenor (Months)	:	84
	(iv)	Monthly Installment Amount (RM)	:	18,164.79
	(v)	Guarantee Scheme (if applicable)	:	CGC
	(vi)	Loan Account Number	:	60080159
	(vii)	Date of disbursement	:	30/03/2020

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INDEMNIFICATION AGREEMENT

This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this_________ day of__________________ 2025 (the “Effective Date”) by and between MSAV Holdings Ltd, a Cayman Islands Business Company the “Company”), and_________________ (the “Indemnitee”).

WHEREAS, the Company believes it is essential to retain and attract qualified directors and officers;

WHEREAS, the Indemnitee is a director and/or officer of the Company;

WHEREAS, both the Company and the Indemnitee recognize the increased risk of litigation and other claims that may be asserted against directors and officers of public companies, as well as the possibility that in certain situations a threat of litigation may be employed to deter them from exercising their judgment in the best interests of the Company, and the consequent need to allocate the risk of personal liability through indemnification and insurance;

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MSAV Holdings Ltd

No. 35-1, Jalan 2/115a,

Taman Pagar Ruyung,

Off Jalan Kuchai Lama,

58200 Kuala Lumpur, Malaysia]

Telephone: (+6) 03 7972 3025

[●] [●], 2025

______________________

______________________

______________________

______________________

Re:	Director’s Agreement

Dear _______,

MSAV Holdings Ltd (the “Company”) is pleased to offer you a position as a director on its Board of Directors and as the Chair of the [●], and a member of the Audit Committee and the Compensation Committee that we intend to form (collectively the “Board”). This letter shall constitute an agreement (the “Agreement”) between you and the Company and contains all the terms and conditions relating to the services you are to provide.

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Dated this                  1st April 2026

BETWEEN

LIM LEGACY PROPERTIES SDN BHD

[Registration No.: 201401000035(1076105-T)]

AND

MEKAR SUBUR AV SDN BHD

[Registration No.: 201301025240(1055070-D)]

TENANCY AGREEMENT

DEMISED PREMISES:

LOT 5746, KEDAI B & KEDAI C, BATU 4½, JALAN KELANG LAMA, 58000 KUALA LUMPUR

TENANCY AGREEMENT

This Agreement is made the day and year stated in Item A of Schedule 1 hereto.

BETWEEN

(a)	“Landlord” the party whose particulars stated in Item B of Schedule 1 hereto which expression where the context so permits shall include its successors in title and assigns of the one part; and

(b)	“Tenant” the party whose particulars stated in Item C of Schedule 1hereto which expression where the context so permits shall include its successors in title and assigns of the other part.

WHEREAS

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