Browse EX-10 agreements

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of June 16, 2026, and is made by and among Universal Insurance Holdings, Inc., a Delaware corporation (the “Company”), and the several purchasers of the Notes (as defined below) identified on the signature pages to the Purchase Agreement (as defined below) (collectively, the “Purchasers”).

This Agreement is made pursuant to the Note Purchase Agreement dated June 16, 2026 by and among the Company and each of the Purchasers (the “Purchase Agreement”), which provides for the sale by the Company to the Purchasers of $100,000,000 aggregate principal amount of the Company’s 7.75% Senior Unsecured Notes due 2031, which were issued on June 16, 2026 (the “Notes”). In order to induce each of the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the Purchasers’ obligations thereunder, the Company has agreed to provide to the Purchasers and their respective direct and indirect transferees and assigns the registration rights set forth in

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS

(i) NOT MATERIAL

AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

REDACTED INFORMATION IS MARKED WITH A [***].

 

June 12, 2026

Sean Rowles

[***]

Re: Offer of Employment with Oportun, Inc.

Dear Sean:

On behalf of Oportun, Inc. and Oportun Financial Corporation (collectively “Oportun”), I am delighted to offer you employment as Oportun’s Chief Risk Officer (the “CRO”). If you accept this offer letter agreement (the “Agreement”) and satisfy the conditions of acceptance set forth herein, your employment as CRO will commence on June 17, 2026 (“Start Date”) under the following terms:

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TRANSITION AGREEMENT AND RELEASE

This Transition Agreement and Release (“Transition Agreement”) is made by and between Patrick Kirscht (“Executive”), Oportun Financial Corporation (the “Parent”), and Oportun, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).

RECITALS

WHEREAS, Executive is employed by the Company;

WHEREAS, Executive signed an amended and restated offer letter entered into and effective as of February 11, 2019 and participates in the Parent Executive Severance and Change in Control Policy effective as of November 29, 2018 (the “Policy” and together with the offer letter, the “Employment Agreement”);

WHEREAS, Executive signed a Proprietary Information and Inventions Agreement dated January 29, 2008 (the “Proprietary Information Agreement”);

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FIRST AMENDMENT TO THE

TIDEWATER INC. AMENDED AND RESTATED 2021 STOCK INCENTIVE PLAN

 

This Amendment No. 1 (this “Amendment”) to the Tidewater Inc. (the “Company”) Amended and Restated 2021 Stock Incentive Plan (the “Plan”) is adopted by the Board of Directors (“Board”) of the Company on April 27, 2026. This Amendment will become effective upon approval by the stockholders of the Company at the Company’s 2026 annual meeting of stockholders.

 

WHEREAS, the Plan was initially adopted by the Board and became effective on June 8, 2021 following approval by the stockholders of the Company;

 

WHEREAS, the Board desires to amend the Plan, subject to approval by the stockholders of the Company, to increase the number of shares of Company common stock, $0.001 par value per share (“Common Stock”), available for issuance under the Plan;

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Word 8.0 Generic Normal Template, rev. 4/1/97, The Legal MacPac

EXHIBIT 10.2

NONQUALIFIED SUPPLEMENTAL****DEFERRED COMPENSATION PLAN ADOPTION AGREEMENT

This adoption agreement and the accompanying plan document have not been approved by the Department of Labor, Internal Revenue Service, Securities Exchange Commission, or any other governmental entity. Employers may not rely on this document or the accompanying plan document to ensure any particular tax consequences with respect to the Employer’s particular situation, nor do these documents constitute legal or tax advice. Pen-Cal and its employees cannot provide legal or tax advice in connection with these documents. Employers must determine the extent to which the Plan is subject to Federal or state securities laws. You should have your attorney review this document and the accompanying plan document before adopting the documents. This adoption agreement and accompanying plan document cannot be used in order to avoid penalties that may be imposed on the taxpayer.

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TRANSITION AGREEMENT

​

THIS TRANSITION AGREEMENT (this “Agreement”) is entered into to be effective on the 30th day of June, 2026 (“Effective Date”), by and between C&F FINANCE COMPANY (“C&F”), a Virginia corporation and S. DUSTIN CRONE (“Crone”):

RECITAL

This Agreement is entered into by the parties to reflect their agreement regarding the terms of Crone’s employment during the transition, commencing with the Effective Date, from President and Chief Executive Officer of C&F, through his retirement on December 31, 2026, and to replace the Employment Agreement, dated December 23, 2021, by and between C&F, C&F Financial Corporation and Crone (“Employment Agreement”), and the Amended and Restated Change in Control Agreement, dated December 23, 2021, by and between C&F Financial Corporation, C&F and Crone (“CIC Agreement”).

WITNESSETH:

That for and in consideration of the mutual covenants contained herein, the parties hereto do agree as follows:

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EPSILON ENERGY LTD.

**$**15,000,000

Common Shares

(no par value)

Sales Agreement

June 18, 2026

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Roth Capital Partners, LLC

888 San Clemente Drive, Suite 400

Newport Beach, CA 92660

​

Ladies and Gentlemen:

Epsilon Energy Ltd., a corporation incorporated under the laws of the Province of Alberta, Canada (the “Company”), confirms its agreement (this “Agreement”) with Roth Capital Partners, LLC (the “Agent”), as follows:

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FORM OF ASSET REPRESENTATIONS REVIEW AGREEMENT

 

among

 

EXETER AUTOMOBILE RECEIVABLES TRUST 2026-3, Issuer,

 

EXETER FINANCE LLC, Servicer,

 

and

 

CLAYTON FIXED INCOME SERVICES LLC, Asset Representations Reviewer

 

 

 

Dated as of May 31, 2026

 

 

 

 

 

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TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS

1

 

 

 

Section 1.1.

Definitions

1

Section 1.2.

Additional Definitions

1

 

 

 

ARTICLE II ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER

2

 

 

 

Section 2.1.

Engagement; Acceptance

2

Section 2.2.

Confirmation of Status

2

 

 

 

ARTICLE III ASSET REPRESENTATIONS REVIEW PROCESS

3

 

 

 

Section 3.1.

Asset Review Notices

3

Section 3.2.

Identification of Asset Review Receivables

3

Section 3.3.

Asset Review Materials.

3

Section 3.4.

Performance of Asset Reviews.

4

Section 3.5.

Asset Review Reports

4

Section 3.6.

Asset Review Representatives.

5

Section 3.7.

Dispute Resolution

5

Section 3.8.

Limitations on Asset Review Obligations.

5

 

 

 

ARTICLE IV ASSET REPRESENTATIONS REVIEWER

6

 

 

 

Section 4.1.

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FORM OF ACCESSION AGREEMENT

Reference is hereby made to that certain Intercreditor Agreement, dated as of December 9, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), among (i) Exeter Finance LLC, as servicer, (ii) Citibank, N.A., as intercreditor agent, and (iii) each Other Party that becomes a party thereto pursuant to the terms thereof.  Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Agreement.

This is an Accession Agreement and is being entered into pursuant to the Agreement.  Each undersigned Other Party hereby: (i) acknowledges and confirms that it has received a copy of the Agreement, (ii) agrees to be bound by the terms and conditions of the Agreement as if it were an original signatory thereto, (iii) acknowledges that it only has and will only have at any time rights to Remittances in respect of the Receivables that are owned by or pledged at such time to such Other Party pursuant to a Transaction Document under the related Transaction described in (A) below:

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FORM OF PURCHASE AGREEMENT

 

between

 

EFCAR, LLC Purchaser

 

and

 

EXETER FINANCE LLC

Seller

Dated as of May 31, 2026

 

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TABLE OF CONTENTS

 

Page

 

ARTICLE I.

DEFINITIONS

1

 

 

 

SECTION 1.1

General

1

SECTION 1.2

Specific Terms

1

SECTION 1.3

Usage of Terms

2

SECTION 1.4

[Reserved].

2

SECTION 1.5

No Recourse

2

SECTION 1.6

Action by or Consent of Noteholders and Certificateholders

2

 

 

 

ARTICLE II.

CONVEYANCE OF THE EFLLC RECEIVABLES AND THE EFLLC OTHER CONVEYED PROPERTY

3

 

 

 

SECTION 2.1

Conveyance of the EFLLC Receivables and the EFLLC Other Conveyed Property.

3

 

 

 

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

4

 

 

 

SECTION 3.1

Representations and Warranties of Seller

4

SECTION 3.2

Representations and Warranties of Purchaser

8

SECTION 3.3

Representations and Warranties of Seller as to each EFLLC Receivable

10

 

 

 

ARTICLE IV.

COVENANTS OF SELLER

10

 

 

 

SECTION 4.1

Protection of Title of Purchaser.

10

SECTION 4.2

Other Liens or Interests

12

SECTION 4.3

Costs and Expenses

12

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FORM OF CONTRIBUTION AGREEMENT

 

 

between

 

 

EXETER HOLDINGS TRUST 2026-3 Transferee

 

 

and

 

 

EXETER AUTOMOBILE RECEIVABLES TRUST 2026-3 Transferor

 

 

 

 

 

 

Dated as of May 31, 2026

 

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TABLE OF CONTENTS

 

Page

 

ARTICLE I      DEFINITIONS

1

 

 

SECTION 1.1 General

1

SECTION 1.2 Specific Terms

1

SECTION 1.3 Usage of Terms

2

SECTION 1.4 [Reserved].

2

SECTION 1.5 No Recourse

2

SECTION 1.6 Action by or Consent of Noteholders and Certificateholders

3

 

 

ARTICLE II     TRANSFER OF THE CONVEYED ASSETS

3

 

 

SECTION 2.1 Transfer of the Conveyed Assets.

3

 

 

ARTICLE III   REPRESENTATIONS AND WARRANTIES

4

 

 

SECTION 3.1 Representations and Warranties of Transferor

4

SECTION 3.2 Representations and Warranties of Transferee

6

 

 

ARTICLE IV   COVENANTS OF SELLER

8

 

 

SECTION 4.1 Protection of Title of Transferee.

8

SECTION 4.2 Other Liens or Interests

9

SECTION 4.3 Costs and Expenses

9

 

 

ARTICLE V     MISCELLANEOUS

9

 

 

SECTION 5.1 Liability of Transferor

9

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FORM OF CUSTODIAN AGREEMENT

among

EXETER FINANCE LLC, as Custodian,

EXETER FINANCE LLC, as Servicer,

and

CITIBANK, N.A., as Indenture Trustee

Dated as of May 31, 2026

 

 

 

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THIS CUSTODIAN AGREEMENT, dated as of May 31, 2026, is made with respect to the issuance of Notes and Certificates by Exeter Automobile Receivables Trust 2026-3 (the “Issuer”), and is among EXETER FINANCE LLC, as custodian (in such capacity, the “Custodian”), EXETER FINANCE LLC, as servicer (in such capacity, the “Servicer”), and CITIBANK, N.A., a national banking association, as indenture trustee (in such capacity, the “Indenture Trustee”).  Capitalized terms used herein which are not defined herein shall have the meanings set forth in the Sale and Servicing Agreement (as hereinafter defined).

 

W I T N E S S E T H:

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