Browse EX-10 agreements

CREDIT AGREEMENT

among

NORTHWESTERN CORPORATION,

as Borrower,

The Several Lenders from Time to Time as Parties Hereto,

BOFA SECURITIES, INC.,

BMO BANK N.A.,

KEYBANK NATIONAL ASSOCIATION

and

U.S. BANK NATIONAL ASSOCIATION,

as Joint Lead Arrangers and Joint Bookrunners

and

BANK OF AMERICA, N.A.,

as Administrative Agent

Dated as of May 27, 2026

CREDIT AGREEMENT

NORTHWESTERN (2026)

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Page

1.1Defined Terms1

1.2Other Definitional Provisions18

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS20

2.1Term Loans20

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CONFIDENTIAL

Final Form of Document

INVESTOR RIGHTS’ AGREEMENT

THIS INVESTOR RIGHTS’ AGREEMENT (this “Agreement”), is made as of [], 2026, by and between Forbright, Inc., a Delaware corporation (the “Company”), and [] (the “Investor”).

RECITALS

WHEREAS, the Company and its Affiliates (as defined herein) intend to consummate the transactions described in the Registration Statement on Form S-1 (Registration No. []) (the “IPO”); and

WHEREAS, the Investor and the Company desire to address herein certain relationships among themselves with respect to the governance of the Company.

NOW, THEREFORE, in consideration of the mutual covenants and understandings defined herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties here to hereby agree as follows:

NOW, THEREFORE, the parties hereby agree as follows:

1.    Definitions. For purposes of this Agreement:

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FORBRIGHT, INC.

2026 OMNIBUS INCENTIVE PLAN

DIRECTOR RESTRICTED STOCK UNIT GRANT NOTICE

Forbright, Inc., a Delaware corporation (the “Company”), pursuant to its 2026 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”), hereby grants [●] (the “Participant”) this award of Restricted Stock Units as set forth below (the “Award”). The Award is subject to all of the terms and conditions as set forth in this Restricted Stock Unit Grant Notice (the “Grant Notice”), the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “RSU Award Agreement”), and the Plan, all of which are incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the RSU Award Agreement will have the same definitions as in the Plan or the RSU Award Agreement. If there is any conflict between the terms in this Grant Notice and the Plan, the terms of the Plan will control.

Date of Grant: [●]

Number of Restricted Stock Units Granted: [●]

Vesting Terms:

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FORBRIGHT, INC.

NON-EMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN

Section 1.						Purpose and Effective Date

The name of the Plan is the Forbright, Inc. Non-Employee Director Deferred Compensation Plan. The purpose of the Plan is to provide the non-employee members of the Board of Directors (the “Board”) of Forbright, Inc., a Delaware corporation (the “Company”), with a means to defer compensation earned as a member of the Board.

The Plan is effective as of the date that the registration statement on Form S-1 that is filed by the Company with respect to its initial public offering covering the offer and sale by the Company of its Common Stock is declared effective by the U.S. Securities and Exchange Commission (the “Effective Date”).

Section 2.						Definitions

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FORM OF INVESTOR RIGHTS’ AGREEMENT

THIS INVESTOR RIGHTS’ AGREEMENT (this “Agreement”), is made as of [ó], 2026, by and [between][among] Forbright, Inc., a Delaware corporation (the “Company”), and [ó] (the “Investor”) [and, solely for purposes of Section 3, Section 4.5, Section 8 and Section 9 hereof, [ó] (each, an “Affiliate Party”, and collectively, the “Affiliate Parties”)]1.

RECITALS

WHEREAS, the Company and its Affiliates (as defined herein) intend to consummate the transactions described in the Registration Statement on Form S-1 (Registration No. 333-295966) (the “IPO”); and

WHEREAS, the Investor and the Company desire to address herein certain relationships among themselves with respect to the governance of the Company.

NOW, THEREFORE, in consideration of the mutual covenants and understandings defined herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

NOW, THEREFORE, the parties hereby agree as follows:

1.    Definitions. For purposes of this Agreement:

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THE SECURITIES REPRESENTED BY THIS AGREEMENT HAVE BEEN ACQUIRED

FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES

ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES

LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE

OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE

SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

FORBRIGHT, INC.

AWARD AGREEMENT

This Award Agreement (this “Agreement”) is made and entered into this [●] day of [●], [●] (the “Date of Grant”), by and between (i) Forbright, Inc. (f/k/a Congressional Bancshares, Inc., the “Company”) and (ii) [●] (the “Participant”), an employee of Forbright Bank, a wholly owned subsidiary of the Company (the “Bank”).

RECITALS

A.    The Company has adopted the Congressional Bancshares, Inc. 2014 Stock Incentive Plan, as amended (the “Plan”), authorizing the Company to make awards to persons associated with the Company and the Bank (as applicable).

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[Form of Non-Employee Director RSU Award Agreement for use beginning May 2026]

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DOLLAR GENERAL CORPORATION

RESTRICTED STOCK UNIT AWARD AGREEMENT

​

THIS AGREEMENT (this “Agreement”), dated as of [___________] (the “Grant Date”), is made by and between Dollar General Corporation, a Tennessee corporation (hereinafter referred to as the “Company”), and the individual whose name is set forth on the signature page hereof, who is a Non-Employee Director of the Company (hereinafter referred to as the “Grantee”). Any capitalized terms used but not otherwise defined in this Agreement shall have the meaning set forth in the Dollar General Corporation 2021 Stock Incentive Plan, as such Plan may be amended from time to time (the “Plan”).

​

WHEREAS, the Company wishes to carry out the Plan, the terms of which are hereby incorporated by reference and made a part of this Agreement; and

​

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LIMITED WAIVER AND AMENDMENT NO. 9 TO AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT

This LIMITED WAIVER AND AMENDMENT NO. 9 TO AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT (this “Amendment”) is entered into as of June 1, 2026, by and among PHOENIX ENERGY ONE, LLC, a Delaware limited liability company and formerly known as PHOENIX CAPITAL GROUP HOLDINGS, LLC (the “Company”), PHOENIX OPERATING LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party hereto, the Specified Additional Guarantor, the Lenders party hereto and FORTRESS CREDIT CORP., as Administrative Agent, Collateral Agent and Technical Agent. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Credit Agreement referenced below.

RECITALS

This Amendment is entered into in reference to the following facts:

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DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of this ___ day of _____, 20___ between Borealis Foods Inc. (the “Corporation”), a corporation amalgamated under the Business Corporations Act (Ontario) and _____________(the “Indemnified Party”).

RECITALS:

A. The Corporation is permitted to indemnify its directors, officers and employees to the extent permitted herein. The Corporation considers it desirable and in the best interests of the Corporation to attract and retain the services of highly qualified individuals such as the Indemnified Party to serve as a director, officer and/or employee of the Corporation and to therefore enter into this Agreement to set out the circumstances and manner in which the Indemnified Party may be indemnified in respect of certain liabilities or expenses which the Indemnified Party may incur as a result of acting as a director, officer and/or employee of the Corporation.

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Exhibit 10.2

Execution Version

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 1, 2026, by and among ESAB Corporation, a Delaware corporation (the “Company”), and the several signatories hereto.

This Agreement is made pursuant to the Purchase Agreement (the “Mandatory Convertible Preferred Stock Purchase Agreement”), dated as of the date hereof between the Company and each purchaser signatory thereto (each a “Purchaser” and collectively, the “Purchasers”).

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 of the Holders agree as follows:

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Execution Version

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 1, 2026, by and among ESAB Corporation, a Delaware corporation (the “Company”), and the several signatories hereto.

This Agreement is made pursuant to the Purchase Agreement (the “Common Stock Purchase Agreement”), dated as of the date hereof between the Company and each purchaser signatory thereto (each a “Purchaser” and collectively, the “Purchasers”).

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 of the Holders agree as follows:

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

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