Browse EX-10 agreements

Snow Rothschild Acquisition Corp.

40 West 57th Street, Suite 1800

New York, NY 10019

 

June 8, 2026

 

Snow Rothschild Acquisition Sponsor LLC

40 West 57th Street, Suite 1800

New York, NY 10019

 

Re: Administrative Services Agreement

 

Ladies and Gentlemen:

 

This letter agreement by and between Snow Rothschild Acquisition Corp. (the “Company”) and Snow Rothschild Acquisition Sponsor LLC (the “Services Provider” or “Sponsor”), our sponsor, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Stock Market LLC (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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Execution Version

PLEDGE AND SECURITY AGREEMENT

 

THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of June 12, 2026, by and among FREQUENCY ELECTRONICS, INC., a Delaware corporation (the “Borrower”), FEI-ZYFER, Inc., a Delaware corporation (“FEI-ZYFER”) and any additional entities which become parties to this Security Agreement by executing a Security Agreement Supplement hereto in substantially the form of Annex I hereto (such additional entities, together with the Borrower and FEI-Zyfer, each a “Grantor”, and collectively, the “Grantors”), and JPMorgan Chase Bank, N.A. (the “Lender”).

 

PRELIMINARY STATEMENT

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CREDIT AGREEMENT

 

dated as of

 

June 12, 2026,

 

among

 

FREQUENCY ELECTRONICS, INC.,

 

THE OTHER LOAN PARTIES PARTY HERETO,

 

and

 

JPMORGAN CHASE BANK, N.A.

 

 

 

 

 

TABLE OF CONTENTS

 

 

Page

ARTICLE I Definitions

1

Section 1.01.   Defined Terms

1

Section 1.02.   Classification of Loans and Borrowings

22

Section 1.03.   Terms Generally

22

Section 1.04.   Accounting Terms; GAAP

22

Section 1.05.   Interest Rates; Benchmark Notification

22

Section 1.06.   Status of Obligations

23

Section 1.07.   Letters of Credit

23

Section 1.08.   Divisions

23

Article II The Credits

24

Section 2.01.   Commitments

24

Section 2.02.   Loans and Borrowings

24

Section 2.03.   Borrowing Procedures; Requests for Revolving Borrowings

24

Section 2.04.   Letters of Credit

25

Section 2.05.   Funding of Borrowings

28

Section 2.06.   Interest Elections

28

Section 2.07.   Termination and Increase of Commitment

29

Section 2.08.   Repayment of Loans; Evidence of Debt

30

Section 2.09.   Prepayment of Loans

30

Section 2.10.   Fees

31

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SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is entered into and effective as of June 12, 2026 (the “Execution Date”), by and between Universal Safety Products, Inc., a Maryland corporation (the “Company”) and SJC Lending, LLC, a Delaware limited liability company (including its designees, successors and assigns, the “Purchaser”).

 

RECITALS

 

WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue to Purchaser, and Purchaser shall purchase from the Company, from time to time as provided herein, up to Ten Million Six Hundred Thousand Dollars ($10,600,000) of principal face amount of convertible promissory notes of the Company (“Note” or “Notes”), which Notes are convertible into Conversion Shares (as defined herein) pursuant to the terms and conditions set forth in the Notes, the form of which is annexed hereto as Exhibit A.

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ENERGOUS CORPORATION

 

AMENDED AND RESTATED 2024 EQUITY INCENTIVE PLAN

 

(amended and restated effective: June 11, 2026)

 

Energous Corporation sets forth herein the terms and conditions of its Amended and Restated 2024 Equity Incentive Plan, as follows:

 

1. PURPOSE AND ESTABLISHMENT

 

1.1 Purpose

 

The Plan is intended to enhance the Company’s and its Affiliates’ ability to attract and retain highly qualified officers, Non-Employee Directors, employees and Consultants, and to motivate such officers, Non-Employee Directors, employees and Consultants to serve the Company and its Affiliates and to expend maximum effort to improve the business results and earnings of the Company, by providing to such persons an opportunity to acquire or increase a direct proprietary interest in the operations and future success of the Company. To this end, the Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, performance share units, other share-based awards and cash awards. Any of these

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EXECUTION VERSION

 

AMENDMENT TO AGREEMENT AND PLAN OF MERGER

 

This AMENDMENT, dated as of June 8, 2026 (this “Amendment”), to the Agreement and Plan of Merger (the “Agreement”), dated as of February 16, 2026, among Tenax Aerospace Acquisition, LLC, a Delaware limited liability company (“Tenax”), Air Industries Group, a Nevada corporation (“AIR”), and Transitory Air Sub LLC, a Delaware limited liability company and wholly owned Subsidiary of AIR (“Merger Sub”).

 

WHEREAS, Section 9.04 of the Agreement provides that (a) the Agreement may be amended by action taken by or on behalf of the Tenax Board, the AIR Board and the Board of Directors of Merger Sub at any time prior to the Effective Time and (b) the Agreement may not be amended except by an instrument in writing signed by each of the parties to the Agreement;

 

WHEREAS, the Tenax Board, the AIR Board and the Board of Directors of Merger Sub have each approved this Amendment; and

 

WHEREAS, each of the parties to the Agreement desires to amend the Agreement as set forth herein.

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Certain information has been excluded from this exhibit because it is both not material and is information that the registrant typically treats as private and confidential. Redacted information is indicated by [***].

PROMISSORY NOTE

THIS PROMISSORY NOTE (this “Note”) is made as of [***] by and between [***] a part of [***], a Delaware corporation having its principal place of business at [***] (including its successors and assigns, the “Lender”) and Air Industries Machining Corp., a New York corporation having an office and place of business at 1460 Fifth Avenue, Bay Shore, New York 11706 (including its successors and assigns, the “Borrower”). Lender and Borrower may also be referred to herein individually as a “Party” or collectively as the “Parties”.

RECITALS:

 

A.

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Plan Amendment

 

Amendment No. 2

 

TRINITY CAPITAL INC.

 

2019 NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PLAN

 

Pursuant to the power reserved to it in Section 9(A) of the Trinity Capital Inc. 2019 Non-Employee Director Restricted Stock Plan (the “Plan”), the Board of Directors of Trinity Capital Inc. hereby amends the Plan, effective June 10, 2026, as follows:

 

1. Section 3 is hereby amended and restated in its entirety to read as follows:

 

“3. SHARES SUBJECT TO THE PLAN

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DEFINIUM THERAPEUTICS, INC.

AMENDMENT NO. 1 TO THE 2025 Equity Incentive PLAN

WHEREAS, Definium Therapeutics, Inc. (the “Company”) maintains the Definium Therapeutics, Inc., 2025 Equity Incentive Plan, effective as of June 12, 2025 (as may be amended and restated from time to time, the “Plan”);

WHEREAS, pursuant to Section 5.3 of the Plan, the Board of Directors of the Company (the “Board”) may amend the Plan at any time; provided that, the effectiveness of any amendment to the Plan will be contingent on the approval of such amendment by the Company’s shareholders to the extent provided by the Board or required by Applicable Laws (including the rules of any Stock Exchange on which the Common Shares are listed (“Shareholder Approval”) subject to certain exceptions;

WHEREAS, the Board has determined that it is advisable and in the best interests of the Company and its shareholders to increase the number of Common Shares available for issuance under the Plan by 5,000,000 Common Shares (the “Share Increase”);

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MUTUAL TERMINATION AGREEMENT

 

This MUTUAL TERMINATION AGREEMENT (this “Agreement”) is made and entered into as of June 12, 2026 (the “Effective Date”), by and among M3-Brigade Acquisition V Corp., a Cayman Islands exempted company incorporated with limited liability (“M3”), and ReserveOne, Inc., a Delaware corporation (the “Company”).  Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the BCA (as defined below).

 

WHEREAS, (i) M3, (ii) the Company, (iii) ReserveOne Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of the Company, (iv) R1 SPAC Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Pubco, and (v) R1 Company Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Pubco have entered into that certain Business Combination Agreement, dated as of July 7, 2025 (the “BCA”);

 

WHEREAS, Section 7.1(a) of the BCA provides that the BCA may be terminated by the mutual written consent of M3 and the Company; and

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VOTING SUPPORT AND NON-REDEMPTION AGREEMENT

 

THIS VOTING SUPPORT AND NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of June 12, 2026, is made and entered into by and among the undersigned shareholder (the “Buyer”) and M3-Brigade Acquisition V Corp., a Cayman Islands exempted company incorporated with limited liability (the “SPAC”), MI7 Sponsor, LLC, a Delaware limited liability company (the “Seller”), ReserveOne, Inc., a Delaware corporation (“ReserveOne”), and ReserveOne Holdings, Inc., a Delaware corporation (“R-1 Holdings”).

 

Unless otherwise stated herein, capitalized terms used in this Agreement shall have the meanings ascribed to them in the prospectus relating to the registration statement on Form S-1 of M3-Brigade Acquisition V Corp. first filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 5, 2024 (Registration No. 333-279951), as amended and as declared effective on July 31, 2024, and as may be supplemented or post-effectively amended from time to time.

 

RECITALS

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SECURITIES PURCHASE AGREEMENT

 

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 12, 2026, is made and entered into by and among the undersigned investor (“Buyer”), MI7 Sponsor, LLC, a Delaware limited liability company (“Seller”), ReserveOne, Inc., a Delaware corporation (“ReserveOne”), ReserveOne Holdings, Inc., a Delaware corporation (“R-1 Holdings”), and M3-Brigade Acquisition V Corp., a Cayman Islands exempted company (the “SPAC”).

 

Unless otherwise stated herein, capitalized terms used in this Agreement shall have the meanings ascribed to them in the prospectus relating to the registration statement on Form S-1 of M3-Brigade Acquisition V Corp. first filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 5, 2024 (Registration No. 333-279951), as amended and as declared effective on July 31, 2024, and as may be supplemented or post-effectively amended from time to time (the “Registration Statement”).

 

RECITALS

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