Browse EX-10 agreements

Exhibit 10.1

 

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

  

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 5 2026, is made and entered into by and among Factorial Energy Inc., a Delaware corporation (the “Company”) (formerly known as Cartesian Growth Corporation III, a Cayman Islands exempted company, prior to its domestication as a Delaware corporation), CGC III Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), CGC III Sponsor DirectorCo LLC, a Cayman Islands limited liability company (“DirectorCo”), Cantor Fitzgerald & Co. (“Cantor,” and together with DirectorCo, the “Cartesian Existing Investors”), certain former stockholders of Factorial Inc., a Delaware corporation (“Factorial”), set forth on Schedule 1 hereto (such stockholders, the “Factorial Holders”), certain stockholders of the Company as set forth on Schedule 2 hereto (such stockholders, the “Non-Redemption Holders”), and other persons and entities (collectively with the Sponsor, the Cartesian Existing Investors, the Factorial Holder

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Exhibit 10.20

 

FACTORIAL ENERGY INC. SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN

 

Purpose

 

This Senior Executive Cash Incentive Bonus Plan (the “Incentive Plan”) is intended to provide an incentive for superior work and to motivate eligible executives of Factorial Energy Inc. (the “Company”) and its subsidiaries toward even higher achievement and business results, to tie their goals and interests to those of the Company and its stockholders and to enable the Company to attract and retain highly qualified executives. The Incentive Plan is for the benefit of Covered Executives (as defined below).

 

Covered Executives

 

From time to time, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) may select certain key executives (the “Covered Executives”) to be eligible to receive bonuses hereunder. Participation in the Incentive Plan does not change the “at will” nature of a Covered Executive’s employment with the Company.

 

Administration

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Exhibit 10.21

 

Factorial Energy Inc. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

 

The purpose of this Non-Employee Director Compensation Policy (the “Policy”) of Factorial Energy Inc. (the “Company”) is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries (“Outside Directors”). This Policy will become effective as of date immediately preceding the closing of the transactions contemplated by that certain Business Combination Agreement, dated as of December 17, 2025, by and among Cartesian Growth Corporation III, Fenway MS, Inc. and the Company (the “Effective Date”). In furtherance of the purpose stated above, all Outside Directors shall be paid compensation for services provided to the Company as set forth below:

 

Cash Retainers

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Exhibit 10.17

 

FACTORIAL ENERGY INC. 2026 EQUITY INCENTIVE PLAN

 

SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS

 

The name of the plan is the Factorial Energy Inc. 2026 Equity Incentive Plan (as amended from time to time, the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Factorial Energy Inc. (the “Company”) and its Affiliates upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer alignment of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company or one of its Affiliates.

 

The following terms shall be defined as set forth below:

 

“Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

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Exhibit 10.12

 

EXECUTIVE EMPLOYMENT AGREEMENT

 

This Executive Employment Agreement (“Agreement”) is made by and between Factorial Inc. (the “Company”) and Joseph Taylor (the “Executive” and, together with the Company, the “Parties”), and shall be effective, subject to, and as of, the consummation of the transactions contemplated by the Business Combination Agreement, dated as of December 17, 2025, by and among Cartesian Growth Corporation III, Fenway MS, Inc. and the Company (the “Effective Date”).

 

WHEREAS, the Company desires to continue employing the Executive and the Executive desires to continue to be employed by the Company on the terms and conditions contained herein.

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

 

1.             Employment.

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Document

     Exhibit 10.1

SEPARATION AGREEMENT AND GENERAL RELEASE

This is a Separation Agreement and General Release (the “Agreement”) between Parker White (“Executive”) and DeFi Development Corp., a Delaware corporation (the “Company”), concerning Executive’s separation from employment with the Company. Executive and the Company collectively shall be referred to herein as the “Parties,” or each individually as a “Party.” Terms not otherwise defined in this Agreement shall have the meaning set forth in the Amended and Restated Employment Agreement between the Parties effective January 1, 2026 (the “Employment Agreement”).

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INCREMENTAL AMENDMENT NO. 3 TO CREDIT AND GUARANTY AGREEMENT

INCREMENTAL AMENDMENT NO. 3 TO CREDIT AND GUARANTY AGREEMENT, dated as of June 10, 2026 (this “Amendment”), to the Existing Credit Agreement (as defined below), by and among RADNET MANAGEMENT, INC., a California corporation (the “Borrower”), RADNET, INC., a Delaware corporation (“Holdings”), CERTAIN SUBSIDIARIES AND AFFILIATES OF THE BORROWER, as Guarantors, the Lenders party thereto from time to time, BARCLAYS BANK PLC (“Barclays Bank”), as administrative agent and collateral agent under the Existing Credit Agreement (as defined below) (in such capacity, the “Administrative Agent”), each Person party hereto identified as a “2026 Refinancing Term Lender” on the signature pages hereto (each, a “2026 Refinancing Term Lender” and together, the “2026 Refinancing Term Lenders”), each Revolving Lender party hereto and each party hereto identified as a “2026 Incremental Term Lender” on the signature pages hereto (each, a “2026 Incremental Term Lender”).

 

RECITALS:

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 4, 2026, by and between NETCAPITAL INC., a Utah corporation, with its address at 1 Lincoln Street, Boston, Massachusetts 02111 (the “Company”), and Vanquish Funding Group Inc., a Virginia corporation, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 (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 the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”); and

 

B. Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, a promissory note of the Company, in the form attached hereto as Exhibit A, in the aggregate principal amount of $182,120.00 (including $25,120.00 of Original Issue Discount) (the “Note”).

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Document

DREAM FINDERS HOMES, INC.

FORM OF INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”), made and entered into as of the ___ day of _________, 202__ by and between Dream Finders Homes, Inc., a Texas corporation (the “Corporation”), and ________________ (“Indemnitee”).

W I T N E S S E T H:

WHEREAS, Indemnitee is currently serving or is about to begin serving as a director and/or officer of the Corporation and/or in another Corporate Status, and Indemnitee is willing, subject to, among other things, the Corporation’s execution and performance of this Agreement, to continue in or assume such capacity or capacities;

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AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

 

This AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of June 5, 2026 and entered into by and among J & J SNACK FOODS CORP., a New Jersey corporation (“J&J”), the other Borrowers identified on the signature pages hereto (jointly and severally with J&J, the “Borrowers” and each a “Borrower”), the lenders party hereto (the “Lenders”) and CITIZENS BANK, N.A., in its capacity as Administrative Agent (the “Agent”), and is made with reference to that certain Second Amended and Restated Credit Agreement dated as of December 16, 2021 (as amended, restated, supplemented, extended, or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrowers, the lenders party thereto and the Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement.

 

RECITALS

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AMENDMENT NO. 2

This AMENDMENT NO. 2 (this “Amendment”) is made as of June 4, 2026, by and among:

AMERICAN EAGLE OUTFITTERS, INC., a Delaware corporation (the “U.S. Borrower”);

AMERICAN EAGLE OUTFITTERS CANADA CORPORATION, an unlimited liability company formed under the laws of Nova Scotia (the “Canadian Borrower” and, together with the U.S. Borrower, the “Borrowers”);

each of the other Loan Parties referred to on the signature pages hereof (collectively, with the Borrowers, the “Loan Parties”);

PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Agent”) for the Secured Parties; and

the Lenders referred to on the signature pages hereof.

WITNESSETH:

A.

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SECURITIES PURCHASE AGREEMENT

 

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 3, 2026, by and between Netcapital Inc., a Utah corporation, with headquarters located at 1 Lincoln Street, Boston, MA 02111 (the “Company”), and LABRYS FUND II, L.P., a Delaware limited partnership, with its address at 145 Tremont Street, Suite 201-1408, Boston, MA 02111 (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;

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