Browse EX-10 agreements

exhibit10-4xdirectorirre

DEED OF IRREVOCABLE UNDERTAKING DIRECTOR SHAREHOLDER To: Ingredion Incorporated ("Ingredion") 5 Westbrook Corporate Center Westchester, IL 60154 USA _______________ June 2026 RECOMMENDED CASH OFFER FOR TATE & LYLE PLC ("TATE & LYLE") BY INGREDION I understand that Ingredion intends to announce a firm intention to acquire the entire issued and to be issued ordinary share capital of Tate & Lyle (the "Acquisition") by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Companies Act") (including any new, increased, renewed or revised scheme of arrangement, the terms of which are at least as favourable to Tate & Lyle shareholders as the Rule 2.7 Announcement) (the "Scheme") substantially on the terms and conditions set out or referred to in the draft press announcement attached to this deed (the "Rule 2.7 Announcement"), together with such additional terms and conditions as may be required to comply with any applicable law and regulation and the City Code on Takeovers and Mergers (the "Code") or such non-material additiona

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Exhibit 10.1

Stifel Financial Corp. 2001 Incentive Stock Plan (2018 Restatement)

 

Background and Purpose

Stifel Financial Corp. (the “Corporation”) adopted the Stifel Financial Corp. 2001 Incentive Stock Plan (the “ISP”) at its annual stockholder meeting in 2001 and has amended it from time to time, with the consent of the Corporation’s stockholders, most recently in 2016. The Corporation adopted (the “EIP”) at its annual shareholder meeting in 2000, and has amended it from time to time, with the consent of the Corporation’s stockholders, most recently in 2016. The Corporation now wishes to have a single equity incentive plan for key employees, directors, officers and consultants and has amended and restated the ISP into this 2001 Incentive Stock Plan (2018 Restatement) (as it may be further amended from time to time, the “Plan”). The purpose of the Plan is to encourage key employees, directors, officers and consultants of the Corporation as may be designated in the manner set forth in this Plan, to be granted benefits of the kind set forth in thi

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AGREEMENT

TO

CONVERT DEBT TO EQUITY

This Agreement to Convert Debt to Equity (the “Conversion Agreement”) is entered into as of June 5, 2026, by and between RHY Management LLC (the “Creditor”) and Rain Enhancement Technologies Holdco, Inc. (the “Company”).

 

RECITALS:

 

WHEREAS, the Creditor entered into a loan agreement, dated as of December 30, 2024 (as amended, the “Loan Agreement”), pursuant to which (i) the Creditor rolled over an aggregate of $3,064,403.66 of outstanding loans made by the Creditor and its affiliates to the Company and its affiliates (the “Rollover Loan”) and (ii) the Creditor provided a line of credit loan in the amount of $7,000,000 (as amended, the “Line of Credit Loan”);

 

WHEREAS, on March 11, 2026, the compensation committee of the Company’s board of directors and the full board of directors approved repayment of the amounts due under the Loan Agreement of up to 30% of any amount received by the Company from any potential future capital raise net of any underwriting, legal, and accounting fees and related costs;

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JOINDER TO LOCK-UP AGREEMENT

June 5, 2026

 

Reference is made to the Lock-Up Agreement, dated as of December 31, 2024, by and among Rain Enhancement Technologies Holdco, Inc. (the “Company”), Coliseum Acquisition Corp., and the Securityholders (as defined therein) from time to time party thereto (as may be amended from time to time, the “Lock-Up Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Lock-Up Agreement.

 

On or about the date hereof, RHY Management LLC (the “Creditor”) entered into an Agreement to Convert Debt to Equity (the “Conversion Agreement”), pursuant to which the Creditor and the Company agreed to convert an aggregate of $4,000,000 of outstanding debt owed by the Company to the Creditor into an aggregate of 1,612,903 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Conversion Shares”), and in connection therewith the Creditor agreed to subject the Conversion Shares to the Lock-Up Agreement.

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Document

Exhibit 10.1

ARCUTIS BIOTHERAPEUTICS, INC.

AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

This Arcutis Biotherapeutics, Inc. (the “Company”) Amended and Restated Non-Employee Director Compensation Program (this “Program”) has been adopted under the Company’s 2020 Equity Incentive Plan (the “Plan”) and shall be effective, as amended and restated herein, as of June 5, 2026 (the “Effective Date”). Capitalized terms not otherwise defined herein shall have the meaning ascribed in the Plan.

Cash Compensation

Effective upon the Effective Date, annual retainers will be paid in the following amounts to Non-Employee Directors:

Board Service

Non-Employee Director

$

50,000 

Additional Board Service

Non-Executive Chair

$

40,000 

Additional Committee Service

Chair

Non-Chair

Audit Committee Member

$

20,000 

$

10,000 

Compensation Committee Member

$

18,000 

$

9,000 

Nominating and Corporate Governance Committee Member

$

10,000 

$

5,000

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EXHIBIT 10.1

PURCHASE AND SALE AGREEMENT

(14939 Metcalf Avenue, Overland Park, Kansas 66223)

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of June 8, 2026 (the “Effective Date”), by and between 14939 METCALF AVE., LLC, a Texaslimited liability company (“Seller”), and MEDALIST DIVERSIFIED, INC., a Maryland corporation, or its assigns (collectively, “Buyer”). Seller and Buyer are each referred to herein as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, Seller is the owner of certain real property located at 14939 Metcalf Avenue, Overland Park, Kansas 66223, consisting of approximately 1.64 acres of land improved with a one-story automotive service building of approximately 16,100 square feet commonly known as the Caliber Collision, Overland Park, Kansas facility, as more particularly described on Exhibit A attached hereto (the “Land”);

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AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN

ADOPTED BY THE BOARD OF DIRECTORS: MARCH 22, 2026

APPROVED BY THE STOCKHOLDERS: JUNE 5, 2026

EFFECTIVE DATE: JUNE 5, 2026

 

1.

GENERAL.

(a) Successor to and Continuation of Prior Plan. The Plan was originally adopted by the Board on May 30, 2018, approved by the Company’s stockholders on June 1, 2018 and initially became effective as of the IPO Date. The Plan is intended as the successor to and continuation of the Verrica Pharmaceuticals Inc. 2013 Equity Incentive Plan (the “Prior Plan”) and is hereby amended and restated as of the Effective Date.

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AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT

THIS AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of June 5, 2026 (the “Amendment Effective Date”), is entered into among PennantPark Investment Advisers, LLC, a Delaware limited liability company, as the collateral manager (the “Collateral Manager”), PennantPark Private Income Fund SPV LLC, a Delaware limited liability company, as the borrower (the “Borrower”), the Lenders party hereto, CIBC Bank USA, as the administrative agent (the “Administrative Agent”) and Western Alliance Trust Company, National Association, not in its individual capacity but as the collateral agent (the “Collateral Agent”) and as the document custodian (the “Document Custodian”).

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NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal Amount: US$300,000

Issue Date: June 3, 2026

Purchase Price: US$250,000.00

 

CONVERTIBLE NOTE

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated and effective May 24, 2026, by and between EDGEMODE, INC**.,** a Nevada corporation, with headquarters located at 110 E. Broward Blvd., Suite 1700, Ft. Lauderdale, FL 33301 (the "Company") and IG Holdings Inc, with its address at 30 BILTMORE ESTATES - PHOENIX, AZ 85016, (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");

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REGISTRATION RIGHTS AGREEMENT

 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 8, 2026 by and among LiqTech International, Inc., a Nevada corporation (the “Company”), and the “Investors” named in that certain Debt Cancellation and Exchange Agreement, dated as of May 26, 2026, by and among the Company and such Investors (the “Debt Cancellation Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Debt Cancellation Agreement unless otherwise defined herein.

 

The parties hereby agree as follows:

 

1.    Certain Definitions.

 

As used in this Agreement, the following terms shall have the following meanings:

 

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act.

 

“Investors” means the Investors set forth on Schedule I of the Debt Cancellation Agreement.

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REDEMPTION AGREEMENT

 

This Redemption Agreement (this “Agreement”) is entered into as of June 3, 2026 (the “Effective Date”), by and between Super League Enterprise, Inc., a Delaware corporation (“SLE” or the “Company”), on the one hand, and Yield Point NY, LLC, a New York limited liability company (“YP” or the “Holder”), on the other hand. SLE and YP are each referred to herein as a “Party” and collectively as the “Parties.”

 

RECITALS

 

WHEREAS, YP is the registered holder of 1,153 shares of Series C Convertible Preferred Stock of SLE (the “Series C Preferred Stock”), having an aggregate stated value of one million one hundred fifty-three thousand dollars ($1,153,000.00) (the “Stated Value”);

 

WHEREAS, SLE and YP previously entered into an Equity Line of Credit arrangement providing for up to twenty million dollars ($20,000,000.00) (the “ELOC”).

 

WHEREAS, SLE desires to redeem all 1,153 shares of Series C Preferred Stock held by YP, and YP desires to have such shares redeemed, on the terms and subject to the conditions set forth in this Agreement; and

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