Browse EX-10 agreements

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SWAP TRANSACTION CONFIRMATION

To:	Roanoke Gas Company ("Counterparty")
Attention:	Tim Mulvaney
Phone:
Email:	tim_mulvaney@rgcresources.com
From:	Pinnacle Bank ("Pinnacle")
Attention:	Jim Dorwaldt
Phone:	205-868-6474
Email:	JimDorwaldt@Synovus.com
Reference:	DPI820492
Unique Transaction Identifier (UTI):	549300CDOC4F7XSRG390820492
Unique Product Identifier (UPI):	QZF25J67LDS9
Date:	June 02, 2026

Dear Sir / Madam,

The purpose of this letter (this "Confirmation") is to confirm the terms and conditions of the transaction ("Transaction") entered into between Pinnacle Bank and Roanoke Gas Company.

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FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”) is made as of June 2, 2026, 2026, by and among ROANOKE GAS COMPANY, a Virginia corporation (the “Borrower”), RGC RESOURCES, INC., a Virginia corporation (the “Guarantor”), and PINNACLE BANK, a Tennessee bank (the “Lender”).

RECITALS

A.         Lender and Borrower entered into that certain Amended and Restated Loan Agreementdated as of March 24, 2023, as modified and amended by that certain Amendment to Promissory Note and Loan Agreement dated as of March 31, 2024, as further amended by that certain Second Amendment to Loan Agreement dated as of March 31, 2025, as further amended by that certain First Amendment to Amended and Restated Promissory Note and Third Amendment to Loan Agreement dated as of March 17, 2026 (as further modified or amended from time to time, collectively, the “Loan Agreement”), setting forth the terms and conditions of the Loan. Capitalized terms not otherwise defined herein shall have the meanings set

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PROMISSORY NOTE

(Delayed Draw Term Loan)

$15,000,000.00	June 2, 2026

         FOR VALUE RECEIVED, the undersigned, ROANOKE GAS COMPANY, a Virginia corporation (“Borrower”) unconditionally promises to pay to the order of PINNACLE BANK, a Tennessee bank(the “Bank”), without offset or deduction at 202 Campbell Avenue SE, Roanoke, Virginia 24013 or such other address as Bank shall designate, in lawful money of the United States of America, the principal sum of FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00), or so much thereof as may be advanced and unpaid, together with interest at the rate(s) specified herein from the date on which any portion of the loan (the “Loan”) evidenced by this note (as modified, amended, renewed, restated or replaced from time to time, this “Note”) shall be advanced until paid in full.

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SUBSCRIPTION AGREEMENT

			To:			Ares Real Estate Income Trust Inc. One Tabor Center 1200 Seventeenth Street, Suite 2900 Denver, CO 80202

			Re:			Subscription Agreement for the Purchase of Class B Common Shares (this “Subscription Agreement”)

Ares Perigee Finance HoldCo L.P., a limited partnership formed under the laws of the State of Delaware (“Perigee SPV”), as of the 29th day of May, 2026, agrees to purchase a number of shares (the “Securities”) of Class B common stock, par value $0.01 per share (the “Class B Common Shares”), of Ares Real Estate Income Trust Inc., a Maryland corporation (the “Company”), in a purchase amount equal to $100,000,000 pursuant to the terms and conditions of this Subscription Agreement.

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Settlement Agreement

This Settlement Agreement (“Agreement”) is made by and between Invech Holdings, Inc. (“IVI”), a Wyoming corporation, with an address of 1603 Capitol Avenue Suite 413 PMB 1777 Cheyenne, WY 82001, and ARNOLD F. SOCK (“AFS”), an individual, with the address of P.O. Box 25847 Los Angeles, CA 90025 on this 1st day of June 2026. IVI and AFS are, collectively, the “Parties. The Parties agree to fully resolve and settle for their mutual benefit an undisputed IVI obligation due AFS, and in consideration therefore, agree as follows:

1. IVI has issued to AFS one million two hundred thousand shares of IVHI common stock per the AFS engagement letter with IVI dated February 12, 2026. The shares were to be earned quarterly in the amount of three hundred thousand shares. Three hundred thousand shares have been earned as of the first quarter of 2026, ending on March 31, 2026.

2. AFS has billed IVI for $3,450 for the month of May 2026 legal services. There remains an unpaid balance of $2,950 for services prior to May 2026. The total due as of June 1, 2026 is $6,400.

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CLIMB GLOBAL SOLUTIONS, INC.

2021 OMNIBUS INCENTIVE PLAN

(AMENDED AND RESTATED EFFECTIVE AS OF JUNE 2, 2026)

	SECTION 1.	GENERAL PURPOSE OF THE PLAN; DEFINITIONS

This Climb Global Solutions, Inc. 2021 Omnibus Incentive Plan (“Plan”) is hereby amended and restated as set forth herein , effective as of June 2, 2026 (“Amending Restatement”). The Plan, formerly known as the Wayside Technology Group, Inc. 2021 Omnibus Incentive Plan, was originally approved by stockholders at the 2021 Annual Meeting in June 2021. The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Climb Global Solutions, 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 identification of their interests with those of the Company and its stoc

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AMENDMENT TO

UPLAND SOFTWARE, INC.

2024 OMNIBUS INCENTIVE PLAN

April 8, 2026

This Amendment (this “Amendment”) to the Upland Software, Inc. 2024 Omnibus Incentive Plan, as amended from time to time (the “Plan”), is adopted by the Board of Directors of Upland Software, Inc., a Delaware corporation (the “Company”) on the date set forth above, effective as of the date it is approved by the Company’s stockholders. The Plan is hereby amended, subject to and effective as of the date of such stockholder approval, as follows:

1.    Section 3(a) of the Plan is hereby deleted and replaced in its entirety by the following:

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Exhibit 10.1

THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS SAFE AND UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.

ETRONIUM AI INC.

SAFE

(Simple Agreement for Future Equity)

THIS CERTIFIES THAT in exchange for the payment by AMC Robotics Corporation (the “Investor”) of $500,000 (the “Purchase Amount”) on or about ____, 2026, Etronium AI Inc., a North Carolina corporation (the “Company”), issues to the Investor the right to certain shares of the Company’s Capital Stock, subject to the terms described below.

The “Post-Money Valuation Cap” is $______. See Section 2 for certain additional defined terms.

	1.	Events

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Execution Version

FIRST LIEN CREDIT AGREEMENT

dated as of June 4, 2026

among

WARNER BROS. DISCOVERY, INC.

as Holdco,

DISCOVERY GLOBAL HOLDINGS, INC.

as Parent Borrower,

THE DESIGNATED SUBSIDIARY BORROWERS

FROM TIME TO TIME PARTY HERETO,

THE LENDERS

FROM TIME TO TIME PARTY HERETO,

JPMORGAN CHASE BANK, N.A.,

as U.S. Administrative Agent and Collateral Agent,

and

J.P. MORGAN SE,

as Non-U.S. Administrative Agent

JPMORGAN CHASE BANK, N.A., BARCLAYS BANK PLC, BNP PARIBAS SECURITIES CORP.,

DEUTSCHE BANK SECURITIES INC., NATWEST MARKETS PLC, RBC CAPITAL MARKETS1,

UBS SECURITIES LLC and WELLS FARGO SECURITIES, LLC,

as Co-Syndication Agents,

PNC CAPITAL MARKETS LLC, BANCO SANTANDER, S.A., NEW YORK BRANCH, SOCIÉTÉ

GÉNÉRALE, TD SECURITIES (USA) LLC, MUFG BANK, LTD., FIFTH THIRD BANK,

NATIONAL ASSOCIATION and ING CAPITAL LLC,

as Co-Documentation Agents,

and

JPMORGAN CHASE BANK, N.A., BARCLAYS BANK PLC, BNP PARIBAS SECURITIES CORP.,

DEUTSCHE BANK SECURITIES INC., NATWEST MARKETS PLC, RBC CAPITAL MARKETS,

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Exhibit 10.1

LETTER OF INTENT

FOR THE PROPOSED ACQUISITION OF SUBSTANTIALLY ALL ASSETS AND BUSINESS OPERATIONS OF

RESMAC, INC.

Dated: May 30, 2026

This Letter of Intent (this “Letter” or “LOI”) is entered into as of the date set forth above by and between the following parties:

Acquirer:

Netcapital Inc., a Utah corporation with its principal executive offices at 1 Lincoln Street, Boston, Massachusetts 02111, whose common stock is listed on The Nasdaq Capital Market under the ticker symbol “NCPL,” Commission File Number 001-41443 (the “Acquirer” or “NCPL”), acting directly or through a wholly-owned subsidiary to be formed under the laws of the State of South Dakota as further described herein.

Seller:

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SECURITIES EXCHANGE AGREEMENT

This Securities Exchange Agreement (this “Agreement”) is entered into as of June 3, 2026 (the “Effective Date”), by and between VisionWave Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal place of business at 300 Delaware Ave, Suite 210#301, Wilmington, Delaware 19801, USA (“VisionWave”) and Foresight Autonomous Holdings Ltd., a company organized and existing under the laws of the State of Israel, with its principal place of business at 7 Golda Meir St., Nes Ziona, Israel (“Foresight”).

VisionWave and Foresight are collectively referred to herein as the “Parties” and individually as a “Party.”

Unless otherwise expressly defined herein or the context otherwise requires, the capitalized terms used in this Agreement shall have the meanings set forth in the Appendix hereto.

RECITALS

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Exhibit 10.1