Browse EX-10 agreements

SECONDAMENDMENTTOCREDITAGREEMENT

SECONDAMENDMENTTOCREDITAGREEMENT,datedasofOctober6,2025(this

“Amendment”), by and among each of the undersigned Lenders (each, a “Lender”), Accelevation

Intermediate LLC, a Delaware limited liability company (“Holdings”), Accelevation Buyer LLC, a

Delaware limited liability company (“Intermediate Holdings”), Accelevation LLC, a Delaware limited

liability company (the “Borrower”), and MidCap Financial Trust, as the Administrative Agent.

RECITALS

WHEREAS, reference is hereby made to the Credit Agreement, dated as of January 2,

2025 (as amended, restated, supplemented or otherwise modified from time to time, including pursuant to

this Amendment, the “Credit Agreement”), among Holdings, Intermediate Holdings, the Borrower, the

several lenders from time to time parties thereto (each a “Lender” and, collectively, the “Lenders”) and

MidCapFinancialTrust,astheAdministrativeAgent(capitalizedtermsusedbutnotdefinedhereinhaving

the meaning provided in the Credit Agreement);

WHEREAS, the Borrower has requested to amend the Credit Agreement in the manner

contemplatedbySection1ofthisAmendment,andtheundersignedLenders,constitutingalloftheLenders

under the Credit Agreement, have agreed to so amend the Credit Agreement, subject to the terms and

conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and agreements, provisions and

covenants herein contained, and subject to the satisfaction of the conditions set forth in Section 2 hereof,

the parties hereto agree as follows:

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JOINDERAGREEMENTANDFIRSTAMENDMENTTOCREDITAGREEMENT

JOINDERAGREEMENTANDFIRSTAMENDMENTTOCREDITAGREEMENT,

datedasofSeptember5,2025(this“Amendment”),byandamongeachoftheundersignedLenders(each,

an“AmendmentNo.1IncrementalLender”),AccelevationIntermediateLLC,aDelawarelimitedliability

company (“Holdings”), Accelevation Buyer LLC, a Delaware limited liability company (“Intermediate

Holdings”), Accelevation LLC, a Delaware limited liability company (the “Borrower”), and MidCap

Financial Trust, as the Administrative Agent.

RECITALS:

WHEREAS, reference is hereby made to the Credit Agreement, dated as of January 2,

2025 (as amended, restated, supplemented or otherwise modified from time to time, including pursuant to

this Amendment, the “Credit Agreement”), among Holdings, Intermediate Holdings, the Borrower, the

several lenders from time to time parties thereto (each a “Lender” and, collectively, the “Lenders”) and

MidCapFinancialTrust,astheAdministrativeAgent(capitalizedtermsusedbutnotdefinedhereinhaving

the meaning provided in the Credit Agreement);

WHEREAS, subject to the terms and conditions of the Credit Agreement, the Borrower

mayestablishNewTermLoanCommitmentsandNewRevolvingCreditCommitmentspursuanttoSection

2.14of the Credit Agreement by, among other things, entering into one or more Joinder Agreements with

New Term Loan Lenders and New Revolving Loan Lenders;

WHEREAS, subject to the terms and conditions of the Credit Agreement, the Borrower

may amend the Credit Agreement in the manner contemplated by Section 2 of this Amendment with the

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CREDITAGREEMENT

datedasofJanuary2,2025

among

ACCELEVATIONINTERMEDIATELLC,

asHoldings,

ACCELEVATIONBUYERLLC,

asIntermediateHoldings

ACCELEVATIONFINANCINGMERGERSUBLLC,

asMergerSubandastheBorrowerpriortotheconsummationoftheMerger

ACCELEVATIONLLC,

astheBorrowerupontheconsummationoftheMerger,

the several Lenders from time to time parties hereto

and

MIDCAPFINANCIALTRUST,

astheAdministrativeAgentandtheCollateralAgent,

MIDCAPFINANCIALTRUST,

and

MONROECAPITAL,LLC,

astheJointLeadArrangersandBookrunners

and

BARINGSFINANCELLC,

asDocumentationAgent

-i-

TABLEOFCONTENTS

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Section 1.		Definitions...................................................................................................................	2

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Antares Strategic Credit Fund II LLC

320 South Canal Street, Suite 4200

Chicago, Illinois 60606

	Re:	Waiver of Certain Advisory Fees under the Investment Advisory Agreement between Antares Capital Credit Advisers LLC and Antares Strategic Credit Fund II LLC

This waiver letter agreement (this “Waiver Letter”) to the Investment Advisory Agreement, dated as of June 26, 2025 (as may be amended and/or restated from time to time, the “Agreement”), between Antares Capital Credit Advisers LLC, a Delaware limited liability company (the “Adviser”), and Antares Strategic Credit Fund II LLC, a Delaware limited liability company (the “Fund”), is made as of the 31st day of August, 2026. This Waiver Letter extends the waiver letter agreement and extension thereto, dated as of March 1st, 2026, by and between the Fund and the Adviser. Capitalized terms used but not defined herein have the meanings ascribed to them in the Agreement.

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DAKTRONICS, INC.

2025 STOCK INCENTIVE PLAN

PERFORMANCE STOCKUNIT GRANT NOTICE

Pursuant to the terms and conditions of the Daktronics, Inc. 2025 Stock Incentive Plan, as amendedfromtimetotime(the“Plan”),Daktronics,Inc., a Delaware corporation(the“Company”),herebygrantstotheindividual listedbelow(“you”orthe“Recipient”)thetarget number of performancestockunits(the“PSUs”)setforthbelow.ThisawardofPSUs(this “Award”)issubjecttothetermsandconditionssetforthhereinandinthePerformance Stock Unit Agreement attached hereto asExhibit A(the“Agreement”)andthePlan,eachofwhichisincorporatedhereinbyreference.Capitalizedtermsusedbutnot specificallydefinedhereinshallhavethemeaningssetforthinthePlanortheAgreement,asapplicable.

Recipient:            _________________

Date of Grant:    _________________    (the “Dateof Grant”)

AwardType andDescription:

ThisAwardisgrantedpursuanttoSection6ofthePlan.Thisaward represents the right to receive shares of Stock in an amount ranging from 0% to 150% of the Target PSUs (as defined below), subjecttothetermsandconditionssetforthhereinandintheAgreement.

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DAKTRONICS, INC.

2025 STOCK INCENTIVE PLAN

RESTRICTED STOCK UNIT GRANT NOTICE

Pursuant to the terms and conditions of the Daktronics, Inc. 2025 Stock Incentive Plan, as amended from time to time (the “Plan”), Daktronics, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Recipient”) the number of Restricted Stock Units (the “RSUs”) set forth below. This award of RSUs (this “Award”) is subject to the terms and conditions set forth herein and in the Restricted Stock Unit Agreement attached hereto as Exhibit A(the “Agreement”) and the Plan, each of which is incorporated herein by reference. Capitalized terms used but not specifically defined herein shall have the meanings set forth in the Plan or the Agreement, as applicable.

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**EXASCALE LABS HOLDINGS INC. **

2026 OMNIBUS EQUITY INCENTIVE PLAN

SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS

The name of the plan is the Exascale Labs Holdings Inc. 2026 Omnibus Equity Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, non-employee directors and consultants of Exascale Labs Holdings 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 stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company.

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.

*“Administrator” *means either the Board, or the Compensation Committee of the Board or a similar committee performing the functions of that committee and which is comprised of not less than two Non-Employee Directors who are independent.

“Affiliate” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the Act. The Board will have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the foregoing definition.

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INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”), dated as of [          ], is by and between Exascale Labs Holdings Inc., a Delaware corporation (the “Company”) and [          ] (the “Indemnitee”).

WHEREAS, the Company expects Indemnitee to join the Company as [a director/an officer] of the Company;

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and/or other claims being asserted against directors and officers of public companies;

WHEREAS, the board of directors of the Company (the “Board”) has determined that enhancing the ability of the Company to retain and attract the most capable persons as directors and officers is in the best interests of the Company and its stockholders and that the Company therefore should seek to assure such persons that indemnification and insurance coverage is available; and

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SAFE HOLDER ACKNOWLEDGEMENT AND LOCK-UP AGREEMENT

This Acknowledgement and Lock-Up Agreement (this “Agreement”) is dated as of [          ], 2026, by and between the undersigned holder (the “SAFE Holder”) and Exascale Labs Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).

WHEREAS, D. Boral ARC Acquisition I Corp., a British Virgin Islands business company (“Parent”), D. Boral ARC Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“PubCo”), D. Boral Arc Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Company have entered into that certain Agreement and Plan of Merger dated as of January 11, 2026 (the “Merger Agreement”) pursuant to which (i) Parent shall continue out of the British Virgin Islands and into the State of Delaware so as to re-domicile as and become a Delaware corporation by means of a merger of Parent with and into PubCo, with PubCo continuing as the surviving company, and thereafter (ii) Merger Sub shall be merged with and into the Company, with the Company continuing as the surviving corporation and become a wholly-owned subsidiary of PubCo (the “Merger”);

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FORM OF LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [   ], 2026, by and between the undersigned (the “Holders”) and D. Boral ARC Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (as defined below) (“Purchaser”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).

BACKGROUND

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THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.

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CONVERTIBLE PROMISSORY NOTE AGREEMENT

This Convertible Promissory Note Agreement (this “Note Agreement”) is entered into as of August 28, 2026 by and between:

1**. Nex Neo Tech Inc.**, a Wyoming corporation (the “Company” or “Borrower”), and

2. Zetoria LLC, a Wyoming limited liability company (the “Investor,” and as holder of the Note, the “Holder” or “Lender”).

WHEREAS the Company and the Investor are parties to a Loan Agreement dated as of August 28, 2026 (the “Loan Agreement”), pursuant to which the Investor has agreed to loan to the Company up to Twenty Thousand U.S. Dollars ($20,000.00) in one or more Advances, for the purpose(s) described in Section 2 of the Loan Agreement, on the terms set forth herein and in the Loan Agreement;

NOW, THEREFORE, the Company agrees to issue, and the Investor agrees to accept, this convertible promissory note (the “Note”) subject to the terms of this Note Agreement:

1. Principal And Issuance

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LOAN AGREEMENT

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This Loan Agreement (the “Agreement”) is entered into as of August 28, 2026 by and between:

1. Nex Neo Tech Inc., a Wyoming corporation (the “Company” or “Borrower”), and

2. Zetoria LLC, a Wyoming limited liability company (the “Investor” or “Lender”).

The Company and the Investor are each referred to herein as a “Party” and collectively as the “Parties.”

WHEREAS:

A. The Investor desires to loan funds to the Company, and the Company desires to borrow such funds, on the terms and conditions set forth herein; and

B. In consideration for the loan, the Company shall issue to the Investor a convertible promissory note (the "Note"), the terms of which are set forth in a Convertible Promissory Note Agreement entered into between the Parties on even date herewith (the “Note Agreement”).

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. Loan

1.1 Subject to the terms of this Agreement, the Investor shall loan to the Company upon the Company's request, up to an aggregate principal amount of Twenty Thousand U.S. Dollars ($20,000.00) (the "Loan"). The Company may request one or more advances of the Loan from time to time by delivering an invoice to the Investor specifying the amount requested (each, a "Draw Request"). The Investor shall fund each Draw Request within five (5) business days of receipt. The date of each such advance is referred to herein as an "Advance Date."

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