Browse EX-10 agreements

THIRD AMENDMENT TO

SECOND AMENDED AND RESTATED TERM LOAN AND REVOLVING CREDIT AGREEMENT

THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED TERM LOAN AND

REVOLVING CREDIT AGREEMENT is dated May 22 , 2026, but effective May 24, 2026 (the "Third Amendment"), and is by and between Byline Bancorp, Inc., a Delaware corporation ("Borrower"), with offices at 180 N. LaSalle Street, 3rd Floor, Chicago, IL 60601, and CIBC Bank USA, an Illinois chartered bank (together with successors and assigns, the "Lender"), with offices at 120 S. LaSalle Street, Chicago, IL 60603, as further identified below.

RECITALS:

A.

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This Promissory Note (this “Note”) and the securities issuable upon conversion of this Note pursuant to the terms hereof have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and neither this note, such securities nor any interest therein may be offered, sold, transferred, pledged or otherwise disposed of except pursuant to an effective registration statement under such act or such laws or an exemption from registration under such act and such laws which, in the opinion of counsel for maker, is available.

CONVERTIBLE PROMISSORY NOTE

Principal Amount: $25,000	Dated as of May 21, 2026

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made by and between Nine Energy Service, LLC, a Delaware limited liability company (the “Company”), and Heather Schmidt (“Executive”). Nine Energy Service, Inc., a Delaware corporation (“Parent”), joins this Agreement for the limited purposes of acknowledging and agreeing to the provisions of Section 4.3 below.

WITNESSETH:

WHEREAS, the Company desires to continue to employ Executive on the terms and conditions, and for the consideration, hereinafter set forth and Executive desires to be employed by the Company on such terms and conditions and for such consideration.

NOW, THEREFORE, for and in consideration of the mutual promises, covenants and obligations contained herein, the Company and Executive agree as follows:

ARTICLE I DEFINITIONS

In addition to the terms defined in the body of this Agreement, for purposes of this Agreement, the following capitalized words shall have the meanings indicated below:

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EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 21, 2026 is by and between Chardan Capital Markets LLC, a New York limited liability company (the “Investor”), and Classover Holdings, Inc., a Nevada corporation (the “Company”).

RECITALS

The Company and the Investor have entered into that certain ChEF Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), pursuant to which the Company may issue, from time to time, to the Investor up to $100,000,000 in aggregate gross purchase price of newly issued shares (the “Shares”) of the Company’s Class B common stock, par value $0.0001 per share (“Common Stock”).

Pursuant to the terms of, and in consideration for the Investor entering into, the Purchase Agreement, and to induce the Investor to execute and deliver the Purchase Agreement, the Company has agreed to provide the Investor with certain registration rights with respect to the Registrable Securities (as defined herein) as set forth herein.

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EXECUTION VERSION

ChEF PURCHASE AGREEMENT

This ChEF PURCHASE AGREEMENT is made and entered into as of May 21, 2026 (together with Annex I, this “Agreement”), by and between Chardan Capital Markets LLC, a New York limited liability company (the “Investor”), and Classover Holdings, Inc., a Nevada corporation (the “Company”).

RECITALS

WHEREAS, the parties desire that, upon the terms and subject to the conditions and limitations of this Agreement, the Company may issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to the lesser of (i) $100,000,000 (the “Total Commitment”) in aggregate gross purchase price of newly issued shares (the “Shares”) of the Company’s Class B common stock, par value $0.0001 per share (the “Common Stock”), and (ii) the Exchange Cap (to the extent applicable under Section 3.3);

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FIRST AMENDMENT TO

THE WENDY’S COMPANY 2020 OMNIBUS AWARD PLAN

This First Amendment (this “Amendment”) to the Plan (as defined below) is adopted by the Board as of the 1st day of April, 2026, subject to and effective upon stockholder approval.

WHEREAS, The Wendy’s Company (the “Company”) has adopted The Wendy’s Company 2020 Omnibus Award Plan (the “Plan”);

WHEREAS, the Compensation and Human Capital Committee and the Performance Compensation Subcommittee of the Board have determined that it is advisable and in the best interests of the Company and its stockholders to amend the Plan, and have recommended to the Board that the Board amend the Plan, subject to stockholder approval;

WHEREAS, the Board may amend the Plan pursuant to Section 13(a) of the Plan, provided that stockholder approval is required for certain types of amendments; and

WHEREAS, the Board has determined that it is in the best interests of the Company and its stockholders to amend the Plan as set forth below.

NOW THEREFORE, BE IT RESOLVED, that

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THIRD AMENDED AND RESTATED

PROPETRO HOLDING CORP.

2020 LONG TERM INCENTIVE PLAN

Purpose. The purpose of the Third Amended and Restated ProPetro Holding Corp. 2020 Long Term Incentive Plan (the “Plan”) is to provide a means through which (a) ProPetro Holding Corp., a Delaware corporation (the “Company”), and the Affiliates may attract, retain and motivate qualified persons as employees, directors and consultants, thereby enhancing the profitable growth of the Company and the Affiliates and (b) persons upon whom the responsibilities of the successful administration and management of the Company and the Affiliates rest, and whose present and potential contributions to the Company and the Affiliates are of importance, can acquire and maintain stock ownership or awards the value of which is tied to the performance of the Company, thereby strengthening their concern for the Company and the Affiliates. Accordingly, the Plan provides for the grant of Options, SARs, Restricted Stock, Restricted

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Exhibit 10.1

EXECUTION COPY

OMNIBUS AMENDMENT NO. 5 TO AMENDED AND RESTATED

RECEIVABLES LOAN AGREEMENT

AMENDMENT NO. 3 TO AMENDED AND RESTATED SALE AND CONTRIBUTION AGREEMENT

AMENDMENT NO. 2 TO AMENDED AND RESTATED SERVICING AGREEMENT

This OMNIBUS AMENDMENT NO. 5 TO AMENDED AND RESTATED RECEIVABLES LOAN AGREEMENT, AMENDMENT NO. 3 TO AMENDED AND RESTATED SALE AND CONTRIBUTION AGREEMENT AND AMENDMENT NO. 2 TO THE AMENDED AND RESTATED SERVICING AGREEMENT (this “Amendment”), effective as of May 20, 2026 (the “Effective Date”), is executed by and among HILTON GRAND VACATIONS TRUST I LLC, a Delaware limited liability company (together with its successors and assigns, the “Borrower”), HILTON RESORTS CORPORATION, a Delaware corporation, as seller (the “Seller”), GRAND VACATIONS SERVICES LLC, as Servicer (the “Servicer”), the financial institutions signatory hereto as Managing Agents, the financial institutions signatory hereto as Conduit Lenders, the financial institutions signatory

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THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, OR (C) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND, IF REQUESTED BY THE COMPANY, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS PROMISSORY NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY THIS PROMISSORY NOTE.

LQR House Inc.

6% Form of Promissory Note

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Exhibit 10.1

FORM OF NOTE PURCHASE AGREEMENT

This Note Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of May 20, 2026, by and between LQR House Inc., a corporation incorporated under the laws of the State of Delaware (the “Company”), and each Purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

WHEREAS, the board of directors (the “Board of Directors”) of the Company has authorized the issuance to each of the Purchasers of certain Notes (as defined below); and

WHEREAS, each Purchaser desires to acquire and fund a Note on the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the foregoing recitals and the covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each Purchaser hereby agree as follows:

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LYONDELLBASELL INDUSTRIES

LONG-TERM INCENTIVE PLAN

1.Plan. LyondellBasell Industries N.V. (the “Company”) previously established the LyondellBasell Industries 2010 Long-Term Incentive Plan, effective as of April 30, 2010 (the “Original Date”). The Company renamed the Plan as the LyondellBasell Industries Long-Term Incentive Plan (the “Plan”) effective as of May 31, 2019 and previously amended and restated the Plan effective as of May 28, 2021. The Plan was most recently amended and restated, as set forth herein, effective as of May 22, 2026.

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Exhibit 10.1

Rare Earth Product Offtake Agreement

between

Critical Metals Corp

as “Seller”

REalloys Inc.

as “Offtaker”

Table of Contents

				Page
ARTICLE I DEFINITIONS AND INTERPRETATION				1
Section 1.1		Definitions.		1
Section 1.2		Interpretation		9
ARTICLE II SUBJECT MATTER OF THE AGREEMENT				10
Section 2.1		Sale and Purchase Obligation		10
Section 2.2		Source of Product		10
ARTICLE III TERM AND SUPPLY PERIOD				10
Section 3.1		Term		10
Section 3.2		Supply Period		10
ARTICLE IV COMMISSIONING PHASE AND EARLY PRODUCT ARRANGEMENTS				11
Section 4.1		Early Product		11
Section 4.2		Early Product Arrangements		11
ARTICLE V PRODUCT QUALIFICATION				11
Section 5.1		Minimum Specifications		11
Section 5.2		Sample Product and Qualification Process		11

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