Browse EX-10 agreements

Exhibit 10.1

BRANCHOUT FOOD INC.

Second Amended and Restated

Senior Secured Promissory Note

$3,000,000		January 28, 2026 (the “Issue Date”)
		As amended and restated on April 17, 2026
		As further amended and restated on May 15, 2026

FOR VALUE RECEIVED, BRANCHOUT FOOD, INC., a Nevada corporation (the “Company”) with its principal executive office at 205 SE Davis Ave., Suite C, Bend, Oregon 97702, promises to pay to the order of Kaufman Kapital LLC, a Delaware limited liability company, or its registered assigns (the “Holder” or “Payee”), the principal amount of Three Million Dollars ($3,000,000) (the “Principal Amount”), together with interest on such Principal Amount, on January 28, 2027 (the “Maturity Date”). Interest on this Second Amended and Restated Senior Secured Promissory Note (this “Note”) shall accrue on the Principal Amount outstanding at a rate per annum computed in accordance with Section 2 hereof. This Note represents

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Enphase Energy, Inc.

2021 Equity Incentive Plan

Adopted by the Board of Directors: March 25, 2021

Approved by the Stockholders: May 19, 2021 Amended by the Board of Directors: March 31, 2025 Approved by the Stockholders: May 14, 2025 Amended by the Board of Directors: March 30, 2026 Approved by the Stockholders: May 13, 2026

1.    General.

(a)    Prior Plan. As of the Original Effective Date: (i) no additional awards may be granted under the Prior Plan; and (ii) all Prior Plan Awards will remain subject to the terms of the Prior Plan, except that any Prior Plan Returning Shares will become available for issuance pursuant to Awards granted under this Plan. All Awards granted under this Plan will be subject to the terms of this Plan.

(b)    Eligible Award Recipients. Subject to Section 4, Employees, Directors and Consultants are eligible to receive Awards.

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EXECUTION VERSION

		Published CUSIP Number:		00766HAG1
		Revolving Credit CUSIP Number:		00766HAH9

CREDIT AGREEMENT

dated as of May 14, 2026,

by and among

ADVANCED MICRO DEVICES, INC.,

as Borrower,

the Lenders referred to herein,

as Lenders,

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent,

Swingline Lender and an Issuing Lender

JPMORGAN CHASE BANK, N.A.,

BOFA SECURITIES, INC.,

BARCLAYS BANK PLC,

CITIBANK, N.A.,

MORGAN STANLEY MUFG LOAN PARTNERS, LLC,

and

WELLS FARGO SECURITIES, LLC,

as Joint Lead Arrangers and Joint Bookrunners

BANK OF AMERICA, N.A.

BARCLAYS BANK PLC,

CITIBANK, N.A.,

MORGAN STANLEY MUFG LOAN PARTNERS, LLC,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Co-Syndication Agents,

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TABLE OF CONTENTS

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Exhibit 10.1

J.W. MAYS, INC.

(“Borrower”)

to

BEACON BANK & TRUST

(“Lender”)

_______________________________________________________________

NON-REVOLVING LINE OF CREDIT AND BUILDING LOAN MORTGAGE NOTE

_______________________________________________________________

	Dated:	May 12, 2026
	Mortgaged Premises
	Location:	461 Route 9
	Section:	6255
	Block:	00
	Lot:	078444
	Town:	Fishkill
	County:	Dutchess

PREPARED BY:

Anderson Kill P.C.

1055 Washington Blvd, Suite 530

Stamford, CT 06901

Attention: Richard J. Sandor, Esq.

File No.: 107981.13267

	Title No.	SA-124202-D issued by Statewide Abstract Corp., as agent for First American Title Insurance Company

NON-REVOLVING LINE OF CREDIT AND BUILDING LOAN MORTGAGE NOTE

(hereinafter, the “Note”)

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INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], by and between Breeze Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of May 12, 2026, (as it may from time to time be amended, this “Agreement”), is entered into by and among Breeze Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and Breeze Sponsor II, LLC, a Delaware limited liability company (the “Sponsor” and the “Purchaser”).

WHEREAS, The Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one ordinary share, par value $0.0001 per share (a “Share”), and one right (each, a “Right”), each Right entitles the holder thereof to receive one-fifth (1/5) of one Share, as set forth in the Company’s registration statement on Form S-1 related to the Public Offering (the “Registration Statement”).

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Breeze Acquisition Corp. II

955 W. John Carpenter Fwy.

Suite 100-929

Irving, TX 75039

May 12, 2026

Re: Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between Breeze Acquisition Corp. II (the “Company”) and Breeze Sponsor II, LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing at the time of the IPO closing and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 12, 2026, is made and entered into by and among Breeze Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Breeze Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

RECITALS

WHEREAS, the Company and the Sponsor entered into that certain Securities Subscription Agreement, dated as of September 4, 2025, pursuant to which the Sponsor purchased an aggregate of 4,791,667 ordinary shares (the “Founder Shares”) of the Company, par value $0.0001 per share (the “Ordinary Shares”);

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 12, 2026, by and between Breeze Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1, File No. 333-291575 (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one right (each, a “Right”) entitling the holder thereof to receive one-fifth (1/5) of one Ordinary Share upon the consummation of the Company’s Business Combination (as defined below) (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and

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May 12, 2026

Breeze Acquisition Corp. II

955 W. John Carpenter Fwy.

Suite 100-929

Irving, TX 75039

Re: Initial Public Offering

Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) by and between Breeze Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and IB Capital LLC, as an underwriter and representative of the several underwriters named thereto (the “Representative,” and together with the other underwriters named in the Underwriting Agreement, the “Underwriters”) relating to an underwritten initial public offering (the “Public Offering”), of up to 14,375,000 of the Company’s units (including up to 1,875,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one

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SAFEHOLD INC.

2009 LONG-TERM INCENTIVE PLAN

Safehold Inc. (formerly known as iStar Inc.), a Maryland corporation, wishes to attract officers, key employees, Directors, consultants and advisers to the Company and its Subsidiaries and induce officers, key employees, Directors, consultants and advisers to remain with the Company and its Subsidiaries, and encourage them to increase their efforts to make the Company’s business more successful whether directly or through its Subsidiaries and its Affiliates. In furtherance thereof, the Safehold Inc. 2009 Long-Term Incentive Plan is designed to provide equity-based and cash-based incentives to officers, key employees, Directors, consultants and advisers of the Company and its Subsidiaries and certain of its affiliates. Awards under the Plan may be made to selected officers, key employees, Directors, consultants and advisers of the Company and its Subsidiaries in the form of Options, Restricted Stock, Phantom Shares, Dividend Equivalent Rights,

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EXECUTION VERSION

Deal CUSIP No.: 05555BAA1

Revolver CUSIP No.: 05555BAB9

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of May 15, 2026

among

BGC GROUP, INC.,

as the Borrower,

CERTAIN SUBSIDIARIES OF THE BORROWER

as Guarantors,

BANK OF AMERICA, N.A.,

as Administrative Agent and L/C Issuer,

CAPITAL ONE, NATIONAL ASSOCIATION,

CITIZENS BANK, N.A.,

FIFTH THIRD BANK, NATIONAL ASSOCIATION,

INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH,

M&T BANK,

PINNACLE BANK, a Tennessee Bank (d/b/a Synovus Bank),

PNC BANK, NATIONAL ASSOCIATION,

REGIONS BANK,

THE HUNTINGTON NATIONAL BANK,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Co-Syndication Agents,

THE BANK OF EAST ASIA, LIMITED, NEW YORK BRANCH,

KEYBANK NATIONAL ASSOCIATION,

and

U.S. BANK NATIONAL ASSOCIATION,

as Co-Documentation Agents,

and

THE OTHER LENDERS PARTY HERETO

Arranged By:

BOFA SECURITIES, INC.,

CAPITAL ONE, NATIONAL ASSOCIATION,

CITIZENS BANK, N.A.,

FIFTH THIRD BANK, NATIONAL ASSOCIATION,

INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH,

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