Browse EX-10 agreements

LOAN AND SECURITY AGREEMENT

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THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of 8/17/2026, 2026 (the “Effective Date”), by and between AMERICAN INDUSTRIAL TECHNOLOGIES, INC., a Nevada corporation with its principal place of business at 7651 Southland Boulevard, Orlando, Florida 32809 (the “Lender”), and CLEAR RF LLC, a Washington limited liability company (the “Borrower”). The Lender and the Borrower are each a “Party” and together the “Parties.”

RECITALS

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WHEREAS, the Borrower designs and supplies rugged push-to-talk mobile devices, including the models designated SD7 Ultra and SD9 (each, a “Device”);

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WHEREAS, Q1 (as defined below), an affiliate of the Lender, purchases Devices from the Borrower for resale;

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WHEREAS, the Borrower requires financing to procure the chipsets, memory and other components necessary to manufacture 4,000 units of the SD7 Ultra and 3,000 units of the SD9 (together, the “Financed Units”) for sale to Q1;

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WHEREAS, the Lender is willing to advance to the Borrower the principal sum of Three Million and 00/100 Dollars ($3,000,000.00) upon the terms and conditions set forth in this Agreement, secured by the Collateral and supported by the Guarantees; and

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WHEREAS, in consideration of the Lender extending the Loan, the Borrower has agreed to the reduced transfer prices set forth on Schedule 1 with respect to the Financed Units.

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July 28, 2026

1751 Rue Richardson

Suite 2207

Montreal, Quebec, Canada H3K 1G6

Dear Marc,

We are pleased to submit this letter (the “Engagement Letter”) to present the terms under which SKN Finance Insurance Agency Ltd (the “Advisor”), located at 3 HaNechoshet St Tel Aviv-Yafo, 6971072 Israel will assist Siyata PTT. (the “Company”, together with Advisor, the “Parties”), as its financial advisor in connection with the listing of the Company’s shares on The NASDAQ Stock Market LLC (NASDAQ) and/or similar stock exchange.

TERMS OF ENGAGEMENT

	1.	During the Term (as described in Paragraph 3, below) of this Engagement Letter, the Advisor will provide the Company with financial services, including (the “Services”):

	a)	Advice on the company's Israel strategy of becoming a public company in the US;.

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WAIVER AGREEMENT

This waiver agreement (this “Waiver”) is entered into as of July 29, 2026 (the “Effective Date”), by and between Siyata PTT, a Cayman Islands exempt company (the “Company”), and Dune Equity Holdings LLC, a Delaware limited liability company (the “Holder”). Reference is made to that certain senior secured promissory note, dated as of January 17, 2026 (the “Note”), issued by the Company to the Holder pursuant to that certain securities purchase agreement, dated as of January 17, 2026, between the Company and the Holder (the “Purchase Agreement”). Capitalized terms used but not defined herein have the meanings given in the Note. The Company and the Holder agree as follows:

1. Limited Waiver. Subject to the terms of this Waiver, the Holder hereby agrees to a one-time waiver of the repayment from proceeds under Section 1.10 of the Note with respect to the proceeds received by the Company pursuant to the issuance of the securities identified on Exhibit “A” to this Waiver (the “Proposed Transactions”) in consideration for the Company’s issuance of 100,000 Class A ordinary shares of the Company (the “Shares”), par value $0.0001 per share, to the Holder on the Effective Date. The Shares shall be earned in full by the Holder as of the Effective Date.

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CONSULTING AGREEMENT

THIS AGREEMENT is dated as of January 1, 2026 (the “Effective Date”).

AMONG:

Siyata PTT a company existing under the laws of the Cayman Islands, and/or Siyata Mobile Ltd. a company existing under the laws of Israel and/or Siyata Mobile North America, a company existing under the laws of Canada

(jointly and severally the “Company”)

AND:

BSD Capital Ltd., a company existing under the laws of the State of Israel

(the “Consultant”)

AND:

MARC SEELENFREUND., an individual residing at 4a Nachshon Street, Raanana, Israel

(the “Service Provider”) WHEREAS:

A.	The Consultant is in the business of providing consulting services and the Company desires to engage the Consultant to provide such services;

B.	the Service Provider is an employee of the Consultant;

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INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of [●] , 2026, is by and between SIYATA PTT, a company incorporated under the laws of the Cayman Islands (the “Company”) and [Name] (the “Indemnitee”) and shall become effective on the date of listing of the shares of the Company on Nasdaq Stock Market or NYSE American (the “Effective Date”).

RECITALS

WHEREAS, Indemnitee is a director or officer of the Company and in such capacity renders valuable services to the Company;

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and 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 as directors and officers the most capable persons is in the best interests of the Company and that the Company therefore should seek to assure such persons that indemnification is available; and

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Non-Independent Director Agreement

This Non-Independent Director Agreement is entered into and effective as of August 20, 2026 (this “Agreement”) by and between Siyata PTT, a Cayman Islands exempt corporation (“Company”), and _________________, an individual resident of the ____________________________ (“Director”).

WHEREAS, Director was elected as a member of Company’s Board of Directors (“Board”) by the vote of Company’s shareholders (“Shareholders”) at the Annual General and Special Meeting of Shareholders held August 20, 2026 (“Effective Date”) and Company desires to enter into an agreement with Director with respect to Director’s services to Company and compensation for these services; and

WHEREAS, Director desires to provide these services to Company and accept the proposed compensation from Company in accordance with the provisions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Director agree as follows:

Section 1.  Directorship. Company shall use its best efforts to cause Director to be renominated for reelection as a member of the Board at future Shareholder meetings, and Director hereby agrees to serve Company as a member of the Board subject to reelection by Shareholders at these future meetings.

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Independent Director Agreement

This Independent Director Agreement is entered into and effective as of August 20, 2026 (this “Agreement”) by and between Siyata PTT , a Cayman Islands exempt corporation (“Company”), and _________________, an individual resident of the ____________________________ (“Director”).

WHEREAS, Director was elected as a member of Company’s Board of Directors (“Board”) by the vote of Company’s shareholders (“Shareholders”) at the Annual General and Special Meeting of Shareholders held August 20, 2026 (“Effective Date”) and Company desires to enter into an agreement with Director with respect to Director’s services to Company and compensation for these services; and

WHEREAS, Director desires to provide these services to Company and accept the proposed compensation from Company in accordance with the provisions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Director agree as follows:

Section 1.  Directorship. Company shall use its best efforts to cause Director to be renominated for reelection as a member of the Board at future Shareholder meetings, and Director hereby agrees to serve Company as a member of the Board subject to reelection by Shareholders at these future meetings.

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RENASANT CORPORATION

RENASANT BANK

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT(the “Agreement”) is made and entered into by and between Catherine Mealor (“Executive”) and Renasant Corporation, a Mississippi corporation (the “Company”), dated as of August 25, 2026.

1.Employment; Term:

1.Position. The Company shall employ and retain Executive as its Executive Vice President commencing October 5, 2026 (the “Start Date”) (which date may be adjusted if mutually agreed by the Company and Executive) and, commencing January 1, 2027, its Chief Financial Officer, or in such other capacity or capacities as shall be mutually agreed upon, from time to time, by Executive and the Company, and Executive agrees to be so employed, subject to the terms and conditions set forth herein. If for any reason Executive does not commence employment hereunder on the Start Date, this Agreement shall be null and void ab initio (other than the confidentiality provisions hereof).

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OPORTUN FINANCIAL CORPORATION

AMENDED AND RESTATED EXECUTIVE SEVERANCE AND CHANGE IN CONTROL POLICY

Oportun Financial Corporation (the “Company”) has established this Amended and Restated Executive Severance and Change in Control Policy (this “Policy”) as of August 19, 2026 (the “Effective Date”). The purpose of the Policy is to attract and retain key executives for the Company and its subsidiaries, to align their interests with those of the Company’s stockholders, and to provide such individuals with an incentive to continue their service with the Company and its subsidiaries and to maximize the value of the Company upon a potential Change in Control for the benefit of its stockholders. This Policy is an “employee welfare benefit plan,” as defined in Section 3(1) of ERISA. This document is both the written instrument under which the Policy is maintained and the required summary plan description for the Policy.

This Policy is hereby adopted by the Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”) and shall be administered by the Committee.

1.					Eligible Individuals

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Execution Version

CLASS A-1L-R CREDIT AGREEMENT

dated as of August 19, 2026

among

TWIN BROOK CLO 2024-1 LLC,
as Borrower,

VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS,
as Lenders,

COMPUTERSHARE TRUST COMPANY, N.A.,
as Loan Agent

and

COMPUTERSHARE TRUST COMPANY, N.A.,
as Trustee

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TABLE OF CONTENTS

Page

ARTICLE IDEFINITIONS AND INTERPRETATION    2

Section 1.1    Defined Terms    2

Section 1.2    Use of Defined Terms    2

Section 1.3    Interpretation    2

Section 1.4    Accounting Matters    2

Section 1.5    Collateral Documents    2

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Execution Version

FIRST SUPPLEMENTAL INDENTURE

dated as of August 19, 2026

by and between

TWIN BROOK CLO 2024-1 LLC,
as Issuer

and

COMPUTERSHARE TRUST COMPANY, N.A.,
as Trustee

to

the Indenture, dated as of May 30, 2024,
by and between the Issuer and the Trustee

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THIS FIRST SUPPLEMENTAL INDENTURE, dated as of August 19, 2026 (this “Supplemental Indenture”), between Twin Brook CLO 2024-1 LLC, a limited liability company organized under the laws of the State of Delaware (together with its permitted successors and assigns, the “Issuer”) and Computershare Trust Company, N.A., as trustee (herein, together with its permitted successor and assigns in the trusts hereunder, the “Trustee”), is entered into pursuant to the terms of the Indenture, dated as of May 30, 2024 (as amended, modified or supplemented from time to time, the “Indenture”), by and between the Issuer and the Trustee. In connection with this Supplemental Indenture, as of the date hereof, the Issuer and the Collateral Manager intend to (i) enter into the Class A-1L-R Credit Agreement, dated as of August 19, 2026, by and among the Issuer, as borrower, Computershare Trust Company, N.A., as loan agent (the “A-1L-R Loan Agent”) and each Class A-1L-R Lender from time to time a party thereto (the “Class A-1L-R Credit Agreement”) and (ii) amend and restate the EU/UK Retention Letter dated May 30, 2024 (the “Risk Retention Letter” and, such amended and restated letter, the “Amended and Restated Risk Retention Letter” and, together with the Class A-1L-R Credit Agreement, the “Refinancing Documents”).

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EXECUTION VERSION

PURCHASE AND PLACEMENT AGENCY AGREEMENT

by and among

TWIN BROOK CLO 2024-1 LLC,

TWIN BROOK CAPITAL FUNDING XXXIII, LLC,

MORGAN STANLEY & CO. LLC

AND

KEYBANC CAPITAL MARKETS INC.

Dated as of August 19, 2026

4924-9473-6327.4

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PURCHASE AND PLACEMENT AGENCY AGREEMENT

August 19, 2026

Morgan Stanley & Co. LLC,
as Initial Purchaser
1585 Broadway
New York, New York 10036

KeyBanc Capital Markets Inc.,
as Co-Manager
1301 Avenue of the Americas, 37thFloor
New York, NY 10019

Ladies and Gentlemen:

Twin Brook CLO 2024-1 LLC, a limited liability company organized under the laws of the State of Delaware (the “Issuer”), plans to issue the following classes of notes and incur the following class of loans in the respective principal amounts set forth below on the Refinancing Date (as defined in Section 3 below):

(i)$113,320,000 Class A-1-R Senior Secured Floating Rate Notes due 2038 (the “Class A-1-R Notes”),

(ii)$150,000,000 Class A-1L-R Senior Secured Floating Rate Loans maturing 2038 (the “Class A-1L-R Loans”),

(iii)$18,160,000 Class A-2-R Senior Secured Floating Rate Notes due 2038 (the “Class A-2-R Notes”),

(iv)$27,240,000 Class B-R Senior Secured Floating Rate Notes due 2038 (the “Class B-R Notes”),

(v)$36,320,000 Class C-R Secured Deferrable Floating Rate Notes due 2038 (the “Class C-R Notes”), and

(vi)$27,240,000 Class D-R Secured Deferrable Floating Rate Notes due 2038 (the “Class D-R Notes”).

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