Browse EX-10 agreements

AMended and RESTATED INVESTMENT ADVISORY AGREEMENT

This Amended and Restated Investment Advisory Agreement, dated and effective as of August 19, 2026, is made by and between Antares Private Credit Fund, a Delaware statutory trust (herein referred to as the “Fund”), and Antares Capital Credit Advisers LLC, a Delaware limited liability company (herein referred to as the “Adviser”) (this “Agreement”).

WHEREAS, the Fund and the Adviser entered into an Investment Advisory Agreement dated as of October 31, 2024 (the “Prior Agreement”); and

WHEREAS, in connection with the registration of the shares of the Fund in certain states, state securities regulators have required non-material modifications to the Prior Agreement; and

WHEREAS, the Fund and the Adviser desire to accordingly amend and restate the Prior Agreement in its entirety, as set forth herein.

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree to amend and restate the Prior Agreement in its entirety as follows:

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	Stillwater

Purchase Agreement

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This Purchase Agreement (“Purchase Agreement”) effective 7/10/2023 ______________, is between Boxabl Inc., a Nevada Corporation having an address of 5345 East North Belt Road, North Las Vegas, NV 89115 USA (“Boxabl”) __and Bedz, LLC ___________________, having an address of _______ 13535 Tarrasa Ct. W, Jacksonville, FL 32225 _________________________ (“Buyer”). In this Purchase Agreement, Boxabl and Buyer are sometimes individually referred to as a “Party” and collectively as the “Parties” to this Purchase Agreement.

In consideration of the provisions of this Purchase Agreement, including the Purchase Price (defined below) payable by Buyer to Boxabl, the Parties agree as follows:

1. Agreement to Purchase. Boxabl agrees to sell, and Buyer agrees to purchase, the Order Amount of Units for the specified Unit Prices set forth in the Sales Order attached as Exhibit A. Options, features, or hardware released or changed by Boxabl after Buyer executes this Purchase Agreement may not be included in or available for the Units.

2. Deposit. A deposit of $_725,605 _______(“Deposit”) is due and payable at the time Buyer executes this Agreement. The Deposit will be credited against the total Purchase Price of the Order Amount in the manner specified in paragraph 6 below.

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[XXX] INDICATES CERTAIN IDENTIFIED INFORMATION THAT HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THE COMPANY TREATS AS PRIVATE AND CONFIDENTIAL

RESTRICTED STOCK UNIT AGREEMENT UNDER THE

BOXABL INC. 2021 STOCK INCENTIVE PLAN

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Name of Grantee:	Martin Costas	(the “Grantee”)
No. of Shares Subject to Award:	5,237,655	(the “RSUs”)
Grant Date:	October 18, 2024	(the “Grant Date”)
Date of Vesting1**:**	October 2, 2026	(the “Vesting Date”)

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is entered into by and between Boxabl Inc., a Nevada corporation (the “Company”), and the Grantee named above, as of the Grant Date noted above, pursuant to the Boxabl Inc. 2021 Stock Incentive Plan (the “Plan”).

WHEREAS, the Company previously issued a Restrictive Stock Unit Agreement to the Grantee with a Grant Date of October 2, 2023 (the “Prior Grant” and the referenced Restrictive Stock Unit Agreement, the “Prior Grant Agreement”);

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[XXX] INDICATES CERTAIN IDENTIFIED INFORMATION THAT HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THE COMPANY TREATS AS PRIVATE AND CONFIDENTIAL

RESTRICTED STOCK UNIT AGREEMENT UNDER THE

BOXABL INC. 2021 STOCK INCENTIVE PLAN

Name of Grantee:	Martin Costas	(the “Grantee”)
No. of Shares Subject to Award:	7,142,857	(the “RSUs”)
Grant Date:	10/2/2023	(the “Grant Date”)
Date of Vesting1:	10/2/2026	(the “Vesting Date”)

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is entered into by and between Boxabl Inc., a Nevada corporation (the “Company”), and the Grantee named above, as of the Grant Date noted above, pursuant to the Boxabl Inc. 2021 Stock Incentive Plan (the “Plan”).

WHEREAS, the Company recognizes that the Grantee’s services are uniquely valuable to the Company and wishes to grant Restricted Stock Units to the Grantee in accordance with the Plan and this Agreement.

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THURSDAY, AUGUST 31, 2023

Welcome to Boxabl!!

Dear Martin Costas**:**

We are pleased to offer you employment with Boxabl at 5345 E North Belt Road Suite 115, North Las Vegas, NV 89115. We would like you to join our team as a CFO**. **A job description outlining the responsibilities of this position is enclosed for your review.

You will report to: Paolo Tiramani

Upon your acceptance of this offer, your tentative start date will be: October 2, 2023 which is contingent on passing a background check.

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This is a Full-Time position and you will be classified as a exempt employee with a salary of $325,000.00 per year, payable every other week as per the standard payroll practices of the company. Your earnings are subject to deductions for taxes and other withholdings as required by law or company policy.

Stock Grant: $5,000,000 stock grant subject to vesting period and other terms and conditions; contract will be provided after start date.

Relocation Benefit: As part of your employment offer, you will receive a lump sum relocation benefit of $27,500, which will be included in your first paycheck. Please note that the IRS considers relocation expenses paid by an employer as taxable income.

Kindly be aware that if you voluntarily terminate your employment before completing one year from your hire date, you will be responsible for reimbursing the full amount of the relocation benefit.

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LEASE AGREEMENT

THIS LEASE, DATED April *   12   *, 2023 BUT EFFECTIVE AS OF January 1, 2023, IS EXECUTED BY AND BETWEEN BOXABL, INC., a Nevada corporation, whose principal place of business is 5345 E N Belt Road, North Las Vegas 89115, (hereinafter referred to as the “Landlord”) and SUPERCAR SYSTEM, INC., a Delaware corporation (hereinafter referred to as the “Tenant”). In consideration of the mutual promises and covenants exchanged between the Landlord and the Tenant, it is hereby agreed as follows:

**1. **PREMISES:  The Landlord herein agrees to lease to the Tenant, and the Tenant herein agrees to lease from the Landlord, upon all of the conditions set forth herein, four (4) of the support squares located within the real property located at 5435 E. N. Belt Road, in the County of Clark, in the State of Nevada and ZIP code of 89115 (the “Property”), including any land and any improvements thereon, shall hereinafter be referred to as the “Premises.” The Premises shall also include reasonable use of the shipping department, at the sole discretion of Landlord.

2.** TERM:** The term of this Lease shall be for a period of three years, commencing on January 1, 2023 and terminating on December 31, 2026, unless otherwise amended by the parties in writing. Notwithstanding the foregoing, the parties agree that Landlord has the right to terminate the Lease Agreement at any time by providing Tenant with thirty (30) days advance written notice.

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SERVICES AGREEMENT

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This Services Agreement (“Agreement”) is dated as of [ 01/01/2023               ] (“Effective Date”), between Boxabl Inc., a Nevada corporation (“Company”), and Supercar System, Inc., a Nevada corporation (“SC”). Company and SC may from time to time each be referred to herein as a “Party” and collectively as the “Parties” to this Agreement.

RECITALS

WHEREAS, SC wishes to utilize Company to provide the services set forth in Article 2 of this Agreement (the “Services”) in the conduct of the business of SC; and

WHEREAS, Company is willing to provide SC with the Services on the terms and conditions set forth in this Agreement.

Now therefore, for good and valuable consideration, the Parties agree as follows:

ARTICLE 1.
DEFINITIONS

Section 1.1. Definitions. The following terms shall have the respective meanings set forth below throughout this Agreement:

“Confidential Information” of a Party means any and all nonpublic information of or concerning such Party and its affiliates, including but not limited to technical and financial information, customer and vendor lists, accounting data, trade secrets, know how, product designs, business development plans, product development plans and any and all other nonpublic business information.

ARTICLE 2.
SERVICES

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MOSAIC COMMERCE CENTER

LEASE AGREEMENT

THIS MOSAIC COMMERCE CENTER LEASE AGREEMENT (“Lease”) dated June 10, 2022 (“Effective Date”), is entered into by and between Mosaic Commerce Center, LLC, a Nevada limited liability company (“Landlord”) and Boxabl Inc., a Nevada corporation (“Tenant”).

1.	LEASE PROVISIONS

	A.	DESCRIPTION OF PROJECT, BUILDING AND PREMISES

	Project Name:	Mosaic Commerce Center
	Suite Number(s):	All suites - entire space, the “Premises,” located in the Building
	Address:	5553 North Belt Road, the “Building,” as shown on Exhibit A
	City:	North Las Vegas
	State, Zip:	Nevada 89115
	County:	Clark

	B.	LEASED AREA OF PREMISES AND BUILDING

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M U L T I – T E N A N T

C O M M E R C I A L / I N D U S T R I A L L E A S E ( N N N )

5345-5445 E. Centennial Parkway

North Las Vegas, Nevada

LANDLORD:

CRPF IV CENTENNIAL, LLC,

a Delaware limited liability company

TENANT:

BOXABL INC.,

a Nevada corporation

TABLE OF CONTENTS

ARTICLE 1 - LEASE SUMMARY AND PROPERTY SPECIFIC PROVISIONS	1
ARTICLE 2 – LEASE	10
ARTICLE 3 – PREMISES	10
ARTICLE 4 - TERM AND POSSESSION	10
ARTICLE 5 – RENT	11
ARTICLE 6 - SECURITY DEPOSIT	11
ARTICLE 7 - OPERATING EXPENSES/UTILITIES/SERVICES	12

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Purchase Agreement

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This Purchase Agreement (“Purchase Agreement”) effective September 6, 2022, is between Boxabl Inc., a Nevada Corporation having an address of 5345 East North Belt Road, North Las Vegas, NV 89115 USA (“Boxabl”) and Pronghorn Services LLC., 7400 Pronghorn Ranch Parkway, Prescott Valley, AZ 86315 (“Buyer”). In this Purchase Agreement, Boxabl and Buyer are sometimes individually referred to as a “Party” and collectively as the “Parties” to this Purchase Agreement.

In consideration of the provisions of this Purchase Agreement, including the Purchase Price (defined below) payable by Buyer to Boxabl, the Parties agree as follows:

1. Agreement to Purchase. Boxabl agrees to sell, and Buyer agrees to purchase, the Order Amount of Units for the specified Unit Prices set forth in the Purchase Specifications attached as Exhibit A. Options, features, or hardware released or changed by Boxabl after Buyer executes this Purchase Agreement may not be included in or available for the Units.

2. Deposit. Boxabl acknowledges receipt of $1,070,800 (“Deposit”), which will be credited against the total Purchase Price of the Order Amount in the manner specified in paragraph 6 below.

3. Buyer Acknowledgments. Buyer is purchasing the Order Amount of Units with a full and complete understanding of the conditions and circumstances precedent to the utilization of the Units, which are set forth in this paragraph.

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EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of January 1, 2023, (the “Effective Date”) by and between Boxabl Inc (the “Company”), and Galiano Tiramani (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”).

R E C I T A L S

WHEREAS, the Company desires to employ Executive as its Director of Marketing/Founder, and to enter into an agreement embodying the terms of such employment;

WHEREAS, Executive desires to accept such employment and enter into such an agreement.

A G R E E M E N T

NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the Parties agree as follows:

Duties and Scope of Employment.

Positions and Duties. As of the Effective Date, Executive will serve as Director of Marketing/Founder of the Company. Executive will render such business and professional services in the performance of Executive’s duties, consistent with Executive’s position within the Company, as shall reasonably be assigned to Executive by the Company’s Chief Executive Officer or Board of Directors (the “Board”). The period of Executive’s at-will employment under the terms of this Agreement is referred to herein as the “Employment Term.”

During the Employment Term, Executive will serve as a member of the Board, subject to any required Board approval.

Obligations. During the Employment Term, Executive will perform Executive’s duties faithfully and to the best of Executive’s ability.

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EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of January 1, 2023, (the “Effective Date”) by and between Boxabl Inc (the “Company”), and Paolo Tiramani (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”).

R E C I T A L S

WHEREAS, the Company desires to employ Executive as its Chief Executive Officer/Founder, and to enter into an agreement embodying the terms of such employment;

WHEREAS, Executive desires to accept such employment and enter into such an agreement.

A G R E E M E N T

NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the Parties agree as follows:

Duties and Scope of Employment.

Positions and Duties. As of the Effective Date, Executive will serve as Chief Executive Officer/Founder of the Company. Executive will render such business and professional services in the performance of Executive’s duties, consistent with Executive’s position within the Company, as shall reasonably be assigned to Executive by the Company’s Board of Directors (the “Board”). The period of Executive’s at-will employment under the terms of this Agreement is referred to herein as the “Employment Term.”

During the Employment Term, Executive will serve as a member of the Board, subject to any required Board approval.

Obligations. During the Employment Term, Executive will perform Executive’s duties faithfully and to the best of Executive’s ability.

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