Browse EX-10 agreements

Eligible Salary Net Income Incentive EBITDA 45Z Tax Credit Share Value Yield/Project Compliance Total Percent Incentive Total Incentive Brian Kletscher Yes 297,351.34$ 26% 8.00% 15.00% 2.00% 3.00% 5.00% 59.00% 175,437.29$ Eligible Salary Net Income Incentive EBITDA 45Z Tax Credit Share Value Financial Reports Audit/SEC Compliance Total Percent Incentive Total Incentive Lucas Schneider Yes 194,705.42$ 26% 8.00% 15.00% 2.00% 2.00% 3.00% 56.00% 109,035.04$ 284,472.33$ CEO Executive Bonus CFO Executive Bonus Base Salary Percent 297,351.34$ Base Salary Percent 194,705.42$ Bonus potential 59% Bonus Potential 56% 1. EBITDA 8% 1. EBITDA 8% Budgeted 9,972,735 3% 8,920.54$ Budgeted 9,972,735 3% 5,841.16$ plus 10% 10,970,008 3% 8,920.54$ plus 10% 10,970,008 3% 5,841.16$ plus 15% 11,468,645 2% 5,947.03$ plus 15% 11,468,645 2% 3,894.11$ 2. Debt Service Removed for 2021, 2022, 2023, 2024, 2025, 2026 & 2027. 2. Debt Service removed for 2021, 2022, 2023, 2024, 2025, 2026 & 2027. Budget plus 5% Budget plus 5% plus 10% plus 10% plus 15% plus 15% 3. Compliance 5% 3. Compliance 3% MPCA/DNR Permits Water

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VOTING AND SUPPORT AGREEMENT

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THIS VOTING AND SUPPORT AGREEMENT, dated as of September 25, 2026 (this “Voting and Support Agreement”) is entered into by and among Flower AcquireCo, LLC, a Delaware limited liability company (“Parent”), The Marygold Companies, Inc., a Nevada corporation (the “Company”) and • (the “Stockholder Signatory”). All capitalized terms not otherwise defined in this Voting and Support Agreement shall have the meanings assigned thereto in the Merger Agreement (as defined below).

RECITALS:

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A. The Board of Directors of the Company has approved and adopted that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Parent, Flower Merger Sub Inc., a Nevada corporation and a wholly-owned subsidiary of Parent (“Merger Sub”) and the Company, pursuant to which, among other things, Merger Sub will merge with and into the Company, with the Company surviving as the Surviving Corporation as a wholly owned subsidiary of Parent (the “Merger”).

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Execution Version

CUSTODIAN AGREEMENT

among


EXETER FINANCE LLC,
as Custodian,



EXETER FINANCE LLC,
as Servicer,



and



CITIBANK, N.A.,
as Indenture Trustee


Dated as of August 31, 2026

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THIS CUSTODIAN AGREEMENT, dated as of August 31, 2026, is made with respect to the issuance of Notes and Certificates by Exeter Select Automobile Receivables Trust 2026-2 (the “Issuer”), and is among EXETER FINANCE LLC, as custodian (in such capacity, the “Custodian”), EXETER FINANCE LLC, as servicer (in such capacity, the “Servicer”), and CITIBANK, N.A., a national banking association, as indenture trustee (in such capacity, the “Indenture Trustee”).  Capitalized terms used herein which are not defined herein shall have the meanings set forth in the Sale and Servicing Agreement (as hereinafter defined).

W I T N E S S E T H:

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Execution Version

CONTRIBUTION AGREEMENT

between

EXETER SELECT HOLDING TRUST 2026-2
Transferee

and

EXETER SELECT AUTOMOBILE RECEIVABLES TRUST 2026-2
Transferor

Dated as of August 31, 2026

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TABLE OF CONTENTS

Page

ARTICLE I     DEFINITIONS	1
SECTION 1.1 General	1
SECTION 1.2 Specific Terms	1
SECTION 1.3 Usage of Terms	2
SECTION 1.4 [Reserved].	2
SECTION 1.5 No Recourse	2
SECTION 1.6 Action by or Consent of Noteholders and Certificateholders	3

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Execution Version

PURCHASE AGREEMENT

between

EFCAR, LLC
Purchaser

and

EXETER FINANCE LLC

Seller

Dated as of August 31, 2026

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TABLE OF CONTENTS

Page

ARTICLE I.	DEFINITIONS	1
SECTION 1.1	General	1
SECTION 1.2	Specific Terms	1
SECTION 1.3	Usage of Terms	2
SECTION 1.4	[Reserved].	2
SECTION 1.5	No Recourse	2

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Execution Version

ACCESSION AGREEMENT

Reference is hereby made to that certain Intercreditor Agreement, dated as of December 9, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), among (i) Exeter Finance LLC, as servicer, (ii) Citibank, N.A., as intercreditor agent, and (iii) each Other Party that becomes a party thereto pursuant to the terms thereof.  Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Agreement.

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Execution Version

ASSET REPRESENTATIONS REVIEW AGREEMENT

among

EXETER SELECT AUTOMOBILE RECEIVABLES TRUST 2026-2,
Issuer,

EXETER FINANCE LLC,
Servicer,

and

CLAYTON FIXED INCOME SERVICES LLC,
Asset Representations Reviewer

Dated as of August 31, 2026

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TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS		1
Section 1.1.	Definitions	1
Section 1.2.	Additional Definitions	1

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Expiration Date Extension Letter (Cincinnati Financial 2026) 4897-2856-4682 v5.doc 10000622 September 25, 2026 Cincinnati Financial Corporation 6200 S. Gilmore Road Fairfield, Ohio 45014 Attn: Michael J. Sewell and Michael A. Burke, Esq. Re: Expiration Date Extension Ladies and Gentlemen: Reference is made herein to that certain Credit Agreement, dated as of October 10, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CINCINNATI FINANCIAL CORPORATION and CFC INVESTMENT COMPANY, as Borrowers, the Lenders party thereto, and FIFTH THIRD BANK, NATIONAL ASSOCIATION, as Administrative Agent. All capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement. Pursuant to a letter agreement dated August 19, 2026 from Borrowers to Administrative Agent, and in accordance with Section 2.13 of the Credit Agreement, the Borrowers have heretofore requested a one-year extension of the Expiration Date under the Credit Agreement from October 10, 2030 to October 10, 2031 (th

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LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [●], by and among Astro Digital Holdings, Inc., a Delaware corporation (“Parent”) (formerly known as Proem Acquisition Corp I, a Cayman Islands exempted company prior to its domestication as a Delaware corporation), Proem SPAC Partners I LLC, a Cayman Islands limited liability company (the “Sponsor”), certain former stockholders, officers and directors of Astro Digital US, Inc., a Delaware corporation (the “Company”), identified on the signature page and as set forth on Schedule I hereto (such stockholders, the “Company Holders”) and other persons and entities (collectively with the Sponsor, the Company Holders and any person or entity who hereafter becomes a party to this Agreement, the “Holders” and each, a “Holder”).

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EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered as of [DATE] and effective as of the Effective Date (as defined below), by and between Proem Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and [NAME], an individual residing at [ADDRESS] (the “Executive”). This Agreement shall amend and replace in its entirety the Employment Agreement signed between Astro Digital US, Inc., a Delaware corporation (“Astro Digital”) and [NAME] dated as of [PRIOR AGREEMENT DATE] (the “Prior Agreement”), effective as of (and contingent upon) the Effective Date. For purposes of this Agreement, the Company and Executive may be referred to each individually as a “Party” and collectively as the “Parties.”

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RECITALS

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**WHEREAS, **Executive has been serving as the [TITLE] of Astro Digital pursuant to the Prior Agreement;

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Privileged & Confidential

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INVESTORS’ RIGHTS AGREEMENT

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THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2026, by and among Astro Digital Holdings, Inc. (f/k/a Proem Acquisition Corp I), a Delaware corporation (“Parent”), Proem SPAC Partners I LLC, a Cayman Islands limited liability company (“Sponsor”), and the other Holders listed on Schedule I attached hereto, including, only for purposes of Section 5.04, any required Prior Agreement (as defined below) signatories identified thereon.

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RECITALS

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WHEREAS, Parent, the Sponsor and certain security holders are parties to that certain Registration Rights Agreement, dated as of February 11, 2026 (the “Prior Agreement”);

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**Exhibit 10.2 **

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PARENT SUPPORT AGREEMENT

This PARENT SUPPORT AGREEMENT (this “Agreement”) is dated as of September 26, 2026, by and among the Persons set forth on Schedule I hereto (each, a “Parent Shareholder” and, collectively, the “Parent Shareholders”), Proem Acquisition Corp I, a Cayman Islands exempted company (which shall de-register from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation prior to the Closing) (“Parent”), and Astro Digital US, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

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RECITALS

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