Browse EX-10 agreements

TERM LOAN NOTE

$100,000,000.00

June 18, 2026

New York, New York

FOR VALUE RECEIVED, STRAWBERRY FIELDS REALTY LP, a Delaware limited partnership (together with any Person that may from time to time hereafter become party hereto as a Borrower, individually and collectively, the “Borrower”), hereby, jointly and severally, promises to pay to the order of POPULAR BANK, a New York State chartered commercial bank, as agent (“Agent”), and a lender (the “Lender”), at its office at 85 Broad Street, 10th Floor, New York, New York 10004, or at such other place as the holder hereof may designate in writing, in lawful money of the United States of America, the principal sum of ONE HUNDRED MILLION AND NO/100 Dollars ($100,000,000.00), or such lesser principal sum as may then be owed by the Borrower to the Lender hereunder, on or before the Stated Maturity Date.

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REVOLVING LOAN NOTE

$100,000,000.00

June 18, 2026

New York, New York

FOR VALUE RECEIVED, STRAWBERRY FIELDS REALTY LP, a Delaware limited partnership (together with any Person that may from time to time hereafter become party hereto as a Borrower, individually and collectively, the “Borrower”), hereby, jointly and severally, promises to pay to the order of POPULAR BANK, a New York State chartered commercial bank, as agent (“Agent”), and a lender (the “Lender”), at its office at 85 Broad Street, 10th Floor, New York, New York 10004, or at such other place as the holder hereof may designate in writing, in lawful money of the United States of America, the principal sum of ONE HUNDRED MILLION AND NO/100 Dollars ($100,000,000.00), or such lesser principal sum as may then be owed by the Borrower to the Lender hereunder, on or before the Stated Maturity Date.

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EXECUTION VERSION

 

TERM LOAN AND SECURITY AGREEMENT

by and among

 

STRAWBERRY FIELDS REALTY LP

together with any Person that may from time to time

hereafter become party hereto as a Borrower,

collectively, Borrower,

and

 

POPULAR BANK,

as Agent and Lender

Dated as of June 18, 2026

 

 

 

 

 

TABLE OF CONTENTS

 

 

Page

 

 

 

DEFINITIONS

1

 

1.1

General Terms

1

 

1.2

Accounting Terms

18

 

1.3

Others Defined in Code

18

 

1.4

Other Interpretive Provisions

18

 

 

 

 

TERM LOAN COMMITMENT; INTEREST; FEES

18

 

2.1

Term Loan

18

 

2.2

The Borrower’s Loan Account

19

 

2.3

Statements

20

 

2.4

Interest; Benchmark Replacement

20

 

2.5

Method for Making Payments

21

 

2.6

Term of this Agreement

21

 

2.7

Optional Prepayment; Mandatory Prepayment

22

 

2.8

Limitation on Charges

23

 

2.9

Setoff

23

 

2.10

Termination of Loan

24

 

2.11

Fees

24

 

2.12

Late Charges

24

 

2.13

Extension of Maturity Date

24

 

2.14

Partial Release

25

 

 

 

 

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RETIREMENT, SEPARATION, WAIVER AND RELEASE AGREEMENT

This Retirement, Separation, Waiver and Release Agreement (“Agreement”) is entered into as of the 16th day of June, 2026, by and between Daniel R. Needham (“Executive”), a citizen and resident of North Carolina, and Nucor Corporation, a Delaware corporation with its principal place of business in Charlotte, North Carolina.

WHEREAS, Executive has spent 21 years as a Nucor (as hereinafter defined) employee, and has most recently been employed as Executive Vice President of Nucor Corporation, where he was significantly involved with and responsible for the management and direction of Nucor’s business operations;

WHEREAS, Executive has decided to retire and resign from his employment with Nucor effective June 20, 2026 (the “Effective Date”);

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Execution Copy

SEPARATION AGREEMENT AND GENERAL RELEASE

 

This Separation Agreement and General Release (this “Agreement”) is entered into by and between Luan Pham (the “Executive”) and Byrna Technologies Inc., a Delaware corporation, on behalf of itself and its subsidiaries and affiliates (collectively, the “Company”). The Executive and the Company are referred to herein individually as a “Party” and collectively as the “Parties.”

 

 

RECITALS

 

WHEREAS, the Executive has been employed by the Company, most recently as President of the Company;

 

WHEREAS, the Company has determined to terminate the Executive’s employment without Cause, and the Executive’s employment with the Company will terminate effective June 13 th , 2026 (the “Separation Date”);

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Document

Exhibit 10.1

BY HAND or BY E-MAIL

Mr. Massimo Andolina

Lausanne, June 11, 2026

Dear Massimo,

We are pleased to confirm your employment with PMI Management Sàrl (hereafter referred to as the "Company") as Group Chief Financial Officer, reporting to Mr. Jacek Olczak, Group CEO PMI, and based in Lausanne, Switzerland.

This contract supersedes and replaces any previous employment contracts with the Company or any other entity within the Philip Morris International group.

The terms and conditions of your employment will be as follows:

Effective Date

This contract will be effective as of August 1, 2026 (the “Effective Date”) for an indefinite period of time.

For the purpose of benefits which are linked to seniority in the Company, but with the exception of Pension Fund affiliation, your initial entry date into Philip Morris International Inc. or its subsidiaries will be taken into account, i.e. October 1, 2008 (the “Service Date”).

Annual Base Salary

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Marblegate Capital Corporation

2026 EQUITY INCENTIVE PLAN

EFFECTIVE DATE: June 11, 2026

ARTICLE 1.

PURPOSE

This 2026 Equity Incentive Plan (the “Plan”) was adopted by the Board of Directors of Marblegate Capital Corporation (the “Company”) on April 27, 2026 and approved by the Company’s stockholders on June 11, 2026. The purpose of the Plan is to promote the success and enhance the value of the Company by linking the individual interests of the members of the Board, Employees, and Consultants to those of Company stockholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to Company stockholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of members of the Board, Employees, and Consultants upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent.

ARTICLE 2.

DEFINITIONS AND CONSTRUCTION

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REGISTRATION RIGHTS AGREEMENT

 

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among Big3 Basketball Holdings, Inc., a Delaware corporation (formerly known as Halfcourt Holdco, Inc., “Pubco”), Graf Global Sponsor LLC, a Delaware limited liability company (the “Sponsor”), the members of the Sponsor listed on the signature pages hereto (the “Sponsor Members”), Cantor Fitzgerald & Co. (the “IPO Underwriter”), the directors and officers of SPAC listed on the signature pages hereto (the “SPAC Holders”), and certain members of BIG3 HoldCo LLC, a Delaware limited liability company (the “Company”), listed on the signature pages hereto (such members, the “Company Holders” and, together with the Sponsor, the Sponsor Members, the SPAC Holders, the IPO Underwriter 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”). Capitalized terms used and not otherwise defined herein shall have the

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Execution Copy

 

SPONSOR SUPPORT AGREEMENT

 

This Sponsor Support Agreement (this “Agreement”) is dated as of June 12, 2026, by and among Graf Global Corp., a Cayman Islands exempted company (“SPAC”), Graf Global Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Halfcourt Holdco, Inc., a Delaware corporation (“Pubco”), and BIG3 HoldCo LLC, a Delaware limited liability company (the “Company”), and the other parties set forth on the signature pages hereto or which execute a joinder to this Agreement (such parties, together with Sponsor, the “Insiders”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

 

RECITALS

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SPONSOR INDEMNIFICATION AGREEMENT

 

This Sponsor Indemnification Agreement (this “Agreement”) is dated as of [●], 2026, by and among Big3 Basketball Holdings, Inc., a Delaware Corporation (formerly known as Halfcourt Holdco, Inc., “Pubco”), BIG3 HoldCo LLC, a Delaware limited liability company (the “Company”), and Graf Global Sponsor LLC, a Delaware limited liability company (the “Sponsor”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement, dated as of June 12, 2026, entered into by and among Graf Global Corp., a Cayman Islands exempted company (the “SPAC”), Pubco, Halfcourt Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Pubco, Halfcourt Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Pubco, and the Company (the “Business Combination Agreement”).

 

RECITALS

 

WHEREAS, on the date hereof, Pubco consummated the transactions contemplated by the Business Combination Agreement; and

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THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.

 

CONVERTIBLE PROMISSORY NOTE (“NOTE”)

 

Principal Amount: Up to $200,000 Dated: June 10, 2026

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WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT

 

among

 

GRAF GLOBAL CORP.,

 

BIG3 BASKETBALL HOLDINGS, INC.

 

and

 

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

 

Dated [●], 2026

 

THIS WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated [●], 2026 and effective as of the effective time of the SPAC Merger (as defined below), is made by and among Graf Global Corp., a Cayman Islands exempted company which, on the day prior to the SPAC Merger, transferred by way of continuation out of the Cayman Islands and into the State of Delaware so as to re-domicile as and become a Delaware corporation pursuant to the Companies Act (as Revised) of the Cayman Islands (the “SPAC”), Big3 Basketball Holdings, Inc., a Delaware corporation (formerly known as Halfcourt Holdco, Inc., “Pubco”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”), and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated as

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