Browse EX-10 agreements

**ADVISOR AGREEMENT **

This Advisor Agreement is entered into between Coinbase, Inc.** **(“Company”) and the advisor named on the signature page hereto (“Advisor”) as of the date Advisor and Company sign this Advisor Agreement (“Effective Date”). Company and Advisor agree as follows:

1. Services. Advisor shall serve as an advisor to the Company from August 1, 2026 to October 31, 2026 (“Term”). Advisor will provide advising and transitional services to the Company, including, without limitation, meeting with members of the Company’s leadership team regarding product, legal and regulatory strategy and other matters and such other services as requested by the Company’s management (the “Services”). Advisor represents that Advisor has the qualifications, the experience and the ability to properly perform the Services. Advisor shall use commercially reasonable efforts to perform the Services such that the results are satisfactory to the Company.

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EXECUTION VERSION

FOURTH AMENDMENT TO LOAN AND SERVICING AGREEMENT (this “Amendment”), dated as of July 2, 2026 (the “Amendment Date”), among Overland Financing MS, LLC, a Delaware limited liability company, as the borrower (the “Borrower”), Overland Advantage, a Delaware statutory trust, as the servicer (the “Servicer”), Morgan Stanley Bank, N.A., as lender (the “Lender”), and Morgan Stanley Senior Funding, Inc., as administrative agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”).

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EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (this “Agreement”), dated as of July 9, 2026 (the “Effective Date”), is entered into by and between Nixxy, Inc., a Nevada corporation (the “Company”), and David Kratochvil (the “Employee”).

RECITALS

WHEREAS, Company wishes to employ Employee as its Chief Executive Officer and President;

WHEREAS, Employee represents that Employee possesses the necessary skills to perform; the duties of this position and that Employee has no obligation to any other person or entity which would prevent, limit or interfere with Employee’s ability to do so; and

WHEREAS, Employee and Company desire to enter into a formal Executive Employment Agreement to assure the harmonious performance of the affairs of Company.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

AGREEMENT

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Exhibit 10.1

FORM OF INDEMNIFICATION AGREEMENT

This Indemnification Agreement (“Agreement”), dated as of [•], 2026, is by and between Sui Group Holdings Limited, a Minnesota corporation (the “Company”) and [NAME OF DIRECTOR/OFFICER] (“Indemnitee”).

WHEREAS, [Indemnitee is [a director/an officer] of the Company]/[the Company expects Indemnitee to join the Company as [a director/an officer]];

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 and insurance coverage is available; and

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Exhibit 10.1

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NOTE EXCHANGE AGREEMENT

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THIS EXCHANGE AGREEMENT (this “Agreement”) is made as of July 6, 2026, by and between Newton Golf Company, Inc., a Delaware corporation (the “Company”), and the holder identified on the signature page hereto (the “Holder”).

RECITALS

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WHEREAS, the Company previously issued to the Holder that certain Convertible Promissory Note, dated [●], 2026, in the original principal amount set forth on the signature page hereto (the “Existing Note”), pursuant to that certain Securities Purchase Agreement, dated as of [●], 2026, by and among the Company and the purchasers party thereto (the “Original Purchase Agreement”);

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REGISTRATION RIGHTS AGREEMENT

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This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 6, 2026, between Newton Golf Company, Inc., a Delaware corporation (the “Company”), and the holder of Series A Preferred Stock signatory hereto (the “Holder”).

This Agreement is made pursuant to the Exchange Agreement or Subscription Agreement, dated as of July 6, 2026, between the Company and the Holder (the “Preferred Agreement”).

The Company and the Holder hereby agree as follows:

1. Definitions.

Capitalized terms used and not otherwise defined herein that are defined in the Preferred Agreement shall have the meanings given such terms in the Preferred Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Advice” shall have the meaning set forth in Section 6(c).

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EXECUTION VERSION

Exhibit 10.1

OMNIBUS AMENDMENT TO

RECEIVABLES PURCHASE AGREEMENT

FIRST TIER SALE AGREEMENT

SECOND TIER SALE AND CONTRIBUTION AGREEMENT

UK SALE AGREEMENT

CANADIAN PURCHASE AND SALE AGREEMENT

SWISS SALE AGREEMENT AND WAIVER

This OMNIBUS AMENDMENT AND WAIVER, dated as of July 2, 2026 (this “Amendment”), is entered into by and among the following parties:

(i)    RACKSPACE RECEIVABLES II LLC, a Delaware limited liability company (the “Seller”), as Seller;

(ii)    RACKSPACE RECEIVABLES CANADA LIMITED, a British Columbia company (“Canadian Guarantor”), as Canadian Guarantor;

(iii)    RACKSPACE US, INC., as U.S. Servicer (the “U.S. Servicer”) and as Transferor (the “Transferor”);

(iv)    RACKSPACE LIMITED, as UK Servicer (the “UK Servicer”) and as an Originator (the “UK Originator”);

(v)    ONICA TECHNOLOGIES CANADA INC., as Canadian Servicer (the “Canadian Servicer”) and as an Originator (the “Canadian Originator”);

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July 7, 2026

Alfredo Luchini

Palm Beach Gardens, FL

Dear Alfredo,

I am pleased to extend this employment opportunity as Chief Financial Officer reporting directly to me. Your first day of employment with UNFI (the “Company”), and the effective date of this letter will be on or about August 10, 2026, the “Start Date”. This offer is contingent upon the successful completion of a pre-employment background check and form I-9.

The following information outlines the details of your new position with the Company:

•Base Salary: You will be paid an annual salary of $800,000. Your salary will be paid on a bi-weekly basis in accordance with the Company’s payroll practices. Pay dates currently occur every other Friday.

•Sign On Bonus:You will be awarded a sign-on bonus of $150,000, payable within the first thirty (30) days of service. The sign-on bonus is contingent upon signing the payback agreement included with this letter.

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July 7, 2026

Matteo Tarditi

Dear Matteo,

I am pleased to extend this promotional opportunity as President & Chief Operating Officer reporting directly to me. The effective date of this letter will be on or about August 3, 2026, the “Start Date”.

The following information outlines the details of your new position with the Company:

•Base Salary: You will be paid an annual salary of $890,000. Your salary will continue to be paid on a bi-weekly basis in accordance with the Company’s payroll practices. Pay dates currently occur every other Friday.

•Annual Incentive Program:You will continue to be eligible to participate in UNFI’s Annual Incentive Plan (AIP) targeted at 100% of your base salary with the ability to earn up to 200% of your target.  The payout is based on achievement of certain fiscal year goals and objectives and may be higher or lower based on factors such as performance, impact to the organization and leader discretion. This annual incentive will be payable in conjunction with all year-end incentive payments.

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Exhibit 10.1

FIRST AMENDMENT TO CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of July 7, 2026 (this “Amendment”), is made by and among ENERPAC TOOL GROUP CORP., a Wisconsin corporation (the “Company”), ENERPAC FINANCE LIMITED, a company incorporated in England and Wales with company number 05825819 (“Enerpac Finance”), ATU EURO FINANCE B.V., a Dutch entity, with seat (statutaire zetel) in Ede, the Netherlands, Trade Register number 53136918 (“ATU” and, together with the Company and Enerpac Finance, collectively, the “Borrowers” and each individually, a “Borrower”), the GUARANTOR listed on the signature pages hereto, the FIRST AMENDMENT INCREMENTAL REVOLVING LENDER (as defined below) and PNC BANK, NATIONAL ASSOCIATION, in its capacity as the administrative agent for the Lenders (in such capacity, the “Administrative Agent”), Swingline Loan Lender and Issuing Lender.

W I T N E S S E T H:

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Exhibit 10.2

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THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

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THE ISSUE PRICE OF THIS NOTE IS $166,500.00 THE ORIGINAL ISSUE DISCOUNT IS $16,500.00

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Principal Amount: $166,500.00	**Issue Date: June 29, 2026 **
Purchase Price: $150,000.00

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PROMISSORY NOTE

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SECURITIES PURCHASE AGREEMENT

This **SECURITIES PURCHASE AGREEMENT **(the “Agreement”), dated as of June 29, 2026, by and between CLEAN ENERGY TECHNOLOGIES, INC., a Nevada corporation, with its address at 1340 Reynolds Avenue, Unit 120, Irvine, CA 92614 (the “Company”), and **Coventry Enterprises LLC, a **Delaware limited liability company, with its address at 80 SW 8th Street, Suite 2000, Miami, Florida 33130 (the “Buyer”).

WHEREAS:

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”); and

B. Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, a promissory note of the Company, in the form attached hereto as Exhibit A, in the aggregate principal amount of $166,500.00 (including $16,500.00 of Original Issue Discount) (the “Note”).

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