Browse EX-10 agreements

LOAN AGREEMENT AND PROMISSORY NOTE

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Principal Amount: US $25,000.00	Effective Date: July 13, 2026

This Loan Agreement and Promissory Note (this “Note”) is made and entered into as of the Effective Date set forth above by and between Dylan Monroe, an individual residing in Miami-Dade County, Florida (“Lender”) and Space-Eyes, Inc., a [Delaware] corporation with its principal place of business in Miami, Florida (“Borrower” or the “Company”). Lender and Borrower are each a “Party” and together the “Parties.”

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RECITALS

WHEREAS, Lender is an officer and director of Borrower, and this Note constitutes a related-party transaction that has been reviewed and approved by the disinterested member(s) of Borrower’s Board of Directors in accordance with applicable law and Borrower’s governance policies;

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LOAN AGREEMENT AND PROMISSORY NOTE

Principal Amount: US $120,000.00	**Effective Date: **August 4, 2026

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This Loan Agreement and Promissory Note (this “Note”) is made and entered into as of the Effective Date set forth above by and between **Dylan Monroe, **an individual residing in Miami-Dade County, Florida (“Lender”), and **Space-Eyes, Inc., **a [Delaware] corporation with its principal place of business in Miami, Florida (“Borrower” or the “Company”). Lender and Borrower are each a “Party” and together the “Parties.”

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RECITALS

WHEREAS, Lender is an officer and director of Borrower, and this Note constitutes a related-party transaction that has been reviewed and approved by the disinterested member(s) of Borrower’s Board of Directors in accordance with applicable law and Borrower’s governance policies;

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LOAN AGREEMENT AND PROMISSORY NOTE

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Principal Amount: US $100,000.00	Effective Date: July 6, 2026

This Loan Agreement and Promissory Note (this “Note”) is made and entered into as of the Effective Date set forth above by and between **Dylan Monroe, **an individual residing in Miami-Dade County, Florida (“**Lender”), and Space-Eyes, Inc., **a [Delaware] corporation with its principal place of business in Miami, **Florida (“Borrower” or the “Company”). Lender and Borrower are each a “Party” and together the “Parties.”

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RECITALS

WHEREAS, Lender is an officer and director of Borrower, and this Note constitutes a related-party **transaction that has been reviewed and approved by the disinterested member(s) of Borrower’s Board of **Directors in accordance with applicable law and Borrower’s governance policies;

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EXECUTIVE EMPLOYMENT AGREEMENT

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OFA Group

This Executive Employment Agreement (the “Agreement”) is entered into as of September 30, 2026, between Eugene M. Johnston, an individual (“Executive”) and OFA Group, an Exempted Company incorporated in the Cayman Islands with Limited Liability (the “Company”). Executive’s employment hereunder shall commence on October 1, 2026, or such other date as the parties may mutually agree in writing (the “Effective Date”).

RECITALS:

WHEREAS, the Company desires to employ Executive as its Chief Financial Officer to provide financial leadership, direction, and management of the Company’s financial strategy, operations, and reporting;

WHEREAS, Executive possesses unique skills, experience, and qualifications that make Executive particularly suited to serve as the Company’s Chief Financial Officer;

WHEREAS, Executive desires to accept such employment and provide services to the Company upon the terms and conditions set forth herein;

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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 COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

Principal Amount: US$34,330.96

Dated: October 5, 2026

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EXECUTION VERSION

DEAL CUSIP NUMBER: 557498AE2

FACILITY CUSIP NUMBER: 557498AF9

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF October 1, 2026

AMONG

MADISON GAS AND ELECTRIC COMPANY,
AS BORROWER,

THE LENDERS,

U.S. BANK NATIONAL ASSOCIATION,

AS ADMINISTRATIVE AGENT,

AND

ASSOCIATED BANK, N.A.,

AS SYNDICATION AGENT

U.S. BANK NATIONAL ASSOCIATION

LEAD ARRANGER AND SOLE BOOK RUNNER

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Table of Contents

Page

ARTICLE I DEFINITIONS; ETC.	1
1.1. Definitions	1
1.2. Other Interpretative Provisions	21

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EXECUTION VERSION

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF OCTOBER 1, 2026

AMONG

MADISON GAS AND ELECTRIC COMPANY,
AS BORROWER,

THE LENDERS,

JPMORGAN CHASE BANK, N.A.,

AS ADMINISTRATIVE AGENT,

AND

BANK OF AMERICA, N.A.

AND

U.S. BANK NATIONAL ASSOCIATION,

AS SYNDICATION AGENTS,

JPMORGAN CHASE BANK, N.A.,

AS LEAD ARRANGER AND SOLE BOOK RUNNER

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Table of Contents

ARTICLE I	DEFINITIONS; ETC	1
1.1.	Definitions	1
1.2.	Letter of Credit Amounts	25

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EXECUTION VERSION

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF OCTOBER 1, 2026

AMONG

MGE ENERGY, INC.,
AS BORROWER,

THE LENDERS,

JPMORGAN CHASE BANK, N.A.,

AS ADMINISTRATIVE AGENT,

AND

BANK OF AMERICA, N.A.

AND

U.S. BANK NATIONAL ASSOCIATION,

AS SYNDICATION AGENTS,

JPMORGAN CHASE BANK, N.A.,

AS LEAD ARRANGER AND SOLE BOOK RUNNER

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Table of Contents

ARTICLE I DEFINITIONS; ETC.	1
1.1. Definitions.	1
1.2. Letter of Credit Amounts.	24
1.3. Other Interpretative Provisions.	25

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**Execution Version **

FOURTH AMENDMENT TO LOAN AND SERVICING AGREEMENT (this “Amendment”), dated as of October 1, 2026 (the “Amendment Date”), among First Eagle Private Credit Fund SPV, LLC (together with its successors and assigns in such capacity, the “Borrower”), FEPC Fund Servicer LLC, as 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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Execution Version

AMENDMENT NO. 2 TO
SENIOR SECURED REVOLVING CREDIT AGREEMENT

This AMENDMENT NO. 2 (this “Amendment”), dated as of September 29, 2026, and effective as of Amendment No. 2 Effective Date (as defined below), by and among VISTA CREDIT STRATEGIC LENDING CORP., a Maryland corporation (the “Borrower”), ING CAPITAL LLC, as administrative agent for the Lenders (as defined below) under the Credit Agreement (as defined below) (in such capacity, together with its successors in such capacity, the “Administrative Agent”), the Consenting Lenders (as defined below), and, solely for purposes of Section 2.9, the entities identified as Subsidiary Guarantors on the signature pages hereto (the “Subsidiary Guarantors” and, together with the Borrower, the “Obligors”), is made with respect to the Senior Secured Revolving Credit Agreement, dated as of September 5, 2025 (as amended by that certain Amendment No. 1 to Senior Secured Revolving Credit Agreement, dated as of January 30, 2026, and as further amended, restated, amended and restated, supplemented or otherwise modified from time t

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Execution Version

VISTA CREDIT STRATEGIC LENDING CORP.

SUPPLEMENT NO.1TO MASTER NOTE PURCHASE AGREEMENT

Dated as of September 29, 2026

$150,000,000 7.75% Series 2026A Senior Notes, due October 2, 2028

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VISTA CREDIT STRATEGIC LENDING CORP.

Dated as of

September 29, 2026

To the Additional Purchaser(s) named in

Schedule A hereto

Ladies and Gentlemen:

This Supplement No. 1 to Master Note Purchase Agreement (this “Supplement”) is between Vista Credit Strategic Lending Corp., a Maryland corporation (the “Company”), and the institutional investors named on Schedule A attached hereto (the “Additional Purchasers”).

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**ASSET PURCHASE AGREEMENT  **

by and between

OMNITEK ENGINEERING CORP.

as Seller,

OMNITEK CORP.

as Buyer,

and

**Werner Funk **

as Buyer Executive

Dated as of October 2, 2026

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TABLE OF CONTENTS

Page

ARTICLE I.``DEFINITIONS ``1 

1.1``Defined Terms ``1

1.2``Interpretation ``8

ARTICLE II.``THE TRANSACTIONS``8

2.1``Purchase and Sale of Assets ``8

2.2``Assumption of Liabilities ``8

2.3``Purchase Price``8

2.4``Closing ``9

2.5``Closing Deliverables ``9

2.6``Allocation ``10

2.7``Nontransferability of Assumed Contract ``10

2.8``Further Assurances ``10

[ARTICLE III. REPRESENTATIONS AND WARRANTIES OF SELLER ``11]()

3.1``Organization and Authority of Seller; Enforceability``11

3.2``No Conflicts; Consents``11

3.3``Title to Purchased Assets ``12

3.4``Intentionally Deleted ``12

3.5``Absence of Certain Changes, Events and Conditions ``12

3.6``Intellectual Property ``12

3.7``Real Property ``13

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