Browse EX-10 agreements

Execution Version

 

 

 

SYNDICATED FACILITY AGREEMENT

dated as of February 10, 2026

among

EG FINCO LIMITED,

as the Parent Borrower,

EG AMERICA, LLC,

as a Borrower

EG GROUP LIMITED,

as Parent

JPMORGAN CHASE BANK, N.A. and J.P. MORGAN SE,

as Administrative Agent,

BARCLAYS BANK PLC

as Syndication Agent,

The Lenders and L/C Issuers Party Hereto,

JPMORGAN CHASE BANK, N.A.,

BARCLAYS BANK PLC,

BNP PARIBAS S.A.,

COÖPERATIEVE RABOBANK U.A. TRADING AS RABOBANK LONDON,

DEUTSCHE BANK SECURITIES INC.,

BANK OF AMERICA, N.A., LONDON BRANCH,

HSBC BANK PLC

and

GOLDMAN SACHS BANK USA

as Joint Lead Arrangers and Joint Bookrunners,

and

ING CAPITAL LLC,

MORGAN STANLEY SENIOR FUNDING, INC.,

UBS SECURITIES LLC,

TD SECURITIES (USA) LLC,

and

WELLS FARGO SECURITIES, LLC

as Co-Documentation Agents

 

 

 

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TABLE OF CONTENTS

 

Section

  

Page

 

ARTICLE I.

  

DEFINITIONS AND ACCOUNTING TERMS

  

1.01

 

Defined Terms

  

 

1

 

1.02

 

Other Interpretive Provisions

  

 

118

 

1.03

 

Accounting Terms

  

 

121

 

1.04

 

Dutch Terms

…

Execution Version

 

 

EG GLOBAL FINANCE PLC

as the Issuer

and

the Guarantors party hereto

and

DEUTSCHE TRUSTEE COMPANY LIMITED

as Trustee

and

BARCLAYS BANK PLC

as Security Agent

and

DEUTSCHE BANK AG, LONDON BRANCH

as Paying Agent, Calculation Agent and Transfer Agent

and

DEUTSCHE BANK TRUST COMPANY AMERICAS

as Registrar

 

 

INDENTURE

Dated as of November 24, 2023

 

 

For the Initial Issuance of:

$500,000,000 Senior Secured Floating Rate Cash Pay / PIK Notes due 2028

 

 

 

 

 

i

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TABLE OF CONTENTS

 

 

  

 

  

Page

 

ARTICLE 1

  

DEFINITIONS

  

 

1

 

Section 1.01

  

Definitions

  

 

1

 

Section 1.02

  

Other Definitions

  

 

43

 

Section 1.03

  

Rules of Construction

  

 

44

 

ARTICLE 2

  

THE NOTES

  

 

45

 

Section 2.01

  

Form and Dating

  

 

45

 

Section 2.02

  

Execution and Authentication

  

 

46

 

Section 2.03

  

Appointment of Agents

  

 

47

 

Section 2.04

  

Paying Agent to Hold Money

  

 

47

 

Section 2.05

  

Holder Lists

  

 

48

 

Section 2.06

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Amendment to Loan Documents                                                                                                                                   

 

THIS AMENDMENT TO LOAN DOCUMENTS (this “Amendment”) is made as of June 30, 2026, by and between INTEGRATED BIOPHARMA, INC., a Delaware corporation, with an address at 225 LONG AVENUE, SUITE 15, HILLSIDE, NEW JERSEY 07205-2356, and MANHATTAN DRUG COMPANY, INC., a New Jersey corporation, with an address at 225 LONG AVENUE, SUITE 15, HILLSIDE, NEW JERSEY 07205-2356 (individually and collectively, the “Borrower”), and PNC BANK, NATIONAL ASSOCIATION (the “Bank”).

 

BACKGROUND

…

Convertible Line of Credit Note

(Daily SOFR)

 

$250,000.00   

  June 30, 2026

 

                                                                                                                 

 

 

FOR VALUE RECEIVED, INTEGRATED BIOPHARMA, INC., with an address at 225 LONG AVE, STE 15, HILLSIDE, NEW JERSEY 07205-2356 and MANHATTAN DRUG COMPANY, INC., with an address at 225 LONG AVE, STE 15, HILLSIDE, NEW JERSEY 07205-2356 (individually and collectively, the “Borrower”) promises to pay to the order of PNC BANK, NATIONAL ASSOCIATION (the “Bank”), in lawful money of the United States of America in immediately available funds at its offices located at 150 Clove Rd, Little Falls, New Jersey 07424-2138, or at such other location as the Bank may designate from time to time, the principal sum of $250,000.00 (the “Facility”) or such lesser amount as may be advanced to or for the benefit of the Borrower hereunder, together with interest accruing on the outstanding principal balance from the date hereof, all as provided below.

…

AMENDED AND RESTATED LICENSE AGREEMENT

This Amended and Restated License Agreement (this “Agreement”) is entered into as of June 29, 2026 (the “Effective Date”), by and between TAP, Inc., a Utah corporation (“Licensor”), and TAP Real Estate Technologies, Inc., a Delaware corporation (“Licensee”). Licensor and Licensee are sometimes referred to individually as a “Party” and collectively as the “Parties.”

 

RECITALS

 

A. Licensor has developed, acquired and owns certain patents, trademarks, service marks, trade names, copyrights, trade secrets, software, APIs, SDKs, workflows, proprietary know-how, documentation, blockchain and smart-contract technology, wallet technology, registry technology and other intellectual property and intangible property rights used in connection with the TAP product ecosystem.

…

REGISTRATION RIGHTS AGREEMENT

 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 29, 2026, between DNA X, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

 

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

 

The Company and each Purchaser hereby agree as follows:

 

1. Definitions.

 

Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase 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).

 

“Conversion Shares” shall have the meaning ascribed to such term in the Certificate of Designation of the Preferred Stock.

…

SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 29, 2026, between DNA X, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

 

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below), and Rule 506 promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

 

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

 

ARTICLE I.

DEFINITIONS

…

AMENDMENT TO EMPLOYMENT AGREEMENT

 

This AMENDMENT is made and effective as of June 30, 2026 by and between CINGULATE THERAPEUTICS LLC, a Delaware Limited Liability Company, whose principal address is 1901 W. 47th Place, 3rd Floor, Kansas City, KS 66205 (the “Company”) and MATTHEW N. BRAMS, whose address is 550 Westcott St., #520, Houston, TX 77077, (the “Employee”). (The Company and the Executive hereinafter sometimes referred to as the “Parties”.)

 

WITNESSETH:

 

WHEREAS, the Parties are subject to an Employment Agreement, effective January 1, 2026 (the “Employment Agreement”); and

 

WHEREAS, the Company desires to extend the Trial Period (as defined in the Employment Agreement) through September 30, 2026.

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

 

The following amendments are made to the Employment Agreement;

…

Document

EXECUTIVE EMPLOYMENT AND RESTRICTIVE COVENANT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AND RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is made and entered into as of July 1, 2026 with an effective date of April 1, 2026 (the “Effective Date”) by and between AlTi Global, Inc. (the “Company”) and Nancy Curtin (“Executive”).

WITNESSETH:

WHEREAS, the Company desires to secure the continued services of Executive for the benefit of the Company;

WHEREAS, Executive desires to continue to provide such services, subject to the terms and conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements contained herein, together with other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

…

Document

AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AND RESTRICTIVE COVENANT AGREEMENT

THIS AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AND RESTRICTIVE COVENANT AGREEMENT (this “Amendment”) is made and entered into as of July 1, 2026, by and among AlTi Global, Inc. (f/k/a Alvarium Tiedemann Holdings, Inc.) (“Holdings”), Tiedemann Advisors, LLC (“TA” and together with Holdings, the “Company”), and Kevin Moran (“Executive”).

WITNESSETH:

WHEREAS, the parties entered into that certain Executive Employment and Restrictive Covenant agreement, dated as of January 3, 2023 (the “Agreement”);

WHEREAS, the Company has appointed Executive to serve as President and Chief Operating Officer, and the parties desire to update the Agreement to reflect Executive’s new title and revised compensation; and

WHEREAS, the parties desire to amend the Agreement on the terms and conditions set forth herein.

…

Execution Version

CUSIP Numbers:

Deal: 37253NAJ4

Revolver: 37253NAK1

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

dated as of June 29, 2026

among

GENTHERM INCORPORATED,

GENTHERM (TEXAS), INC.,

GENTHERM MEDICAL, LLC,

GENTHERM GMBH

and

GENTHERM PRÄZISION SE,

as the Borrowers,

the other Borrowers from time to time party hereto,

the Lenders from time to time party hereto,

BANK OF AMERICA, N.A.,

as the Administrative Agent, the Swing Line Lender and the L/C Issuer,

JPMORGAN CHASE BANK, N.A.,

HSBC BANK USA, N.A.,

PNC BANK, NATIONAL ASSOCIATION

and

WELLS FARGO BANK, N.A.,

as Co-Syndication Agents,

FIFTH THIRD BANK, N.A.,

as Documentation Agent,

BOFA SECURITIES, INC.,

JPMORGAN CHASE BANK, N.A.,

HSBC SECURITIES (USA) INC.,

PNC CAPITAL MARKETS LLC

and

WELLS FARGO SECURITIES, LLC,

as Joint Lead Arrangers,

BOFA SECURITIES, INC.,

as Sole Bookrunner

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TABLE OF CONTENTS

 

 

 

 

  

Page

 

ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS

  

 

1

 

1.01

 

Defined Terms

…