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FORM OF TAX MATTERS AGREEMENT

BY AND AMONG

MODINE MANUFACTURING COMPANY,

PLATINUM SPINCO INC.,

AND

GENTHERM INCORPORATED

DATED AS OF [•], 2026

 

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TABLE OF CONTENTS

 

 

  

Page

 

SECTION 1. DEFINITION OF TERMS

  

 

2

 

SECTION 2. ALLOCATION OF TAX LIABILITIES

  

 

12

 

Section 2.1 General Rule

  

 

12

 

Section 2.2 Employment Taxes

  

 

13

 

Section 2.3 Delayed SpinCo Assets; Delayed SpinCo Liabilities; Delayed Company Assets; Delayed Company Liabilities

  

 

13

 

Section 2.4 Straddle Period Tax Allocation

  

 

13

 

Section 2.5 Section 336(e) Tax Basis

  

 

13

 

Section 2.6 SpinCo Indebtedness

  

 

13

 

SECTION 3. PREPARATION AND FILING OF TAX RETURNS

  

 

14

 

Section 3.1 General

  

 

14

 

Section 3.2 Responsibility for Preparation and Filing

  

 

14

 

Section 3.3 Tax Reporting Practices

  

 

14

 

Section 3.4 Consolidated or Combined Tax Returns

  

 

15

 

Section 3.5 Right to Review and Consent to Tax Returns

  

 

15

…

Final Form

FORM OF TRANSITION SERVICES AGREEMENT

BY AND BETWEEN

MODINE MANUFACTURING COMPANY

AND

PLATINUM SPINCO INC.

DATED AS OF [●], 2026

 

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TABLE OF CONTENTS

 

Page

  

 

 

ARTICLE I DEFINITIONS

  

 

1

 

Section 1.01 Definitions

  

 

1

 

ARTICLE II SERVICES

  

 

4

 

Section 2.01 Services

  

 

4

 

Section 2.02 Performance of Services

  

 

5

 

Section 2.03 Charges for Services

  

 

6

 

Section 2.04 Reimbursement for Out-of-Pocket Costs and Expenses

  

 

6

 

Section 2.05 Changes in the Performance of Services

  

 

6

 

Section 2.06 Transitional Nature of Services

  

 

6

 

Section 2.07 Subcontracting

  

 

6

 

Section 2.08 Local Agreements

  

 

7

 

Section 2.09 Service Limitations

  

 

7

 

Section 2.10 System Shut Down

  

 

8

 

Section 2.11 Use of Services

  

 

8

 

Section 2.12 Service Managers

  

 

8

 

ARTICLE III OTHER ARRANGEMENTS

  

 

8

 

Section 3.01 Access

  

 

8

 

Section 3.02 Transition Period Employees

  

 

9

 

ARTICLE IV BILLING; TAXES

…

FORM OF EMPLOYEE MATTERS AGREEMENT

BY AND AMONG

MODINE MANUFACTURING COMPANY,

PLATINUM SPINCO INC.,

and

GENTHERM INCORPORATED

DATED AS OF [ ], 2026

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TABLE OF CONTENTS

 

ARTICLE I DEFINITIONS

 

2

SECTION 1.01. DEFINITIONS

 

2

ARTICLE II GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES

 

5

SECTION 2.01. GENERAL PRINCIPLES

 

5

SECTION 2.02. COMPARABLE COMPENSATION AND BENEFITS

 

7

SECTION 2.03. SERVICE CREDIT; HEALTH AND WELFARE PLAN TRANSITIONAL CREDITS

 

8

SECTION 2.04. BENEFIT PLANS

 

9

ARTICLE III ASSIGNMENT OF EMPLOYEES

 

11

SECTION 3.01. TRANSFER OF EMPLOYEES

 

11

SECTION 3.02. INDIVIDUAL AGREEMENTS

 

13

SECTION 3.03. SPINCO DELAYED TRANSFER EMPLOYEES

 

14

SECTION 3.04. CONSULTATION WITH LABOR REPRESENTATIVES; LABOR AGREEMENTS

 

14

ARTICLE IV EQUITY AND OTHER INCENTIVE COMPENSATION

 

15

SECTION 4.01. EQUITY INCENTIVE AWARDS

 

15

SECTION 4.02. NON-EQUITY INCENTIVE PLANS

 

17

ARTICLE V RETIREMENT PLANS

 

18

SECTION 5.01. COMPANY DEFINED BENEFIT PLAN

 

18

…

Execution Version

CUSIP Numbers:

Deal: 72767RAA0

Term Loan: 72767RAB8

CREDIT AGREEMENT

dated as of June 29, 2026

among

PLATINUM SPINCO INC.,

as the Borrower,

the Guarantors from time to time party hereto,

the Lenders from time to time party hereto,

BANK OF AMERICA, N.A.,

as the Administrative Agent,

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

  

 

1

 

1.02

  

Other Interpretive Provisions

  

 

37

 

1.03

  

Accounting Terms

  

 

38

 

1.04

  

Rounding

  

 

39

 

1.05

  

Conforming Changes

  

 

39

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FOURTH AMENDMENT TO Promissory note

 

THIS FOURTH Amendment (THE “FOURTH AMENDMENT”) DATED June 30, 2026, shall amend the Promissory note dated AS OF OCTOBER 4, 2021 (THE “NOTE”) and amended on august 15, 2023 (THE “fIRST aMENDMENT”), jULY 25, 2025 (THE “SECOND AMENDMENT”) and January 5, 2026 (the “Third amendment”) AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE “MAKER”) AND FROST GAMMA INVESTMENTS TRUST (THE “PAYEE”) AS NOTED BELOW.

 

RECITALS

WHEREAS, Maker and Payee (collectively, the “Parties”) are parties to the Note which became effective on October 4, 2021 and which was amended by the First Amendment, Second Amendment and the Third Amendment; and

 

WHEREAS, the Parties desire to amend the Note to extend the Maturity Date from June 30, 2026 until September 30, 2026.

 

NOW THEREFORE, in consideration of the mutual covenants and promises contained in the Note and this Fourth Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

AMENDMENT

…

FOURTH AMENDMENT TO Promissory note

 

THIS FOURTH Amendment (THE “FOURTH AMENDMENT”) DATED June 30, 2026, shall amend the Promissory note dated AS OF SEPTEMBER 16, 2022 (THE “NOTE”) and amended on august 15, 2023 (THE “fIRST aMENDMENT”), jULY 25, 2025 (THE “SECOND AMENDMENT”) and January 5, 2026 (the “Third amendment”) AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE “MAKER”) AND JANE HSIAO (THE “PAYEE”) AS NOTED BELOW.

 

RECITALS

WHEREAS, Maker and Payee (collectively, the “Parties”) are parties to the Note which became effective on September 16, 2022 and which was amended by the First Amendment, Second Amendment and the Third Amendment; and

 

WHEREAS, the Parties desire to amend the Note to extend the Maturity Date from June 30, 2026 until September 30, 2026.

 

NOW THEREFORE, in consideration of the mutual covenants and promises contained in the Note and this Fourth Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

AMENDMENT

…

FOURTH AMENDMENT TO Promissory note

 

THIS FOURTH Amendment (THE “FOURTH AMENDMENT”) DATED June 30, 2026, shall amend the Promissory note dated AS OF SEPTEMBER 16, 2022 (THE “NOTE”) and amended on august 15, 2023 (THE “fIRST aMENDMENT”), jULY 25, 2025 (THE “SECOND AMENDMENT”) and January 5, 2026 (the “Third amendment”) AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE “MAKER”) AND FROST GAMMA INVESTMENTS TRUST (THE “PAYEE”) AS NOTED BELOW.

 

RECITALS

WHEREAS, Maker and Payee (collectively, the “Parties”) are parties to the Note which became effective on September 16, 2022 and which was amended by the First Amendment, Second Amendment and the Third Amendment; and

 

WHEREAS, the Parties desire to amend the Note to extend the Maturity Date from June 30, 2026 until September 30, 2026.

 

NOW THEREFORE, in consideration of the mutual covenants and promises contained in the Note and this Fourth Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

AMENDMENT

…

FOURTH AMENDMENT TO Promissory note

 

THIS FOURTH Amendment (THE “FOURTH AMENDMENT”) DATED June 30, 2026, shall amend the Promissory note dated AS OF OCTOBER 4, 2021 (THE “NOTE”) and amended on august 15, 2023 (THE “fIRST aMENDMENT”), jULY 25, 2025 (THE “SECOND AMENDMENT”) and January 5, 2026 (the “Third amendment”) AMONG NON-INVASIVE MONITORING SYSTEMS, INC. (THE “MAKER”) AND JANE HSIAO (THE “PAYEE”) AS NOTED BELOW.

 

RECITALS

WHEREAS, Maker and Payee (collectively, the “Parties”) are parties to the Note which became effective on October 4, 2021 and which was amended by the First Amendment, Second Amendment and the Third Amendment; and

 

WHEREAS, the Parties desire to amend the Note to extend the Maturity Date from June 30, 2026 until September 30, 2026.

 

NOW THEREFORE, in consideration of the mutual covenants and promises contained in the Note and this Fourth Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

AMENDMENT

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Filed by Avantafile.com - Agassi Sports Entertainment Corp. - Exhibit 10.2

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FIRST AMENDMENT TO 

 REGISTRATION RIGHTS AGREEMENT

 

This First Amendment to Registration Rights Agreement (this “Amendment”) is made and entered into effective as of June 29, 2026 (the “Amendment Effective Date”), by and among Agassi Sports Entertainment Corp., a Nevada corporation (the “Company”), and the undersigned Holders constituting the Required Holders (as defined in the Registration Rights Agreement, defined below) under the Registration Rights Agreement, dated as of June 1, 2026, by and among the Company and the Purchasers party thereto (the “Original Agreement,” and as amended by this Amendment, the “Agreement”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to them in the Original Agreement.

 

RECITALS

 

WHEREAS, the Company and the Purchasers are parties to the Original Agreement, pursuant to which the Company granted certain registration rights to the Purchasers with respect to the Shares;

…

Exhibit 10.1

 

SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of July 1, 2026, between Elicio Therapeutics, 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 an effective registration statement under the Securities Act (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, Securities (as defined below) 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

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Exhibit 10.2

 

PLACEMENT AGENCY AGREEMENT

 

July 1, 2026

 

Titan Partners Group LLC,

a division of American Capital Partners, LLC

4 World Trade Center, 49th Floor

New York, NY 10007

As lead placement agent

 

Ladies and Gentlemen:

 

Introductory. This Placement Agency Agreement (this “Agreement”) sets forth the terms upon which Titan Partners Group LLC, a division of American Capital Partners, LLC (“Titan Partners”) and B Riley Securities, Inc. (“B Riley” and collectively with Titan Partners, the “Placement Agents”), shall be engaged by Elicio Therapeutics, Inc., a Delaware corporation (the “Company”), to act as the lead Placement Agent in connection with the registered direct offering (hereinafter referred to as the “Placement”) of shares of common stock, par value $0.01 per share (the “Common Stock” and the Common Stock offered in the Placement, the “Placement Securities”), of the Company.

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COOPERATION AGREEMENT

 

This COOPERATION AGREEMENT (this “Agreement”) is made and entered into as of July 1, 2026, by and among Vaxart, Inc., a Delaware corporation (the “Company”), on the one hand, and Daniel P. Houle, a citizen of the United States, Mark Silverberg, DDS, MD, a citizen of the United States, Matthew M. Wallace, MD, a citizen of the United States, Patrice Raffy, a citizen of Switzerland, Q3 Nominees Pty Ltd., a company organized under the laws of Australia, and Marc Eustace Pereira, a citizen of Australia (collectively the “Stockholder Group”), on the other hand. The Company and the Stockholder Group are each herein referred to as a “party” and collectively, the “parties.” Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 15 of this Agreement.

WHEREAS, the Stockholder Group currently beneficially owns an aggregate of 1,515,343 shares of the Company’s common stock, $0.0001 par value (the “Common Stock”), representing approximately 0.6% of the outstanding shares of Common Stock;

…