Browse EX-10 agreements

Execution Version

 

 

Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request.

 

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(a)(6). Such excluded information is not material and is the type that the registrant treats as private or confidential.

 

TRANSITION SERVICES AGREEMENT

 

 

dated as of

 

 

June 30, 2026

 

 

between

 

S&P Global Inc.

 

and

 

MOBILITY GLOBAL INC.

 

 

 

TABLE OF CONTENTS

 

Page

 

Article 1 Definitions

 

Section 1.01 .

Definitions

1

Section 1.02 .

Other Definitional and Interpretative Provisions

2

 

 

Article 2 Purchase and Sale of Services

 

Section 2.01 .

Provision and Receipt of Services

3

Section 2.02 .

Termination of Services

4

Section 2.03 .

Service Provider Affiliates and Third-Party Providers

5

Section 2.04 .

Third-Party Licenses and Consents

5

…

Execution Version

 

Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request. 

 

EMPLOYEE MATTERS AGREEMENT

 

 

by and between

 

S&P GLOBAL INC.

 

and

 

MOBILITY GLOBAL INC.

 

Dated as of June 30, 2026

 

 

 

TABLE OF CONTENTS

 

Page

 

Article 1

Definitions

 

Section 1.01.

Definitions

1

Section 1.02.

Other Definitional and Interpretive Provisions

7

 

 

 

Article 2

General Allocation of Liabilities; Indemnification

 

Section 2.01.

Allocation of Employee-Related Liabilities

9

Section 2.02.

Indemnification

9

Section 2.03.

No Duplicate Reimbursements

9

 

 

 

Article 3

Employees; Employee Agreements

 

Section 3.01.

Transfers of Employment

10

Section 3.02.

Transfer of Delayed Transfer SpinCo Employees

10

Section 3.03.

Employee Agreements

11

Section 3.04.

Assignment of Specified Rights

11

Section 3.05.

Sponsored SpinCo Employees

12

Section 3.06.

…

Execution Version

 

Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request.

 

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(a)(6). Such excluded information is not material and is the type that the registrant treats as private or confidential.

 

TAX MATTERS AGREEMENT

 

 

between

 

S&P Global Inc.,

 

on behalf of itself and the members of the SPGl Group

 

and

 

Mobility Global Inc.,

 

on behalf of itself and the members of the SpinCo Group

 

 

Dated as of June 30, 2026

 

 

 

TABLE OF CONTENTS

 

Page

 

Section 1.

Definitions and Interpretation

1

Section 2.

Sole Tax Sharing Agreement

9

Section 3.

Allocation of Taxes

9

Section 4.

Preparation and Filing of Tax Returns

12

Section 5.

Apportionment of Earnings and Profits and Tax Attributes

14

Section 6.

…

Exhibit 10.2 

Execution Version

Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request.

 

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(a)(6). Such excluded information is not material and is the type that the registrant treats as private or confidential.

 

TAX MATTERS AGREEMENT

 

between

 

S&P Global Inc.,

 

on behalf of itself and the members of the SPGl Group

 

and

Mobility Global Inc.,

 

on behalf of itself and the members of the SpinCo Group

 

Dated as of June 30, 2026

 

 

 

 

TABLE OF CONTENTS

 

 

 

 

 

Page

Section 1.

Definitions and Interpretation

1

Section 2.

Sole Tax Sharing Agreement

9

Section 3.

Allocation of Taxes

9

Section 4.

Preparation and Filing of Tax Returns

12

Section 5.

Apportionment of Earnings and Profits and Tax Attributes

14

Section 6.

…

Execution Version

 

Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request.

 

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(a)(6). Such excluded information is not material and is the type that the registrant treats as private or confidential.

 

TRANSITION SERVICES AGREEMENT

 

dated as of

 

June 30, 2026

 

between

 

S&P Global Inc.

 

and

 

MOBILITY GLOBAL INC.

 

 

 

 

TABLE OF CONTENTS

 

 

 

Page

 

 

Article 1

 

Definitions

 

 

 

Section 1.01 . Definitions

1

Section 1.02 . Other Definitional and Interpretative Provisions

2

 

 

Article 2

 

Purchase and Sale of Services

 

 

 

Section 2.01 . Provision and Receipt of Services

3

Section 2.02 . Termination of Services

4

Section 2.03 . Service Provider Affiliates and Third-Party Providers

5

…

Execution Version

Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request.

 

EMPLOYEE MATTERS AGREEMENT

by and between

 

S&P GLOBAL INC.

 

and

 

MOBILITY GLOBAL INC.

 

Dated as of June 30, 2026

 

 

 

TABLE OF CONTENTS

 

Page

 

Article 1

 

Definitions

 

 

 

Section 1.01.

Definitions

1

Section 1.02.

Other Definitional and Interpretive Provisions

7

 

 

 

Article 2

 

General Allocation of Liabilities; Indemnification

 

 

 

Section 2.01.

Allocation of Employee-Related Liabilities

9

Section 2.02.

Indemnification

9

Section 2.03.

No Duplicate Reimbursements

9

 

 

 

Article 3

 

Employees; Employee Agreements

 

 

 

Section 3.01.

Transfers of Employment

10

Section 3.02.

Transfer of Delayed Transfer SpinCo Employees

10

Section 3.03.

Employee Agreements

11

Section 3.04.

Assignment of Specified Rights

11

Section 3.05.

Sponsored SpinCo Employees

12

…

Document

Exhibit 10.2

AMENDED AND RESTATED SHAREHOLDERS AGREEMENT

by and among

THE SHAREHOLDERS PARTY HERETO

and

GENNEIA S.A.

Dated as of January 6, 2026

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TABLE OF CONTENTS

ARTICLE I – DEFINITIONS

5 

1.1. Certain Defined Terms

5 

1.2. Definitions (Index Table)

12 

1.3. General Interpretive Principles

12 

ARTICLE II – CERTAIN AGREEMENTS AND UNDERTAKINGS

16 

2.1. Relationship of Parties

16 

2.2. General Undertakings and Agreements by the Shareholders

16 

2.3. Syndication of rights by certain Class A Shareholders

16 

ARTICLE III – SHAREHOLDERS

16 

3.1. Shareholders Meetings

16 

3.2. Voting Requirements

17 

3.3. Inspection Rights

19 

3.4. Financial Statements

19 

3.5. Advisors

19 

3.6. Holdings

19 

ARTICLE IV – BOARD OF DIRECTORS

20 

4.1. Board of Directors

20 

4.2. Appointment of Directors

20 

4.3. Alternate Directors

21 

4.4. Removal and Replacement of Directors and Alternate Directors

21 

4.5. No Cumulative Voting Rights

22 

4.6. Chairman/Vice Chairman

22 

4.7. Voting Requirements

23 

4.8. Meetings of the Board

24

…

Document

Exhibit 10.1

EXECUTION VERSION

GENNEIA S.A.

as Issuer

UMB BANK, N.A.

as Trustee, Co-Registrar, New York Transfer Agent and New York Paying Agent

and

BANCO SANTANDER ARGENTINA S.A.

as Argentine Registrar, Argentine Transfer Agent, Argentine Paying Agent and Representative of the Trustee in Argentina

Indenture

Dated as of December 2, 2025

7.750% Senior Notes due 2033

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TABLE OF CONTENTS

PAGE

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

2

Section 1.01.

Definitions

2

Section 1.02.

Rules of Construction

30

ARTICLE 2

ISSUE, EXECUTION, FORM AND REGISTRATION OF NOTES

31

Section 2.01.

Authentication and Delivery of Notes

31

Section 2.02.

Execution of Notes

32

Section 2.03.

Certificate of Authentication

32

Section 2.04.

Form, Denomination and Date of Notes; Payments

32

Section 2.05.

Registration, Transfer and Exchange

36

Section 2.06.

Book-entry Provisions For Global Notes

37

Section 2.07.

Special Transfer Provisions

39

Section 2.08.

Mutilated, Defaced, Destroyed, Stolen and Lost Notes

42

Section 2.09.

Additional Notes

…

Exhibit 10.47 

 

FIFTEENTH AMENDMENT TO CREDIT AGREEMENT

 

FIFTEENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of June 30, 2026by and among CAREVIEW COMMUNICATIONS, INC., a Nevada corporation (“Holdings”), CAREVIEW COMMUNICATIONS, INC., a Texas corporation and a wholly owned subsidiary of Holdings (the “Borrower”), CAREVIEW OPERATIONS, L.L.C., a Texas limited liability company (the “Subsidiary Guarantor”), PDL INVESTMENT HOLDINGS, LLC (as assignee of PDL BioPharma, Inc.), a Delaware limited liability company (both in its capacity as the lender (“Lender”) and in its capacity as Agent (solely in such capacity as Agent, the “Agent”)) under the Credit Agreement (as defined below), and Steven G. Johnson and Dr. James R. Higgins (each, an individual, for the purpose of acknowledging and agreeing to this Amendment in their collective capacity as the Tranche Three Lender under the Credit Agreement).

 

RECITALS

…

OPTION TO LEASE REAL PROPERTY

 

Effective as of July 1, 2026 (the “Effective Date”), Range Sky View Land, LLC, an Ohio limited liability company (“Landlord”) hereby grants to Time Complexity Appalachia, LLC, a West Virginia limited liability company (“Tenant”) an option to lease portions of the Property (as defined below) upon the terms and conditions set forth in this Option to Lease Real Property (this “Agreement”). Each of Landlord and Tenant shall individually be referred to as a “Party” and together as the “Parties” to this Agreement.

 

RECITALS:

 

A. Landlord is the owner of the real property containing approximately 9,000 acres of contiguous surface at the Fola mine site in Clay and Nicholas Counties, West Virginia, less the Excluded Land (as defined below) (the “Property”). For clarification purposes, the definition of “Property” shall not include “Excluded Land”.

…

OPERATING AGREEMENT

OF

TIME COMPLEXITY APPALACHIA, LLC

THE INTERESTS CREATED BY THIS AGREEMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR WITH THE SECURITIES AUTHORITIES OF ANY STATE UNDER ANY STATE SECURITIES LAWS. AS A CONSEQUENCE, THE INTERESTS MAY NOT BE SOLD, ASSIGNED, CONVEYED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED BY A HOLDER THEREOF EXCEPT: (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT REGISTERING THE INTERESTS UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS, OR (2) PURSUANT TO AN OPINION OF COUNSEL WHICH HAS BEEN OBTAINED BY SUCH HOLDER AND WHICH IS SATISFACTORY TO THE MEMBERS OR PURSUANT TO SUCH OTHER EVIDENCE WHICH HAS BEEN OBTAINED BY THE HOLDER AND WHICH IS SATISFACTORY TO THE MEMBERS THAT SUCH REGISTRATION UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED FOR SUCH HOLDER TO LAWFULLY EFFECT SUCH SUBSEQUENT SALE, ASSIGNMENT, CONVEYANCE, PLEDGE, HYPOTHECATION OR OTHER TRANSFER. INVE

…

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

 

COMMON STOCK PURCHASE WARRANT

RANGE IMPACT, INC.

 

Warrant Shares: 14,500,000

 

Warrant Issuance Date: July 1, 2026

…