Browse EX-10 agreements

Independent Director Agreement

Dated as of June 24, 2026

 

This Independent Director Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between Advasa Holdings, Inc., a Delaware corporation (the “Company”) and Ferdinand Groenewald (the “Director”). The Company and Director may collectively be referred to as the “Parties” and each individually as a “Party”.

 

WHEREAS, the Company has appointed the Director to the Board of Directors of Company (the “Board”) and now desires to enter into an agreement with the Director with respect to Director’s continuing service as a director of Company; and

 

WHEREAS, the Director is willing to continue serving as a director of Company upon the terms and conditions set forth herein and in accordance with the provisions of this Agreement;

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 22, 2026, is by and among Autozi Internet Technology (Global) Ltd., an exempt company incorporated in the Cayman Islands with offices located at Building B09, Intelligence Park No. 26 Yongtaizhuang North Road, Haidian District, Beijing, China (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

 

RECITALS

A. The Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.

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FIRST AMENDMENT

 

to a Long-Term Employment Agreement

 

Between:

 

NorthStar Earth & Space Europe S.à r.l., established and having its registered office at 124, boulevard de la Pétrusse, L-2330 Luxembourg, Grand-Duchy of Luxembourg, and registered in the Luxembourg Trade and Companies Register under number B266625, duly represented by Mr. Stewart Bain, Manager of category A, and by Mr. Blazej Gladysz-Lehmann, Manager of category B, hereinafter referred to as the “Company”;

 

And:

 

Yann Picard, born on November 17, 1976 in Montpellier (France), residing at 22, rue du Vaugueux, 14000 Caen (France), hereinafter referred to as the “Employee”; the Employee and the Company are hereinafter referred to, individually, as a “Party”, and collectively as, the “Parties”.

 

WHEREAS the Parties have entered into a Long-Term Employment Agreement on June 30, 2023 (the “Agreement”);

 

WHEREAS the Parties wish to modify certain terms of the Agreement by this amendment (the “Amendment”);

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LONG TERM EMPLOYMENT CONTRACT

Between:

 

NorthStar Earth & Space Europe S.à r.l., established and having its registered office at 124, boulevard de la Pétrusse, L-2330 Luxembourg, Grand-Duchy of Luxembourg, and registered in the Luxembourg Trade and Companies Register under number B266625,

 

duly represented by Mr. Stewart Bain, Manager of category A, and by Mr. Blazej Gladysz-Lehmann, Manager of category B,

 

hereinafter referred to as the “Company”;

 

and

 

Yann Picard, born on November 11, 1976 in Montpellier (France), residing at 22, rue du Vaugueux, 14000 CAEN (France),

 

hereinafter referred to as the “Employee”;

 

It has been agreed as follows:

 

Preamble:

 

This employment contract (the “Agreement”) sets out the terms and conditions of the Employee’s employment with the Company (the “Appointment”).

 

The Company shall employ the Employee, and the Employee shall serve the Company on the terms, and subject to the conditions, of this Agreement.

 

1.

JOB TITLE AND DUTIES

…

EMPLOYMENT AGREEMENT

(“Agreement”)

Effective as of September 1st, 2023

BETWEEN:

NORTHSTAR EARTH & SPACE INC., a corporation incorporated under the Canada Business Corporations Act, having its registered office at 384, St-Jacques Street, Suite 300, Montréal, Québec, H2Y 1S1 (“Corporation”);

 

 

AND:

Stewart Bain, residing at 63, Britannia Road, Ottawa, Ontario, K2B 5W4 (“Executive”).

 

 

 

(Individually the “Party” or collectively the “Parties”)

 

WHEREAS the Parties have entered into an Employment Agreement effective as of February 1st, 2018 (“the Original Agreement”);

WHEREAS the Parties wish to update the Agreement to reflect the current situation of the Executive and the Corporation by this new Employment Agreement (the “Employment Agreement”).

The Parties agree as follows:

EMPLOYMENT

 

1.1.

Subject to the terms and conditions of this Agreement, the Executive hereby agrees to work for the Corporation as its President and Chief Executive Officer (the “Position”).

 

1.2.

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FIRST AMENDMENT

to a Long Term Employment Agreement

Effective Date: August 1st, 2024

 

Between:

 

NorthStar Earth & Space Europe S.à r.l., established and having its registered office at 24-28, rue Goethe, L-1637 Luxembourg, Grand-Duchy of Luxembourg, and registered in the Luxembourg Trade and Companies Register under number B266625,

 

duly represented by Mr. Stewart Bain, Manager of category A, and by Mr. Blazej Gladysz-Lehmann, Manager of category B,

 

hereinafter referred to as the “Company”;

 

And:

 

Brendan Thorn, born June 29, 1991 in Matsqui (Canada), residing at 165, rue Principale, L-5366 Munsbach, Grand-Duchy of Luxembourg,

 

hereinafter referred to as the “Employee”;

 

the Employee and the Company are hereinafter referred to, individually, as a “Party”, and collectively as, the “Parties”.

 

WHEREAS the Parties have entered into a Long Term Employment Agreement on July 3rd, 2023 (the “Agreement”);

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SECOND AMENDMENT

to a Long Term Employment Agreement

EFFECTIVE AS OF May 1st, 2025

 

Between:

 

NorthStar Earth & Space Europe S.à r.l., established and having its registered office at 24-28, rue Goethe, L-1637 Luxembourg, Grand-Duchy of Luxembourg, and registered in the Luxembourg Trade and Companies Register under number B266625,

 

duly represented by Mr. Stewart Bain, Manager of category A, and by Mr. Blazej Gladysz-Lehmann, Manager of category B,

 

hereinafter referred to as “NorthStar Luxembourg” or the “Company”;

 

And:

 

Brendan Thorn, born June 29, 1991 in Matsqui (Canada), residing at 165 rue Principale, L-5366 Munsbach, Grand-Duchy of Luxembourg,

 

hereinafter referred to as the “Employee”;

 

the Employee and the Company are hereinafter referred to, individually, as a “Party”, and collectively as, the “Parties”.

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Second AMENDMENT

 

to a Long Term Employment Agreement

 

Effective Date : June 1st, 2024

 

Between:

 

NorthStar Earth & Space Europe S.à r.l., established and having its registered office at 24-28, rue Goethe, L-1637 Luxembourg, Grand-Duchy of Luxembourg, and registered in the Luxembourg Trade and Companies Register under number B266625,

 

duly represented by Mr. Stewart Bain, Manager of category A, and by Mr. Blazej Gladysz-Lehmann, Manager of category B,

 

hereinafter referred to as the “Company”;

 

And:

 

Yann Picard, born on November 17, 1976 in Montpellier (France), residing at 22, rue du Vaugueux, 14000 Caen (France),hereinafter referred to as the “Employee”;

 

the Employee and the Company are hereinafter referred to, individually, as a “Party”, and collectively as, the “Parties”.

 

WHEREAS the Parties have entered into a Long-Term Employment Agreement on June 30, 2023 (the “Agreement”);

 

WHEREAS the Parties wish to modify certain terms of the Agreement by this amendment (the “Amendment”);

…

 

LONG TERM EMPLOYMENT CONTRACT

 

Between:

 

NorthStar Earth & Space Europe S.à r.l., established and having its registered office at 124, boulevard de la Pétrusse, L-2330 Luxembourg, Grand-Duchy of Luxembourg, and registered in the Luxembourg Trade and Companies Register under number B266625,

 

duly represented by Mr. Stewart Bain, Manager of category A, and by Mr. Blazej Gladysz-Lehmann, Manager of category B,

 

hereinafter referred to as the “Company”;

 

and

 

Brendan Thorn, born June 29, 1991 in Matsqui (Canada), residing at 6, rue du Couvent, L-1363 Hesperange, Grand-Duchy of Luxembourg,

 

hereinafter referred to as the “Employee”; It has been agreed as follows:

 

Preamble:

 

This employment contract (the “Agreement”) sets out the terms and conditions of the Employee’s employment with the Company (the “Appointment”).

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Document

Exhibit 10.2

INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10)(iv) OF REGULATION S-K BECAUSE IT IS BOTH NOT MATERIAL AND CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL.

WAIVER AND AMENDMENT NO. 3 TO DIRECT FUNDING AGREEMENT

This WAIVER AND AMENDMENT NO. 3 TO DIRECT FUNDING AGREEMENT dated as of February 27, 2026 (this “Amendment”), by and between (a) MICRON NEW YORK SEMICONDUCTOR MANUFACTURING LLC, a Delaware limited liability company as the recipient (the “Recipient”); and (b) the UNITED STATES DEPARTMENT OF COMMERCE (the “Department” and together with the Recipient, the “Parties” and each a “Party”), an agency of the United States of America, acting by and through the Secretary of Commerce (or appropriate authorized representative thereof).

RECITALS

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Document

        Exhibit 10.1

INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10)(iv) OF REGULATION S-K BECAUSE IT IS BOTH NOT MATERIAL AND CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL.

WAIVER AND AMENDMENT NO. 3 TO DIRECT FUNDING AGREEMENT

This WAIVER AND AMENDMENT NO. 3 TO DIRECT FUNDING AGREEMENT dated as of February 27, 2026 (this “Amendment”), by and between (a) MICRON IDAHO SEMICONDUCTOR MANUFACTURING (TRITON) LLC, a Delaware limited liability company as the recipient (the “Recipient”); and (b) the UNITED STATES DEPARTMENT OF COMMERCE (the “Department” and together with the Recipient, the “Parties” and each a “Party”), an agency of the United States of America, acting by and through the Secretary of Commerce (or appropriate authorized representative thereof).

RECITALS

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Published Deal CUSIP Number: 03063RBA5

Published Revolving Credit Dollar Tranche CUSIP Number: 03063RBC1

Published Revolving Credit Alternative Currency Tranche CUSIP Number: 03063RBB3

Published Term A-1 Loan Facility CUSIP Number: 03063RBG2

Published Term A-2 Loan Facility CUSIP Number: 03063RBE7

Published Delayed Draw Term Facility CUSIP Number: 03063RBF4

Published AUD Term Facility CUSIP Number: 03063RBD9

AMENDED AND RESTATED SYNDICATED FACILITY AGREEMENT

among

AMERICOLD REALTY OPERATING PARTNERSHIP, L.P.,

AMERICOLD REALTY TRUST, INC.,

CERTAIN SUBSIDIARIES OF AMERICOLD REALTY OPERATING PARTNERSHIP, L.P.,

The Several Lenders and Letter of Credit Issuers from Time to Time Parties Hereto,

BANK OF AMERICA, N.A.,

as Administrative Agent

BofA SECURITIES, INC.,

JPMORGAN CHASE BANK, N.A., CITIBANK, N.A.,

ROYAL BANK OF CANADA, COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH,

TRUIST SECURITIES, INC. and PNC CAPITAL MARKETS LLC,

as Joint Lead Arrangers

and

BofA SECURITIES, INC.,

JPMORGAN CHASE BANK, N.A., CITIBANK, N.A. and ROYAL BANK OF CANADA,

as Joint Bookrunners

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