Browse EX-10 agreements

EXECUTION VERSION

 

SPONSOR SUPPORT AGREEMENT

 

This SPONSOR SUPPORT AGREEMENT is made and entered into as of June 17, 2026 (this “Agreement”), by and between Silicon Valley Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands (“SVAQ”), Silicon Valley Acquisition Sponsor LLC, a Delaware limited liability company (“Sponsor”) and EigenQ Inc., a Delaware corporation (the “Company”).

 

WHEREAS, SVAQ, the Company and SVAQ Merger Sub Inc., a Delaware corporation (“Merger Sub”), propose to enter into, contemporaneously herewith, that certain Business Combination Agreement, dated as of the date hereof (the “BCA”; terms used but not defined in this Agreement shall have the meanings ascribed to them in the BCA);

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EXECUTION VERSION

 

STOCKHOLDER SUPPORT AGREEMENT

This STOCKHOLDER SUPPORT AGREEMENT is made and entered into as of June 17, 2026 (this “Agreement”), by and among Silicon Valley Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands (“SVAQ”), EigenQ Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company, whose names appear on the signature pages of this Agreement (each a “Stockholder” and, collectively, the “Stockholders”).

 

WHEREAS, SVAQ, the Company and SVAQ Merger Sub Inc., a Delaware corporation (“Merger Sub”), propose to enter into, contemporaneously herewith, that certain Business Combination Agreement, dated as of the date hereof (the “BCA”; terms used but not defined in this Agreement shall have the meanings ascribed to them in the BCA); and

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Exhibit 10.2 

POST-MONEY VALUATION CAP

 

THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS SAFE AND UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.

AFTERDREAM, Inc

SAFE Amendment 1

(Simple Agreement for Future Equity)

 

THIS AMENDS the SAFE AGREEMENT THAT in exchange for the payment by Amass Brands, Inc. (the “Investor”) of $1,535,000 (the “Purchase Amount”) on or after June 8th, AFTERDREAM, Inc a Delaware corporation (the “Company”), issues to the Investor the right to certain shares of the Company’s Capital Stock, subject to the terms described below.

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POST-MONEY VALUATION CAP

 

THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS SAFE AND UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.

AFTERDREAM, Inc

SAFE

(Simple Agreement for Future Equity)

 

THIS CERTIFIES THAT in exchange for the payment by Amass Brands, Inc. (the “Investor”) of $1,435,000 (the “Purchase Amount”) on or June 16th, AFTERDREAM, Inc a Delaware corporation (the “Company”), issues to the Investor the right to certain shares of the Company’s Capital Stock, subject to the terms described below.

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EXECUTION VERSION

 

 

 

$1,000,000,000

364-DAY REVOLVING CREDIT AGREEMENT

dated as of June 23, 2026,

by and among

CBRE GROUP, INC., as Holdings,

CBRE SERVICES, INC., as Borrower,

the Lenders referred to herein, as Lenders,

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent,

WELLS FARGO SECURITIES, LLC, as Sole Lead Arranger and Sole Bookrunner

 

 

 

 

 

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TABLE OF CONTENTS

ARTICLE I

Definitions

SECTION 1.1.

Definitions

1

SECTION 1.2.

Other Definitions and Provisions

40

SECTION 1.3.

Accounting Terms

41

SECTION 1.4.

[Reserved]

42

SECTION 1.5.

Rounding

42

SECTION 1.6.

References to Agreement and Laws

42

SECTION 1.7.

Times of Day

42

SECTION 1.8.

Guarantees/Earn-Outs

42

SECTION 1.9.

Covenant Compliance Generally

42

SECTION 1.10.

Rates

43

SECTION 1.11.

Divisions

43

ARTICLE II

Revolving Credit Facility

SECTION 2.1.

Revolving Credit Loans

44

SECTION 2.2.

[Reserved]

44

SECTION 2.3.

Procedure for Advances of Revolving Credit Loans

44

SECTION 2.4.

Repayment and Prepayment of Revolving Credit

45

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EXECUTION VERSION

 

GUARANTY AGREEMENT

dated as of

June 23, 2026,

among

CBRE SERVICES, INC.,

 

CBRE GROUP, INC.

 

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent

 

 

 

 

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Table of Contents

Page

ARTICLE I

Definitions

SECTION 1.01. Credit Agreement

1

ARTICLE II

Guarantee

SECTION 2.01. Guarantee

1

SECTION 2.02. Guarantee of Payment

2

SECTION 2.03. No Limitations, etc.

2

SECTION 2.04. Reinstatement

3

SECTION 2.05. Agreement To Pay; Subrogation

3

SECTION 2.06. Information

3

ARTICLE III

[INTENTIONALLY OMITTED]

ARTICLE IV

[INTENTIONALLY OMITTED]

ARTICLE V

Remedies; Application of Proceeds

SECTION 5.01. Remedies

3

SECTION 5.02. Application of Proceeds

4

ARTICLE VI

Indemnity, Subrogation and Subordination

SECTION 6.01. Indemnity and Subrogation

4

SECTION 6.02. [Intentionally Omitted]

4

SECTION 6.03. Subordination

4

i

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ARTICLE VII

Miscellaneous

SECTION 7.01. Notices

4

SECTION 7.02. Rights Absolute

4

SECTION 7.03. Survival of Agreement

5

SECTION 7.04. Binding Effect; Several Agreement

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Document

Exhibit 10.1

OKTA, INC.

2017 EQUITY INCENTIVE PLAN (As amended through June 18, 2026)

Section 1.GENERAL PURPOSE OF THE PLAN; DEFINITIONS

The name of the plan is the Okta, Inc. 2017 Equity Incentive Plan (as amended through June 18, 2026, the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Okta, Inc. (the “Company”) and its Subsidiaries or Affiliates upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its businesses to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer identification of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company.

The following terms shall be defined as set forth below:

“Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

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Exhibit 10.1

CREDIT AGREEMENT

 

among

 

SENSIENT TECHNOLOGIES CORPORATION

and

CERTAIN SUBSIDIARIES OF SENSIENT TECHNOLOGIES CORPORATION,

as the Borrowers,

 

COBANK, ACB,

as the Administrative Agent

 

THE OTHER LENDERS PARTY HERETO

 

Effective Date: June 18, 2026

 

$400,000,000 Credit Facility

 

COBANK, ACB

and

COMPEER FINANCIAL, PCA,

as Joint Lead Arrangers and Joint Book Runners

 

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TABLE OF CONTENTS

ARTICLE I DEFINITIONS

1

 

Section 1.1

Definitions

1

 

Section 1.2

Times

25

 

Section 1.3

Accounting Terms and Determinations

26

 

Section 1.4

Other Definitions and Provisions

26

 

Section 1.5

References to Agreements and Laws

26

 

Section 1.6

Rates

26

 

Section 1.7

Divisions

27

 

 

ARTICLE II AMOUNT AND TERMS OF THE TERM LOAN COMMITMENTS

27

 

Section 2.1

Term Loan Commitments

27

 

Section 2.2

Procedure for Making Term Loan Advances

28

 

Section 2.3

Interest

28

 

Section 2.4

[Reserved]

29

 

Section 2.5

Principal and Interest Payment Dates

30

 

Section 2.6

Default Rates

30

 

Section 2.7

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Execution Version

AMENDMENT NO. 4 TO CREDIT AGREEMENT

This AMENDMENT NO. 4 TO CREDIT AGREEMENT, dated as of June 23, 2026 (this “Amendment”), is by and among ALCLEAR HOLDINGS, LLC (the “Borrower”), the other Loan Parties signatory hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as the administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms which are used in this Amendment without definition and which are defined in the Credit Agreement shall have the same meanings herein as in the Credit Agreement.

R E C I T A L S:

WHEREAS, the Borrower, the Loan Parties party thereto, the Administrative Agent and the Lenders have entered into that certain Credit Agreement, dated as of March 31, 2020 (as amended, amended and restated, supplemented or modified from time to time and in effect on the date hereof, the “Credit Agreement” and, as amended by this Amendment, the “Amended Credit Agreement”);

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SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 22, 2026, among Westport Fuel Systems Inc., an Alberta 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 (i) an effective registration statement under the Securities Act (as defined below) as to the Shares, the Pre-Funded Warrants and the Pre-Funded Warrant Shares (each as defined below); (ii) an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulation D promulgated thereunder as to the Common Warrants and Common Warrant Shares (each as defined below) and (iii) an exemption from the prospectus requirements under applicable Canadian securities laws as to the Securities, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, des

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Document

Exhibit 10.1

CREDIT AGREEMENT

Dated as of June 23, 2026

among

UPWORK INC.,

as the Borrower,

CERTAIN SUBSIDIARIES OF THE BORROWER PARTY HERETO,

as the Guarantors,

BANK OF AMERICA, N.A.,

as Administrative Agent, Swingline Lender and

L/C Issuer,

and

THE LENDERS PARTY HERETO

BOFA SECURITIES, INC. and

WELLS FARGO SECURITIES, LLC

as Joint Lead Arrangers and Joint Bookrunners

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TABLE OF CONTENTS

Page

Page

[Article I    

DEFINITIONS AND ACCOUNTING TERMS](#i5712677493ae4a0886920b188d39119e)

1

1.01    Defined Terms.

1

1.02    Other Interpretive Provisions.

30

1.03    Accounting Terms.

31

1.04    Rounding.

31

1.05    Times of Day.

32

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Exhibit 10.1

Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission.

EXECUTION VERSION

 

TERM LOAN CREDIT AGREEMENT

 

dated as of June 23, 2026

among

 

INTERNATIONAL FLAVORS & FRAGRANCES INC.

as the Company

 

THE LENDERS NAMED HEREIN

as Lenders

 

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Agent

 

WELLS FARGO SECURITIES, LLC,

BOFA SECURITIES, INC.,

COBANK, ACB,

DBS BANK LTD.,

BARCLAYS BANK PLC,

BNP PARIBAS SECURITIES CORP.,

CITIBANK, N.A.

and

JPMORGAN CHASE BANK, N.A.

as Joint Lead Arrangers and Joint Bookrunners

and

BANK OF AMERICA, N.A.,

COBANK, ACB,

DBS BANK LTD.,

BARCLAYS BANK PLC,

BNP PARIBAS,

CITIBANK, N.A.

and

JPMORGAN CHASE BANK, N.A.

as Co-Syndication Agents

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TABLE OF CONTENTS

 

 

Page

 

 

ARTICLE 1 Definitions and Accounting Terms

1

 

 

Section 1.01.

Certain Defined Terms

1

Section 1.02.

Computation of Time Periods

20

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