Browse EX-10 agreements

STOCKHOLDERS AGREEMENT

 

by and among

 

CSQUARE, INC.

 

and

 

THE OTHER PARTIES HERETO

 

 

 

Dated as of [___], 2026

 

 

 

 

 

 

 

TABLE OF CONTENTS

 

Page

 

Article I INTRODUCTORY MATTERS

1

Section 1.1

Defined Terms

1

Section 1.2

Construction

4

 

 

 

Article II BOARD OF DIRECTORS

5

Section 2.1

Election of Directors

5

 

 

 

Article III INFORMATION

6

Section 3.1

Books and Records; Access

6

Section 3.2

Sharing of Information

7

Section 3.3

Confidential Information

7

 

 

 

Article IV OTHER RIGHTS

9

Section 4.1

Consent to Certain Actions

9

 

 

 

Article V GENERAL PROVISIONS

10

Section 5.1

Termination

10

Section 5.2

Notices

10

Section 5.3

Amendment; Waiver

11

Section 5.4

Further Assurances

12

Section 5.5

Assignment

12

Section 5.6

Third Parties

12

Section 5.7

Governing Law

12

Section 5.8

Jurisdiction; Waiver of Jury Trial

12

Section 5.9

Specific Performance

12

Section 5.10

Entire Agreement

13

Section 5.11

Severability

13

Section 5.12

…

INDEMNIFICATION AGREEMENT

 

by and between

 

CSQUARE, INC.

 

and

 

[•]

as Indemnitee

 

 

 

Dated as of [•], 2026 

 

 

 

 

 

TABLE OF CONTENTS

 

Page

 

ARTICLE 1 DEFINITIONS

2

ARTICLE 2 INDEMNITY IN THIRD-PARTY PROCEEDINGS

6

ARTICLE 3 INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY

7

ARTICLE 4 INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL

7

ARTICLE 5 INDEMNIFICATION FOR EXPENSES OF A WITNESS

8

ARTICLE 6 ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS

8

ARTICLE 7 CONTRIBUTION IN THE EVENT OF JOINT LIABILITY

8

ARTICLE 8 EXCLUSIONS

9

ARTICLE 9 ADVANCES OF EXPENSES; SELECTION OF LAW FIRM

10

ARTICLE 10 PROCEDURE FOR NOTIFICATION; DEFENSE OF CLAIM; SETTLEMENT

11

ARTICLE 11 PROCEDURE UPON APPLICATION FOR INDEMNIFICATION

12

ARTICLE 12 PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS

13

ARTICLE 13 REMEDIES OF INDEMNITEE

15

ARTICLE 14 SECURITY

16

…

Execution Version

 

SECOND AMENDMENT TO CREDIT AGREEMENT

 

This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”), dated as of February 28, 2025, is by and among Phoenix Data Center Acquisitions LLC, a Delaware limited liability company (the “Parent Borrower”), the Guarantors party hereto, Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”), and the Lenders party hereto. Unless otherwise indicated, all capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided to such terms in the Credit Agreement referred to below.

 

W I T N E S S E T H:

…

REGISTRATION RIGHTS AGREEMENT

 

among

 

CSQUARE, INC.

 

AND

 

THE HOLDERS PARTY HERETO

 

DATED [·], 2026

 

 

 

 

 

 

TABLE OF CONTENTS

 

Page

 

ARTICLE I DEFINITIONS

1

Section 1.1

Definitions

1

 

 

 

ARTICLE II DEMAND AND SHELF REGISTRATION

5

Section 2.1

Right to Demand; Demand Notices

5

Section 2.2

Shelf Registration

6

Section 2.3

Deferral or Suspension of Registration

10

Section 2.4

Effective Registration Statement

10

Section 2.5

Selection of Underwriters; Cutback

11

Section 2.6

Lock-up

12

Section 2.7

Participation in Underwritten Offering; Information by Holder

13

Section 2.8

Registration Expenses

14

 

 

 

ARTICLE III PIGGYBACK REGISTRATION

14

Section 3.1

Notices

14

Section 3.2

Underwriter’s Cutback

15

Section 3.3

Company Control

17

Section 3.4

Selection of Underwriters

17

Section 3.5

Withdrawal of Registration

17

 

 

 

ARTICLE IV REGISTRATION PROCEDURES

17

Section 4.1

Registration Procedures

17

Section 4.2

Certain Rights

21

Section 4.3

Participating Holders

…

Exhibit 10.15 

 

UNSECURED NOTE

 

in the original principal amount of US$75,000,000.00

 

issued by

 

BIF III US AGGREGATOR (DELAWARE) LLC

 

in favour of

 

DAWN TOPCO L.P.

 

Issued effective as May 14, 2026

 

 

 

 

BIF III US AGGREGATOR (DELAWARE) LLC

 

UNSECURED NOTE

 

BIF III US Aggregator (Delaware) LLC (the “Borrower”) for value received hereby acknowledges itself indebted to and unconditionally promises to pay to or to the order of Dawn Topco L.P. (the “Lender”) on May 14, 2029 or such earlier or later date as all of the principal amount hereof may become due in accordance with the provisions hereof (such date being the “Maturity Date”), the aggregate principal sum of US$75,000,000.00 (the “Principal Amount”) in lawful money of the United States, and to pay interest on the principal amount of this Note outstanding from time to time at the rate and times and in the manner set forth herein.

 

ARTICLE 1

INTERPRETATION

 

1.1

Definitions

 

For the purposes of this Note:

…

Execution Version

 

FIRST AMENDMENT TO CREDIT AGREEMENT

 

This FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of April 17, 2024, is by and among Phoenix Data Center Acquisitions LLC, a Delaware limited liability company (the “Parent Borrower”) and Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided to such terms in the Credit Agreement referred to below.

 

W I T N E S S E T H:

…

Execution Version

 

THIRD AMENDMENT TO CREDIT AGREEMENT

 

This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”), dated as of December 22, 2025, is by and among Phoenix Data Center Acquisitions LLC, a Delaware limited liability company (the “Parent Borrower”), the Guarantors party hereto, Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”), and the Lenders party hereto. Unless otherwise indicated, all capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided to such terms in the Credit Agreement referred to below.

 

W I T N E S S E T H:

…

Execution Version

 

U.S. REVOLVING CREDIT AGREEMENT

 

dated as of January 12, 2024

 

among

 

PHOENIX DATA CENTER ACQUISITIONS LLC

as the Parent Borrower,

 

PHOENIX DATA CENTER INTERMEDIATE LLC

as Holdings,

 

The Several Lenders and Letter of Credit Issuers

from Time to Time Parties Hereto,

 

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as the Administrative Agent

 

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as the Collateral Agent,

 

WELLS FARGO SECURITIES, LLC

TD SECURITIES (USA) LLC

as Joint Bookrunners and Lead Arrangers,

 

and

 

BMO CAPITAL MARKETS CORP.

THE BANK OF NOVA SCOTIA

as Joint Lead Arrangers

 

 

 

 

TABLE OF CONTENTS

 

Page

 

Section 1.

Definitions

2

 

1.1

Defined Terms

2

1.2

Other Interpretive Provisions

64

1.3

Accounting Terms

65

1.4

Rounding

65

1.5

References to Agreements, Laws, Etc.

65

1.6

Exchange Rates

66

1.7

Rates

66

1.8

Times of Day

66

1.9

Timing of Payment or Performance

66

1.10

Certifications

66

1.11

Compliance with Certain Sections

66

1.12

Pro Forma and Other Calculations

66

…

---

Exhibit 10.1

INGERSOLL RAND INC.

2026 OMNIBUS INCENTIVE PLAN

1.         Purpose. The purpose of the Ingersoll Rand Inc. 2026 Omnibus Incentive Plan is to provide a means through which the Company and the other members of the Company Group may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors of the Company and the other members of the Company Group can acquire and maintain an equity interest in the Company, or be paid incentive compensation, including incentive compensation measured by reference to the value of Common Stock, thereby strengthening their commitment to the welfare of the Company Group and aligning their interests with those of the Company’s stockholders.

2.         Definitions. The following definitions shall be applicable throughout the Plan.

…

---

Exhibit 10.2

Execution Version

SECURITY AGREEMENT

 

THIS SECURITY AGREEMENT (this “Agreement”) is made and entered into this 15th day of June, 2026, by and among WHITNEY AUTOMOTIVE GROUP, INC., a Delaware corporation (“WAG”), GO FIDO, INC., a Delaware corporation (“Go Fido”), and AUTOMOTIVE SPECIALTY ACCESSORIES AND PARTS, INC., a Delaware corporation (“ASAPI”, and together with WAG and Go Fido, collectively, the “Debtors”, and each a “Debtor”), and FIRST BUSINESS SPECIALTY FINANCE, LLC, a Wisconsin limited liability company (the “Lender”).

 

RECITALS

 

A.        Carparts.com, Inc., a Delaware corporation (“Borrower”), and the Lender have entered into that certain Loan and Security Agreement dated June 15, 2026 (as amended, modified, supplemented or restated from time to time, the “Loan Agreement”).

…

---

Exhibit 10.1

EXECUTION VERSION

 

LOAN AND SECURITY AGREEMENT

 

Dated:  June 15, 2026

 

FIRST BUSINESS SPECIALTY FINANCE, LLC, a Wisconsin limited liability company (the “Lender”), 401 Charmany Drive, Madison, Wisconsin 53719, and CARPARTS.COM, INC., a Delaware corporation (“Debtor”), whose principal place of business is located at 4910 Airport Plaza Drive, Suite 300, Long Beach, California 90815, agree as follows:

 

1.          DEFINITIONS

 

All terms defined in Articles 1 through 9 of the Uniform Commercial Code as enacted in Wisconsin shall have the meanings specified therein unless otherwise defined herein or unless the context requires otherwise.  All accounting terms not specifically defined herein shall be construed in accordance with GAAP.

…

a104amendmenttosecondarl

Execution Version AMENDMENT TO SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CRESTONE ASSET MANAGEMENT, LLC This Amendment to the Second Amended and Restated Limited Liability Company Agreement (this “Amendment”) of Crestone Asset Management, LLC, a Delaware limited liability company (the “Company”), is entered into as of June 10, 2026 (the “Effective Date”), by and among the Company and the Members listed on the signature pages hereto. RECITALS WHEREAS, the Company and the Members are parties to that certain Second Amended and Restated Limited Liability Company Agreement of Contrail Asset Management, LLC (now known as Crestone Asset Management, LLC), dated as of September 1, 2022 (as supplemented, amended and modified and as in effect immediately prior to this Amendment, the “Agreement”); WHEREAS, in connection with certain transactions involving the transfer and redemption of Common Interests pursuant to the Membership Interest Purchase Agreement dated June 10, 2026 among the Company, MRC Common Member LLC, MR CAM US Splitter 2, L.P.,

…