Browse EX-10 agreements

Execution Version

 

AMENDMENT No. 3 to SUBORDINATED CREDIT AGREEMENT

 

This AMENDMENT NO. 3 TO SUBORDINATED CREDIT AGREEMENT (this “Amendment”) is entered into as of June 14, 2026, by and among COMTECH TELECOMMUNICATIONS CORP., a Delaware corporation (“Comtech” or the “Borrower”), the Lenders identified on the signature pages hereof (which Lenders constitute all Lenders under the Subordinated Credit Agreement immediately prior to the effectiveness of this Amendment), the Guarantors identified on the signature pages hereof, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as administrative agent for each member of the Lender Group (in such capacity, together with its successors and assigns in such capacity, “Agent”).

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EXCHANGE AGREEMENT BY AND AMONG Comtech Telecommunications Corp.

AND THE ENTITIES LISTED ON EXHIBIT B HERETO Dated as of June 14, 2026

 

 

 

 

TABLE OF CONTENTS

 

 

 

Page

 

 

 

ARTICLE I. EXCHANGE OF SHARES

3

 

 

 

Section 1.1

Exchange

3

Section 1.2

Closing

4

Section 1.3

Closing Deliverables

4

 

 

 

ARTICLE II. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

4

 

 

 

Section 2.1

Organization and Power

4

Section 2.2

Authorization, Etc.

5

Section 2.3

Government Approvals

6

Section 2.4

Authorized and Outstanding Stock

6

Section 2.5

Subsidiaries

7

Section 2.6

Private Placement

8

Section 2.7

SEC Documents; Financial Information

8

Section 2.8

Internal Control Over Financial Reporting

9

Section 2.9

Disclosure Controls and Procedures

9

Section 2.10

Litigation

9

Section 2.11

Compliance with Laws; Permits

9

Section 2.12

Taxes

9

Section 2.13

Employee and Labor Matters

10

Section 2.14

Environmental Matters

10

Section 2.15

Registration Rights

10

Section 2.16

Investment Company Act

11

Section 2.17

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Exhibit 10.3 

 

FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

 

This First Amendment to Registration Rights Agreement (this “Amendment”) is entered into as of June 14, 2026, by and among Comtech Telecommunications Corp., a Delaware corporation (the “Company”), and the entities named on the signature pages to this Amendment (each, an “Investor” and collectively, the “Investors”). Capitalized terms used but not defined elsewhere herein are defined in the Registration Rights Agreement (as defined below).

 

Whereas, the Company and Investors are party to that certain Registration Rights Agreement, dated as of March 3, 2025 (the “Registration Rights Agreement”);

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FORM OF

 

COMTECH TELECOMMUNICATIONS CORP.

 

VOTING AGREEMENT

 

 

 

VOTING AGREEMENT

 

THIS VOTING AGREEMENT (this “Agreement”), is made and entered into as of June 14, 2026, by and between Comtech Telecommunications Corp., a Delaware corporation (the “Company”), and the undersigned [Magnetar] / [White Hat] Investors (each, an “Investor”; together, the “Investors”). Capitalized terms used but not defined herein shall have their respective meanings set forth in that certain Exchange Agreement (the “Exchange Agreement”), dated as of the date hereof, by and among the Company, Investors, and certain other parties thereto.

 

RECITALS

 

A.

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Document

Exhibit 10.1

FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

This FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Fifth Amendment”) is dated effective as of June 12, 2026 (the “Fifth Amendment Effective Date”), by and among NATURAL GAS SERVICES GROUP, INC., a Colorado corporation (“Holdings”), the other Loan Parties party hereto, Texas Capital Bank, in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer, and the Lenders (including the Increasing Lenders (as defined below)) party hereto.

RECITALS:

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PRIVATE & CONFIDENTIAL

FROM:

AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.

200 Vesey Street

New York, NY 10285

(“Buyer”)

TO:

TRIPADVISOR, INC.

400 1st Avenue

Needham, MA 02494

(“Parent”)

TRIPADVISOR UK HOLDCO LIMITED

10 Norton Folgate, London, United Kingdom, E1 6DB

(“Seller”)

LF HOLDINGS (FRANCE) SAS

70 rue Saint-Lazare

75009 Paris, France

(“Company”)

June 14, 2026

Dear Sirs,

We refer to our recent discussions relating to the contemplated acquisition of the Shares representing all of the issued and outstanding Equity Interests of LF Holdings (France) SAS, a French simplified joint stock company (société par actions simplifiée), registered with the Trade and Companies Registry of Paris under number 803 696 509, whose registered office is at 70 rue Saint-Lazare – 75009 Paris, France (the “Company” and together with Parent and Seller, the “Seller Parties”)(the “Contemplated Transaction”).

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EXECUTION VERSION CONFIDENTIAL

 

VOTING AND Support AGREEMENT

 

This Voting and Support Agreement (this “Agreement”) is made and entered into as of June 12, 2026, by and between Neon Maple Parent Inc., a corporation incorporated pursuant to the laws of Canada (“Parent”), and the persons whose names appear on the signature pages hereto (each a “Stockholder” and together, the “Stockholders”).

 

RECITALS

 

A.   Concurrently with the execution and delivery of this Agreement, Payoneer Global Inc., a Delaware corporation, Parent and Panda Acquisition Sub Inc., a Delaware corporation and a wholly-owned indirect Subsidiary of Parent (“Merger Sub”), are entering into that certain Agreement and Plan of Merger, dated as of June 12, 2026 (as it may be amended, supplemented or modified from time to time, the “Merger Agreement”) pursuant to which, among other things, Merger Sub will, subject to the terms and conditions therein, merge with and into the Company (the “Merger”), so that the Company is the surviving corporation in the Merger.

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10 June 2026

 

Ryan Yost

-- By email --

 

OFFER OF EMPLOYMENT – Division President, Global Flexible Packaging Solutions (GFPS)

 

Dear Ryan,

 

On behalf of Amcor plc and its subsidiaries including Berry Global Group, Inc. (“Berry”) (collectively “Amcor”) I am delighted to confirm your appointment to the above role pursuant to the terms and conditions of this employment offer letter agreement (this “Agreement”).

 

Position: You will be employed by Amcor Flexibles North America (“Amcor”) as Division President, Global Flexible Packaging Solutions (GFPS), reporting to me and be based in Deerfield, IL, effective from 15 June 2026 (the “appointment date”).

 

Salary: Your base salary will be $1,000,000 annually, which will be paid in bi-weekly increments. Your salary will be reviewed annually on a date selected by Amcor. Salaries are adjusted at Amcor’s sole discretion to take into account company performance, your individual performance, and market and industry conditions. Amcor is not obliged to increase your salary as a result of any review.

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TRANSITION, RETIREMENT AGREEMENT AND GENERAL RELEASE

 

This Transition, Retirement Agreement and General Release (the “Agreement”) is entered into by and between Amcor Flexibles North America, Inc. (the “Company”), an indirect subsidiary of Amcor plc (“Amcor”), and Fred Stephan (“Employee”)

 

WHEREAS the Company and Employee wish to transition and end Employee’s employment with the Company under the terms and conditions set forth under this Agreement.

 

NOW, THEREFORE, in consideration of the mutual promises, covenants and obligations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Company and Employee, the Company and Employee agree as follows:

 

1.            Transition.

 

(a)          Employee’s employment with the Company and its affiliates shall terminate on December 31, 2026 (the “Retirement Date”).

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June 14, 2026

Paul Todd

Sent Via Email

Dear Paul:

This letter amends certain terms of your offer letter with Fiserv, Inc. (“Fiserv”), dated October 28, 2025 (the “Offer Letter”). You acknowledge agree that notwithstanding the vesting protections set forth in your Offer Letter, you will no longer have the ability to resign for “Good Reason” as such term is defined therein. Except as expressly set forth in this letter, all terms, conditions and provisions of your Offer Letter shall remain in full force and effect.

In consideration for the acknowledgement provided hereunder, the Board of Directors has approved an award of Restricted Stock Units to you on June 15, 2026, with a grant date value of $5,000,000 (the “Retention RSUs”). The Retention RSUs will be in substantially the same form, and contain substantially the same terms, as the time-vesting RSU awards granted to you and other members of the Management Committee on February 18, 2026, provided that such Retention RSUs shall vest as to 33% of the award on each of the first three anniversaries of the grant date.

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June 14, 2026

Takis Georgakopoulos

Sent Via Email

Dear Takis:

On behalf of the Board of Directors of Fiserv, Inc. (“Fiserv”), I am pleased to offer you the role of Chief Executive Officer. As Chief Executive Officer you will remain a member of the Management Committee and will report directly to the Fiserv Board of Directors (the “Board”).

Annual Compensation Package. Your total annual compensation opportunity will be $22,500,000 and will be provided in the following components:

 

 

•

 

Annual Base Salary: Your annual base salary for 2026 will be $1,300,000, which is $50,000 per pay period, which will be subject to review by the Talent and Compensation Committee of the Board (the “Committee”) on an annual basis and which may be increased from time to time, but shall not be decreased.

 

 

•

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EXECUTION VERSION CONFIDENTIAL

 

VOTING AND Support AGREEMENT

 

This Voting and Support Agreement (this “Agreement”) is made and entered into as of June 12, 2026, by and between Neon Maple Parent Inc., a corporation incorporated pursuant to the laws of Canada (“Parent”), and the persons whose names appear on the signature pages hereto (each a “Stockholder” and together, the “Stockholders”).

 

RECITALS

 

A.   Concurrently with the execution and delivery of this Agreement, Payoneer Global Inc., a Delaware corporation, Parent and Panda Acquisition Sub Inc., a Delaware corporation and a wholly-owned indirect Subsidiary of Parent (“Merger Sub”), are entering into that certain Agreement and Plan of Merger, dated as of June 12, 2026 (as it may be amended, supplemented or modified from time to time, the “Merger Agreement”) pursuant to which, among other things, Merger Sub will, subject to the terms and conditions therein, merge with and into the Company (the “Merger”), so that the Company is the surviving corporation in the Merger.

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