Browse EX-10 agreements

July 30, 2025

 

D. Boral ARC Acquisition I Corp.

10 E. 53rd Street, Suite 3001

New York, NY 10022

 

Re:

Initial Public Offering

 

Ladies and Gentlemen:

 

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among D. Boral ARC Acquisition I Corp., a BVI business company (the “Company”) and D. Boral Capital LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjust

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REGISTRATION RIGHTS AGREEMENT

 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 30, 2025 is made and entered into by and among D. Boral ARC Acquisition I Corp., a BVI business company (the “Company”), MFH 1, LLC, a Delaware limited liability company (the “Sponsor”), D. Boral Capital LLC (the “Representative”) and the undersigned parties listed under Holder on the signature pages hereto (each such party, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

 

RECITALS

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SUBSCRIPTION AGREEMENT

 

TO:

The Directors of D. Boral ARC Acquisition I Corp. (the “Company”).

 

We hereby subscribe for 12,321,429 Class B ordinary shares of the Company (the “Shares”). In consideration for the issue of the Shares, we hereby agree and undertake to pay $25,000 to the Company.

 

We agree to accept the Shares subject to the Memorandum and Articles of Association of the Company and we authorize you to enter the following name and address in the register of members of the Company:

 

Name:

MFH 1, LLC

Address:

10 E. 53rd St. Suite 3001 New York, NY 10022

 

MFH 1, LLC

 

Signed: 

/s/ John Darwin

 

Name: 

John Darwin

 

Dated: 

March 25, 2025

 

 

Accepted:

 

 

 

D. BORAL ARC ACQUISITION I CORP.

 

 

 

Signed: 

/s/ David Boral

 

Name: 

David Boral

 

Title: 

Chief Executive Officer

 

Dated: 

March 25, 2025

INDEMNITY AGREEMENT

 

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 30, 2025, by and between D. Boral ARC Acquisition I Corp., a BVI business company (the “Company”), and the undersigned (“Indemnitee”).

 

RECITALS

 

WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such companies;

 

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its Subsidiaries (as defined below) from certain liabilities;

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INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 30, 2025 by and between D. Boral ARC Acquisition I Corp., a BVI business company (the “Company”), and Odyssey Transfer and Trust Company, a corporation organized under the laws of Minnesota (the “Trustee”).

 

WHEREAS, the Company’s registration statement on Form S-1, (File No. 333-286810) (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

 

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of July 30, 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between D. Boral ARC Acquisition I Corp., a BVI business company (the “Company”), and MFH 1, LLC, a Delaware limited liability company (the “Purchaser”).

 

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A Ordinary Share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and one-half of one redeemable warrant (a “Warrant”) to purchase Ordinary Share (a “Warrant Share”) to be governed by the Warrant Agreement to be entered into between the Company and Odyssey Transfer and Trust Company, as warrant agent (the “Warrant Agreement”). Each whole Warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share. The Purchaser has agreed to purchase an aggregate of 200,000 pri

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D. BORAL ARC ACQUISITION I CORP.

10 E. 53rd Street

Suite 3001

New York, NY 10022

 

July 30, 2025

 

Re:

Administrative Services Agreement

 

Ladies and Gentlemen:

 

This letter of agreement by and between D. Boral ARC Acquisition I Corp. (the “Company”) and the Company’s sponsor, MFH 1, LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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Document

Exhibit 10.20

AMENDMENT NO. 1

TO

EMPLOYMENT AGREEMENT

This Amendment No. 1 (this “Amendment”) to the Employment Agreement (as defined below) is entered into as of June 8, 2026, by and between McGraw Hill, Inc. (the “Company”) and Philip Moyer (“Executive”).

WHEREAS, the Company and Executive are parties to that certain Employment Agreement, dated as of January 2, 2026 (the “Employment Agreement”), which governs the terms of Executive’s employment with the Company; and

WHEREAS, the Company and Executive now desire to amend the Employment Agreement, effective immediately.

NOW, THEREFORE, in consideration of the covenants and agreements herein contained, the parties hereto hereby agree as follows:

1.Capitalized Terms. Capitalized terms that are not defined in this Amendment shall have the meanings ascribed thereto in the Employment Agreement.

2.Amendment to Employment Agreement. Section 3 of the Employment Agreement shall be amended and restated in its entirety to read as follows:

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Document

Exhibit 10.5

Certain information contained in this exhibit has been redacted where indicated because disclosure of such information would constitute a clearly unwarranted invasion of personal privacy.

CONTRACT OF EMPLOYMENT WITH

MCGRAW-HILL EDUCATION (U.K.) LIMITED (the "COMPANY")

(To be read in conjunction with the letter offering you employment)

This contract sets out your terms and conditions of your employment and incorporates a statement of the terms required by Section 1

Employment Rights Act 1996 (as amended)

February 23, 2018

1    Name

You (“you”) are identified at Paragraph 1 of the contract Schedule number 1 attached (“Schedule 1”).

Each reference to a “Paragraph” is to a Paragraph in Schedule 1.

2    Division, Business Unit, Department and Job Title

2.1The Company is employing you and your job functions are described in Paragraph 2.

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Document

Exhibit 10.7

McGraw Hill, Inc. Annual Incentive Plan

Purpose

McGraw Hill, Inc. (the “Company”) hereby establishes and adopts this McGraw Hill, Inc. Annual Incentive Plan (“AIP” or the “Plan”) to provide annual cash incentive award opportunities to key employees of the Company and its affiliates (collectively, “MH”), contingent upon meeting certain performance goals.

Specifically, the Plan is intended to:

•Attract, motivate and retain professional and managerial talent of outstanding ability by providing cash incentive award opportunities to key employees on an annual basis;

•Foster a high performance culture focused upon the achievement of MH enterprise-wide financial results by aligning annual cash incentive award opportunities to a common set of key corporate performance metric(s) in order to maximize MH’s overall performance as well as the performance of MH’s various business levels, regions, departments and functional units (each a “Business Unit”); and

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AMENDMENT NO. 5 TO

ORTHOFIX MEDICAL INC.

SECOND AMENDED AND RESTATED STOCK PURCHASE PLAN

The Orthofix Medical Inc. Second Amended and Restated Stock Purchase Plan (as amended to date, the “Plan”) is hereby amended as follows:

Section 3(a) of the Plan is amended and restated in its entirety to read in full as follows:

“The total number of shares of Orthofix Stock reserved and available for issuance pursuant to the Plan shall not exceed 6,100,000 shares. The shares of Orthofix Stock purchasable pursuant to the Plan may be authorized but previously unissued shares of Orthofix Stock or shares of Orthofix Stock held in treasury or purchased in the open market or in privately negotiated transactions. The Company shall bear all costs in connection with issuance or transfer of any shares and all commissions, fees and other charges incurred in purchasing shares for distribution pursuant to the Plan.”

 

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DIRECTOR AGREEMENT

 

This DIRECTOR AGREEMENT is made as of [·] [·], 202[·] (the “Agreement”), by and between BILI Social International, Inc. fka Allied Energy, Inc., a Florida corporation (the “Company”), and [·], an individual with an address of [·] (the “Director”).

 

WHEREAS, the Director was appointed to serve as a member of the Board of Directors of the Company (the “Board”) on [·] [·], 20[·], and the Company desires to enter into an agreement with the Director with respect to their service as a member of the Board; and

 

WHEREAS, the Director is willing to serve the Company on the terms set forth herein and in accordance with the provisions of this Agreement.

 

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

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