Browse EX-10 agreements

Execution Version

Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request.

 

EMPLOYEE MATTERS AGREEMENT

by and between

 

S&P GLOBAL INC.

 

and

 

MOBILITY GLOBAL INC.

 

Dated as of June 30, 2026

 

 

 

TABLE OF CONTENTS

 

Page

 

Article 1

 

Definitions

 

 

 

Section 1.01.

Definitions

1

Section 1.02.

Other Definitional and Interpretive Provisions

7

 

 

 

Article 2

 

General Allocation of Liabilities; Indemnification

 

 

 

Section 2.01.

Allocation of Employee-Related Liabilities

9

Section 2.02.

Indemnification

9

Section 2.03.

No Duplicate Reimbursements

9

 

 

 

Article 3

 

Employees; Employee Agreements

 

 

 

Section 3.01.

Transfers of Employment

10

Section 3.02.

Transfer of Delayed Transfer SpinCo Employees

10

Section 3.03.

Employee Agreements

11

Section 3.04.

Assignment of Specified Rights

11

Section 3.05.

Sponsored SpinCo Employees

12

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Exhibit 10.47 

 

FIFTEENTH AMENDMENT TO CREDIT AGREEMENT

 

FIFTEENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of June 30, 2026by and among CAREVIEW COMMUNICATIONS, INC., a Nevada corporation (“Holdings”), CAREVIEW COMMUNICATIONS, INC., a Texas corporation and a wholly owned subsidiary of Holdings (the “Borrower”), CAREVIEW OPERATIONS, L.L.C., a Texas limited liability company (the “Subsidiary Guarantor”), PDL INVESTMENT HOLDINGS, LLC (as assignee of PDL BioPharma, Inc.), a Delaware limited liability company (both in its capacity as the lender (“Lender”) and in its capacity as Agent (solely in such capacity as Agent, the “Agent”)) under the Credit Agreement (as defined below), and Steven G. Johnson and Dr. James R. Higgins (each, an individual, for the purpose of acknowledging and agreeing to this Amendment in their collective capacity as the Tranche Three Lender under the Credit Agreement).

 

RECITALS

…

OPTION TO LEASE REAL PROPERTY

 

Effective as of July 1, 2026 (the “Effective Date”), Range Sky View Land, LLC, an Ohio limited liability company (“Landlord”) hereby grants to Time Complexity Appalachia, LLC, a West Virginia limited liability company (“Tenant”) an option to lease portions of the Property (as defined below) upon the terms and conditions set forth in this Option to Lease Real Property (this “Agreement”). Each of Landlord and Tenant shall individually be referred to as a “Party” and together as the “Parties” to this Agreement.

 

RECITALS:

 

A. Landlord is the owner of the real property containing approximately 9,000 acres of contiguous surface at the Fola mine site in Clay and Nicholas Counties, West Virginia, less the Excluded Land (as defined below) (the “Property”). For clarification purposes, the definition of “Property” shall not include “Excluded Land”.

…

OPERATING AGREEMENT

OF

TIME COMPLEXITY APPALACHIA, LLC

THE INTERESTS CREATED BY THIS AGREEMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR WITH THE SECURITIES AUTHORITIES OF ANY STATE UNDER ANY STATE SECURITIES LAWS. AS A CONSEQUENCE, THE INTERESTS MAY NOT BE SOLD, ASSIGNED, CONVEYED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED BY A HOLDER THEREOF EXCEPT: (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT REGISTERING THE INTERESTS UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS, OR (2) PURSUANT TO AN OPINION OF COUNSEL WHICH HAS BEEN OBTAINED BY SUCH HOLDER AND WHICH IS SATISFACTORY TO THE MEMBERS OR PURSUANT TO SUCH OTHER EVIDENCE WHICH HAS BEEN OBTAINED BY THE HOLDER AND WHICH IS SATISFACTORY TO THE MEMBERS THAT SUCH REGISTRATION UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED FOR SUCH HOLDER TO LAWFULLY EFFECT SUCH SUBSEQUENT SALE, ASSIGNMENT, CONVEYANCE, PLEDGE, HYPOTHECATION OR OTHER TRANSFER. INVE

…

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

 

COMMON STOCK PURCHASE WARRANT

RANGE IMPACT, INC.

 

Warrant Shares: 14,500,000

 

Warrant Issuance Date: July 1, 2026

…

[Loeb Draft | June 9, 2026]

 

 

 

STOCK PURCHASE AGREEMENT

 

Between and among

 

MJG Polo LLC, as “Buyer”

 

Compass North Holdings Limited, as “Seller”

 

and

 

Stark Focus Group Inc., as the “the Company”

 

Dated June 9, 2026

 

 

 

 

 

STOCK PURCHASE AGREEMENT, dated June 9, 2026, between and among MJG Polo LLC, a limited liability company formed under the laws of Delaware (the “Buyer”), Stark Focus Group Inc., a company formed under the laws of Nevada (the “Company”), and Compass North Holdings Limited, a company formed under the laws of England (the “Seller”).

 

W I T N E S S E T H:

 

WHEREAS, Sellers owns 8,300,000 shares (the “Shares”) of common stock, $0.0001 par value per share (the “Common Stock”), of the Company, representing 83.43% of the issued and outstanding shares of Common Stock; and

 

WHEREAS, Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, the Shares, upon the terms and subject to the conditions set forth herein;

…

SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 30, 2026, between Cadrenal Therapeutics, Inc., a Delaware 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 Section 4(a)(2) of the Securities Act (as defined below), and Rule 506 of Regulation D promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

 

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE I. DEFINITIONS

…

EXHIBIT B

 

REGISTRATION RIGHTS AGREEMENT

 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 30, 2026, between Cadrenal Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

 

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

 

The Company and each Purchaser hereby agrees as follows:

 

1. Definitions.

 

Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

 

“Advice” shall have the meaning set forth in Section 6(c).

…

Execution Version

 

Published CUSIP Number: 46816XAH7 (Deal) US46816XAH70 (Facility)

 

 

 

REVOLVING CREDIT AGREEMENT

 

dated as of

 

June 30, 2026

 

among

 

JACKSON FINANCIAL INC., as the Company

 

the SUBSIDIARY ACCOUNT PARTIES, as additional Obligors

 

the BANKS party hereto and

 

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent

 

$1,250,000,000

 

WELLS FARGO SECURITIES, LLC, BOFA SECURITIES, INC., JPMORGAN CHASE BANK, N.A., and TD SECURITIES (USA) LLC, as Joint Lead Arrangers and Bookrunners

 

BANK OF AMERICA, N.A., JPMORGAN CHASE BANK, N.A., and TD SECURITIES (USA) LLC, as Syndication Agents

 

 

 

 

 

 

TABLE OF CONTENTS

 

 

 

Page

Article I DEFINITIONS

1

SECTION 1.01.

Definitions

1

SECTION 1.02.

Other Definitions and Provisions

26

SECTION 1.03.

Accounting Terms and Determinations

27

SECTION 1.04.

Rounding

27

SECTION 1.05.

References to Agreement and Laws

27

SECTION 1.06.

Times of Day

27

SECTION 1.07.

Types of Borrowings

28

SECTION 1.08.

Divisions

28

SECTION 1.09.

…

FIRST AMENDMENT TO SUBLEASE

THIS FIRST AMENDMENT TO SUBLEASE (this “Amendment”) is made and entered into as of June 29, 2026 (the “Effective Date”), by and between CRISPR THERAPEUTICS, INC., a Delaware corporation, with a place of business at 105 West First Street, Boston, MA 02127 (“Sublandlord”), and AVALYN PHARMA INC., a Delaware corporation with a place of business at 105 West First Street (“Subtenant”).

R e c i t a l s

 

A.

Sublandlord is a party to that certain Lease, dated July 24, 2020 (the “Master Lease”), by and between Sublandlord, as tenant, and 105 W First Street Owner, L.L.C. (“Master Landlord”), as landlord, of approximately 263,500 rentable square feet of space (the “Master Premises”) in the entire building commonly known as 105 West First Street, Boston, Massachusetts (the “Building”).

 

B.

…

STANDBY EQUITY PURCHASE AGREEMENT

 

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of July 1, 2026 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and ONEMEDNET CORPORATION, a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

 

WHEREAS, the Parties desire that, upon the terms and subject to the conditions contained herein, the Company shall have the right to issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to $25 million of the shares of the Company’s Common Stock, par value $0.0001 per share (the “Common Shares”);

 

WHEREAS, the Common Shares are listed for trading on the Nasdaq Global Market under the symbol “ONMD;”

…

AMBARELLA, INC.

AMENDED AND RESTATED 2021 EQUITY INCENTIVE PLAN

1. Purposes of the Plan. The purposes of this Plan are:

 

 

•

 

to attract and retain the best available personnel for positions of substantial responsibility,

 

 

•

 

to provide additional incentive to Employees, Directors and Consultants, and

 

 

•

 

to promote the success of the Company’s business.

The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units and Performance Awards.

2. Definitions. As used herein, the following definitions will apply:

2.1 “Administrator” means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of the Plan.

…