Browse EX-10 agreements

SILENTIUM LTD.

 

INDEMNIFICATION UNDERTAKING

 

Date: [l]

 

Dear [Mr. / Ms.] [●●]:

 

WHEREAS, at the request of Silentium Ltd. (“Silentium”), you served in the past, are currently serving or will serve in the future as an “Office Holder” (“nosse misra”) of Silentium, as such term is defined in Section 1 of the Israeli Companies Law, 5759-1999 (including the regulations thereunder, the “Companies Law”);

 

WHEREAS**,** both Silentium and you recognize the increased risk of litigation and other claims being asserted against Office Holders of companies and that highly competent persons have become more reluctant to serve corporations as directors and 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, companies;

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ISRAELI SHARE OPTION PLAN

 

 

 

Silentium Ltd.

 

THE 2013 ISRAELI SHARE OPTION PLAN

 

(*In compliance with Amendment No. 132 of the Israeli Tax Ordinance, 2002)

 

 

 

 

ISRAELI SHARE OPTION PLAN

 

 

TABLE OF CONTENTS

 

1. PURPOSE OF THE ISOP

3

 

 

2. DEFINITIONS

3

 

 

3. ADMINISTRATION OF THE ISOP

6

 

 

4. DESIGNATION OF PARTICIPANTS

7

 

 

5. DESIGNATION OF OPTIONS PURSUANT TO SECTION 102

8

 

 

6. TRUSTEE

9

 

 

7. SHARES RESERVED FOR THE ISOP

10

 

 

8. PURCHASE PRICE

10

 

 

9. ADJUSTMENTS

11

 

 

10. TERM AND EXERCISE OF OPTIONS

12

 

 

11. VESTING OF OPTIONS

14

 

 

12. SHARES SUBJECT TO RIGHT OF FIRST REFUSAL

14

 

 

13. DIVIDENDS

15

 

 

14. RESTRICTIONS ON ASSIGNABILITY AND SALE OF OPTIONS

15

 

 

15. EFFECTIVE DATE AND DURATION OF THE ISOP

16

 

 

16. AMENDMENTS OR TERMINATION

16

 

 

17. GOVERNMENT REGULATIONS

16

 

 

18. CONTINUANCE OF EMPLOYMENT

17

 

 

19. GOVERNING LAW & JURISDICTION

17

 

 

20. TAX CONSEQUENCES

17

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INVESTORS’ RIGHTS AGREEMENT

 

THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 5 day of September, 2024 by and among Silentium Ltd., an Israeli company (the “Company”), those certain holders of Series Preferred A SharesB-1 Preferred Shares, Series B-2 Preferred Shares, and Series C Preferred Shares, listed in Schedule A hereto (the “Investors”), [and those certain holders of the Ordinary Shares of the Company listed in Schedule B hereto (“Ordinary Shareholders”).

 

RECITALS

 

W I T N E S S E T H :

 

WHEREAS, the Company and certain of the Investors are parties to the Preferred C Share Purchase and Recapitalization Agreement of even date herewith (the “Purchase Agreement”);

 

WHEREAS, the Company and certain of the Investors are parties to an Amended and Restated Investor Rights Agreement dated May 25, 2021 (the “Prior Agreement”);

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Effective Date: Date of First Drawdown of Credit Line by the Company

 

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED IF AT THAT TIME ANY SECURITIES OF THE CORPORATION HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR PROSPECTUS FILING THEREUNDER OR EXEMPTIONS FROM SUCH REGISTRATION AND PROSPECTUS REQUIREMENTS. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF HOLDER’S COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

 

To:

 

Mizrahi Tefahot Bank Ltd.

 

WARRANT

 

To Purchase Preferred D Shares

 

OF

 

SILENTIUM LTD.

 

VOID AFTER 5:00 P.M. (prevailing Israel time)

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SILENTIUM LTD.

 

SERIES C PREFERRED SHARE PURCHASE AND RECAPITALIZATION

AGREEMENT

 

This SERIES C PREFERRED SHARE PURCHASE AGREEMENT (this “Agreement”) effective as of September 5, 2024 (the “Effective Date”) by and between Silentium Ltd, a private company incorporated under the laws of the State of Israel (the “Company”), and the purchasers whose names are set forth in Exhibit A and Exhibit A-1 attached hereto (each a “Purchaser” and together the “Purchasers”).

 

BACKGROUND

 

WHEREAS, the Company desires to raise capital by means of issuance and sale of up to 1,538,461,538 shares of Series C Preferred Shares, of no par value, of the Company (the “New Series C Shares” or the “Purchased Shares”), at a purchase price of US$ 0.00325 per share (the “Preferred C Price Per Share”) and an aggregate purchase price of up to US$3,625,000 (the “Purchase Price”);

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Execution Version

 

NINTH AMENDMENT dated as of June 8, 2026 (this “Amendment”), to the Credit Agreement (as defined below) among DaVita Inc., as Borrower (the “Borrower”), the other Loan Parties party hereto, each 2026 Incremental Tranche B-2 Term Lender (as defined below) and JPMorgan Chase Bank, N.A., as Administrative Agent.

 

RECITALS

 

A. The Borrower, the Lenders party thereto from time to time, the other parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), Collateral Agent and Swingline Lender, are party to that certain Credit Agreement dated as of August 12, 2019 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”).

…

ameresco-2020stockincent

AMERESCO, INC. 2020 STOCK INCENTIVE PLAN (as amended) 1. Purpose The purpose of this 2020 Stock Incentive Plan (the “Plan”) of Ameresco, Inc., a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contributions to the Company and by providing such persons with equity ownership opportunities and performance-based incentives that are intended to better align the interests of such persons with those of the Company’s stockholders. Except where the context otherwise requires, the term “Company” shall include any of the Company’s present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any regulations thereunder (the “Code”) and any other business venture (including, without limitation, joint venture or limited liability company) in which the Company has a controlling interest, as determined by the Board of Directors of the Com

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Form of Lock-Up Agreement

Maxim Group LLC

300 Park Avenue, 16th Floor

New York, New York 10022

Ladies and Gentlemen:

 

The undersigned understands that you, as the placement agent (“Placement Agent”), propose to enter into a Placement Agent Agreement (the “PAA”) with Eshallgo Inc, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), relating to the proposed offering of Securities (the “Offering”) including the class A ordinary shares of par value of US$0.0016 each of the Company (the “Ordinary Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the PAA.

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SECURITIES PURCHASE AGREEMENT

 

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of [-], 2026, between Eshallgo Inc, an exempted company incorporated under the laws of the Cayman Islands (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 an effective registration statement under the Securities Act (as defined below), 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

…

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

 

P R O M I S S O R Y   N O T E

Principal Amount: $300,000

 

Dated as of: January 19, 2026

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ADMINISTRATIVE SERVICES AGREEMENT

 

June 3, 2026

 

InterPrivate Acquisition Management V LLC

1350 Avenue of the Americas, 2nd Floor

New York, NY 10019

 

Ladies and Gentlemen:

 

This letter agreement will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the Registration Statement on Form S-1 (File No. 333-295323) filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of InterPrivate Investment Partners V, Inc. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), InterPrivate Acquisition Management V LLC or its designee (as applicable, the “Provider”) shall directly or indirectly make available to the Company certain office space, utilities and secretarial and administrative support as may

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PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT

 

This PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT, dated as of June 3, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between InterPrivate Investment Partners V, Inc., a Cayman Islands exempted company (the “Company”), and InterPrivate Acquisition Management V LLC, a Delaware limited liability company (the “Purchaser”).

 

WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of the Company’s units, each unit consisting of one Class A ordinary share, par value $0.0001 per share, of the Company (an “Ordinary Share”) and one-third of one redeemable warrant, as set forth in the Company’s Registration Statement on Form S-1 (File No. 333-295323) (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”). Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per share, subjec

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