Browse EX-10 agreements

EXECUTION VERSION

 

 

 

CONTRIBUTION AND SUBSCRIPTION AGREEMENT

by and among

CIM GROUP HOLDINGS, LLC,

CIM REAL ESTATE FINANCE TRUST, INC.,

and

CIM FINANCE HOLDINGS, LP

Dated as of June 24, 2026

 

 

 

 

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TABLE OF CONTENTS

Page

 

ARTICLE I

  

CONTRIBUTIONS AND ISSUANCES; CLOSING

  

Section 1.1

 

Contribution of the Contributed Interests; Payment of the Cash Consideration

  

 

2

 

Section 1.2

 

Issuance of New OP Class A LP Units and CMFT Preferred Shares

  

 

2

 

Section 1.3

 

Time and Place of Closing

  

 

3

 

Section 1.4

 

Closing Documents

  

 

3

 

Section 1.5

 

Earnout Payments

  

 

4

 

ARTICLE II

  

REPRESENTATIONS AND WARRANTIES OF THE CIM CONTRIBUTOR

  

Section 2.1

 

Organization, Good Standing and Qualification

  

 

8

 

Section 2.2

 

Authority; Approval

  

 

8

 

Section 2.3

 

Ownership of Interests; Capitalization

  

 

9

 

Section 2.4

 

Governmental Filings; No Violations

  

 

9

 

Section 2.5

 

Financial Statements

  

 

10

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EXECUTION VERSION

SECOND AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

CIM FINANCE HOLDINGS, LP

June 24, 2026

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TABLE OF CONTENTS

 

 

 

 

 

 

  

Page

 

ARTICLE I DEFINED TERMS

  

 

2

 

ARTICLE II PARTNERSHIP FORMATION AND IDENTIFICATION

  

 

11

 

 

2.1

 

Formation

  

 

11

 

 

 

2.2

 

Name, Office and Registered Agent

  

 

11

 

 

2.3

 

Partners

  

 

11

 

 

2.4

 

Term and Dissolution

  

 

11

 

 

2.5

 

Filing of Certificate and Perfection of Limited Partnership

  

 

12

 

 

2.6

 

Certificates Describing Partnership Units

  

 

12

 

ARTICLE III BUSINESS OF THE PARTNERSHIP

  

 

12

 

ARTICLE IV CAPITAL CONTRIBUTIONS; PARTNERSHIP INTERESTS

  

 

12

 

 

4.1

 

Capital Contributions

  

 

12

 

 

4.2

 

Classes of Partnership Interests.

  

 

13

 

 

4.3

 

Additional Capital Contributions and Issuances of Additional Partnership Interests

  

 

14

 

 

4.4

 

Additional Funding

  

 

16

 

 

4.5

 

Percentage Interests

  

 

16

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EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of June 24, 2026, by and among CIM Real Estate Finance Trust, Inc., a Maryland corporation (“CMFT”), and the Holders (as defined below). Certain capitalized terms used herein shall have the meanings ascribed to such terms in Section 1.

RECITALS:

WHEREAS, CIM Group Holdings, LLC, a Delaware limited liability company (“CIM Group Holdings” or the “CIM Contributor”), CMFT and CIM Finance Holdings, LP, a Delaware limited partnership (the “Operating Partnership”), have entered into a Contribution and Subscription Agreement, dated as of the date hereof (the “Contribution Agreement”), pursuant to which the CIM Contributor contributed, transferred and conveyed all of its right, title and interest in CIM Group Investments, LLC and CIM Group Management, LLC to the Operating Partnership and delivered other consideration in exchange for newly issued Class A-1 Limited Partnership Units and Class A-2 Limited Partnership Units in the

…

FORM OF

CONTINGENT VALUE RIGHTS AGREEMENT

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [    ], 202[ ] (this “Agreement”), is entered into by and between Zymeworks Inc., a Delaware corporation (“Parent”), and [    ], a [    ], as Rights Agent.

RECITALS

WHEREAS, Parent, Theravance Biopharma, Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and Zymeworks Merger Sub I, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”), have entered into the Agreement and Plan of Merger, dated as of June 28, 2026 (as it may be amended or supplemented from time to time pursuant to the terms thereof, the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Company with the Company surviving (the “Merger”) as a wholly owned subsidiary of Parent, on the terms and subject to the conditions set forth therein; and

…

SUPPORT AGREEMENT

 

This support agreement (this “Agreement”) is dated June 28, 2026, and is among Rocket Lab Corporation, a Delaware corporation (“Parent”), and the stockholders of Iridium Communications Inc., a Delaware corporation (the “Company”), listed on the signature pages hereto (each, a “Stockholder” and, collectively, the “Stockholders”).

 

Recitals

 

A.              The Stockholders Own certain shares of Company Common Stock.

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Document

Exhibit 10.9

2026 STOCK INCENTIVE PLAN OF HONEYWELL AEROSPACE INC. AND ITS AFFILIATES

DIRECTOR RESTRICTED STOCK UNIT AGREEMENT

This RESTRICTED STOCK UNIT AGREEMENT made, as of ###GRANT_DATE### (“Grant Date”), between Honeywell Aerospace Inc. (the “Company”) and ###PARTICIPANT_NAME### (“Director”).

1.Grant of Award. The Company has granted you ###TOTAL_AWARDS### Restricted Stock Units, subject to the provisions of this Agreement and the 2026 Stock Incentive Plan of Honeywell Aerospace Inc. and its Affiliates (the “Plan”). The Company will hold the Restricted Stock Units and Additional Restricted Stock Units (as defined in Section 2) in a bookkeeping account on your behalf until they become payable or are forfeited or cancelled.

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Document

Exhibit 10.4

INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT

BY AND BETWEEN

HONEYWELL INTERNATIONAL INC.

AND

HONEYWELL AEROSPACE INC.

DATED AS OF JUNE 29, 2026

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TABLE OF CONTENTS

ARTICLE I DEFINITIONS AND INTERPRETATION

1

Section 1.1

General

1

Section 1.2

References; Interpretation

5

ARTICLE II LICENSES

5

Section 2.1

Licenses.

5

Section 2.2

Sublicenses

6

Section 2.3

Divested Businesses

6

Section 2.4

Reservation of Rights

6

Section 2.5

No Additional Obligations

6

Section 2.6

Ownership

7

Section 2.7

Confidential Information

7

ARTICLE III DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

7

Section 3.1

Disclaimer of Representations and Warranties

7

Section 3.2

Limitation of Liability

7

Section 3.3

Limited Liability Exclusions

8

ARTICLE IV TERM

8

Section 4.1

Term

8

ARTICLE V MISCELLANEOUS

8

Section 5.1

Dispute Resolution

8

Section 5.2

Complete Agreement; Construction

8

Section 5.3

Counterparts

8

Section 5.4

Notices

8

Section 5.5

Waivers

10

Section 5.6

Amendments

10

Section 5.7

Assignment

10

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Document

Exhibit 10.1

TRANSITION SERVICES AGREEMENT

BY AND BETWEEN

HONEYWELL INTERNATIONAL INC.

AND

HONEYWELL AEROSPACE INC.

DATED AS OF JUNE 29, 2026

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TABLE OF CONTENTS

Page

Article I DEFINITIONS

1

Section 1.1

Definitions

1

Section 1.2

References; Interpretation

5

Article II SERVICES

5

Section 2.1

Provision of Services

5

Section 2.2

Service Amendments and Additions

9

Section 2.3

Migration Projects

10

Section 2.4

No Management Authority

11

Section 2.5

Acknowledgment and Representation

11

Section 2.6

Processing of Personal Data

11

Article III ADDITIONAL ARRANGEMENTS

11

Section 3.1

Cooperation and Access

11

Section 3.2

Intellectual Property

12

Section 3.3

IT Agreements

14

Section 3.4

Certain Supplier Agreements

14

Article IV COMPENSATION

14

Section 4.1

Compensation for Services

14

Section 4.2

Payment Terms

17

Section 4.3

Disclaimer of Warranties

18

Section 4.4

Books and Records

19

Article V CONFIDENTIALITY

19

Section 5.1

Confidential Information

19

Section 5.2

Confidentiality Obligations

19

Section 5.3

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Document

Exhibit 10.5

EXECUTION VERSION

TRADEMARK LICENSE AGREEMENT

BY AND BETWEEN

HONEYWELL INTERNATIONAL INC.,

HONEYWELL AEROSPACE IP HOLDINGS INC.

AND

HONEYWELL AEROSPACE INC.

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Table of Contents

Pages

ARTICLE 1 DEFINITIONS

1

ARTICLE 2 TRADEMARK LICENSES AND OWNERSHIP

7

ARTICLE 3 QUALITY CONTROL; USE RESTRICTIONS

17

ARTICLE 4 OWNERSHIP, MAINTENANCE AND ENFORCEMENT

19

ARTICLE 5 TERM

21

ARTICLE 6 TERMINATION

21

ARTICLE 7 CONSEQUENCES OF TERMINATION

23

ARTICLE 8 REMEDIES AND LIMITATIONS OF LIABILITY

25

ARTICLE 9 WARRANTIES

26

ARTICLE 10 INDEMNIFICATION AND INSURANCE

26

ARTICLE 11 ASSIGNMENT, CHANGE OF CONTROL AND DIVESTMENT

28

ARTICLE 12 UNDERSTANDINGS IN THE EVENT OF BANKRUPTCY

30

ARTICLE 13 MISCELLANEOUS

30

Attachment A – Aerospace Trademarks

Attachment B – Aerospace Entity Names

Attachment C – Aerospace Internet Properties

Attachment D – Licensed Products

Attachment E – Territory

Attachment F – Applicable Transition Periods

Attachment G – Method of Payment

Attachment H – Style Restrictions

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Document

Exhibit 10.7

HONEYWELL AEROSPACE INC.

SEVERANCE PLAN

FOR DESIGNATED OFFICERS

Effective as of

June 29, 2026

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GENERAL PROVISIONS

1.    Purpose and Scope

The purpose of the Honeywell Aerospace Inc. Severance Plan for Designated Officers (the “Plan”) is to provide severance related benefits to select eligible employees of Honeywell Aerospace Inc. (“HAI”) and its participating divisions, subsidiaries and affiliates who are employed in a position that is designated as being an officer of HAI by the Board and whose employment relationship is involuntarily terminated at the initiative of the Company for reasons other than Cause and who are thereafter, as a result of such termination, no longer employed by the Company or any successor thereto.

This Plan is intended to be an unfunded “welfare benefit plan” within the meaning of Section 3(1) of ERISA and is being maintained as a “top hat” plan for a select group of management or highly compensated employees.

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Document

Exhibit 10.3

EMPLOYEE MATTERS AGREEMENT

by and between

HONEYWELL INTERNATIONAL INC.

and

HONEYWELL AEROSPACE INC.

Dated as of June 29, 2026

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TABLE OF CONTENTS

Page

ARTICLE 1

DEFINITIONS

Section 1.01

Definitions

1

ARTICLE 2

GENERAL PRINCIPLES

Section 2.01

Employees and Independent Contractors

9

Section 2.02

Delayed Transfer Employees

10

Section 2.03

Collectively Bargained Employees

10

Section 2.04

Collective Bargaining Agreements

11

Section 2.05

Information and Consultation

11

Section 2.06

Liabilities and Assets Generally

11

Section 2.07

Benefit Plans

13

Section 2.08

Payroll Services

13

Section 2.09

No Change in Control

13

Section 2.10

Inadvertent Transfers

13

Section 2.11

Employee Records

14

Section 2.12

Foreign National Employees

14

Section 2.13

Restrictive Covenant Agreements

14

ARTICLE 3

NON-EQUITY INCENTIVES

Section 3.01

Aerospace Employee Cash Incentives

15

Section 3.02

Aerospace Employee Performance Cash Units

15

ARTICLE 4

SERVICE CREDIT

Section 4.01

Automation Benefit Plans

15

Section 4.02

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Document

Exhibit 10.6

2026 STOCK INCENTIVE PLAN

OF

HONEYWELL AEROSPACE INC.

AND ITS AFFILIATES

ARTICLE I

ESTABLISHMENT AND PURPOSE

1.1    Purpose. The purpose of this 2026 Stock Incentive Plan of Honeywell Aerospace Inc. and its Affiliates (the “Plan”) is to enable the Company to achieve superior financial performance, as reflected in the performance of its Common Stock and other key financial or operating indicators by (a) providing incentives and rewards to certain Employees and Other Service Providers who are in a position to contribute materially to the success and long-term objectives of the Company, (b) aiding in the recruitment and retention of Employees and Other Service Providers of exceptional ability, (c) providing Employees and Other Service Providers an opportunity to acquire or expand equity interests in the Company, and (d) promoting the growth and success of the Company’s business by aligning the financial interests of Employees and Other Service Providers with that of the other shareowners of the Company. Towards these objectives, the Plan provides for the gr

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