Browse EX-10 agreements

ASSIGNMENT, ASSUMPTION AND TERMINATION AGREEMENT

This ASSIGNMENT, ASSUMPTION AND TERMINATION AGREEMENT (this "Agreement"), dated as of September 9, 2026 is made and entered into by and among MediaAlpha, Inc., a Delaware corporation (the "Purchaser"), and each of Parallaxes Mars, LLC, a Delaware limited liability company, Parallaxes Mars II, LLC, a Delaware limited liability company, and Parallaxes Mars III, LLC, a Delaware limited liability company (each, a "Seller" and collectively, the "Sellers"). Capitalized terms that are used but not defined in this Agreement have the meanings specified in that certain Tax Receivable Agreement, dated as of October 27, 2020 (as amended, the "TRA"), by and among the Purchaser, QL Holdings LLC, the Sellers and certain other parties thereto, as amended by First Amendment to Tax Receivables Agreement, dated as of October 1, 2023, by and among the Purchaser, White Mountains Insurance Group, LTD, Tony Broglio and Tigran Sinanyan.

W I T N E S S E T H:

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**GENUINE PARTS COMPANY **

2999 WILDWOOD PARKWAY SE

ATLANTA GA 30339

August 28, 2026

Court Carruthers

Email: *****

Dear Court,

It is with pleasure that, on behalf of Genuine Parts Company (GPC), I extend an offer of employment to you for the position of Chief Executive Officer-Elect (CEO-Elect) of GPC’s Automotive business (Automotive). We anticipate that your starting date of employment will be September 8, 2026 (Effective Date).

As you know, GPC is expected to conduct a spin-off of its Industrial business (Industrial) during the first quarter of 2027 (the actual spin-off date, if applicable, the Separation Date). At the Separation Date, you will be appointed the Chief Executive Officer of Automotive (Automotive CEO), reporting to the Board of Directors for Automotive (Automotive Board). Your employment with GPC (and ultimately the Automotive business) shall be subject to the terms and conditions of this letter.

***CEO-Elect Compensation ***

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Exhibit 10.1

EXECUTION VERSION

THIRD AMENDMENT TO THE

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF

CENTERSPACE, LP, A NORTH DAKOTA LIMITED PARTNERSHIP

September 8, 2026

Pursuant to Article XI of the Amended and Restated Agreement of Limited Partnership of Centerspace, LP (f.k.a., IRET Properties), a North Dakota limited partnership (the “Partnership”), as amended by the First Amendment to the Amended and Restated Agreement of Limited Partnership, and the Second Amendment to the Amended and Restated Agreement of Limited Partnership, (the “Partnership Agreement”), Centerspace, Inc., a North Dakota corporation (f.k.a., IRET, Inc.), in its capacity as the General Partner of the Partnership, hereby amends the Partnership Agreement as follows (capitalized terms used but not defined in this amendment (this “Amendment”) have the respective meanings given to such terms in the Partnership Agreement):

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ELECTROCORE, INC.

200 Forge Way, Suite 205

Rockaway, NJ 07866

September 8, 2026

Mr. Michael Fox

c/o electroCore, Inc.

200 Forge Way, Suite 205

Rockaway, NJ 07866

Dear Mr. Fox:

Reference is hereby made to the letter agreement, dated March 13, 2026, between you (“Employee”) and electroCore, Inc., a Delaware corporation (the “Company”), relating to your employment by the Company (the “Employment Letter”). The purpose of this letter (the “Amendment”) is to amend the Employment Letter.

We hereby agree as follows:

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1. Title. Effective as of September 8, 2026 (the “Effective Date”), Section 1 of the Employment Letter is hereby amended by deleting it and replacing it in full with the following provision:

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ELECTROCORE, INC.

200 Forge Way, Suite 205

Rockaway, NJ 07866

September 8, 2026

Mr. Joshua S. Lev

c/o electroCore, Inc.

200 Forge Way, Suite 205

Rockaway, NJ 07866

Dear Mr. Lev:

Reference is hereby made to the letter agreement, dated January 29, 2020, between you (“Employee”) and electroCore, Inc., a Delaware corporation (the “Company”), relating to your employment by the Company, as previously amended (the “Employment Letter”). The purpose of this letter (the “Amendment”) is to amend the Employment Letter.

We hereby agree as follows:

1. Title. Effective as of September 8, 2026 (the “Effective Date”), Section 1 of the Employment Letter is hereby amended by deleting it and replacing it in full with the following provision:

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electroCore, Inc. Amended and Restated Executive Severance Policy

ARTICLE I.
PURPOSE

The electroCore, Inc. Executive Severance Policy (“the Policy”) is established to provide eligible executives of electoCore, Inc. or any of its wholly-owned subsidiaries (collectively, the “Company”) who incur an Involuntary Termination of Employment (as defined below) with severance pay and other benefits in accordance with and subject to the terms and conditions set forth in this Policy.

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Exhibit 10.1

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CONTRIBUTION AGREEMENT

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by and among

FANENGINE HOLDINGS LTD.,

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GAMESQUARE IP HOLDINGS, INC.,

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GAMESQUARE HOLDINGS, INC.,

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JESPER SCHERTIGER,

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SOLEY AS REPRESENTATIVE OF THE SELLER SECURITYHOLDERS

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AND

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CERTAIN SELLER SECURITYHOLDERS NAMED HEREIN

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dated as of

SEPTEMBER 8, 2026

TABLE OF CONTENTS

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**WW INTERNATIONAL, INC. **

September 8, 2026

Mr. Stephen Bye

Re: President and Chief Executive Officer Agreement

Dear Stephen:

On behalf of WW International, Inc. (the “Company”), I am pleased to offer you the position of President and Chief Executive Officer of the Company on the terms and conditions set forth in this letter agreement (this “Agreement”). Capitalized terms used herein shall have the meanings ascribed to them in Section*** 7*.

You may accept this Agreement by signing and returning a copy of this Agreement to the Company as provided below.

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Certain personally identifiable information has been omitted from this exhibit pursuant to

item 601(a)(6) of Regulation S-K. [***] indicates that information has been redacted.

TWENTY ONE CAPITAL, INC.

INDEPENDENT DIRECTOR AGREEMENT

This Independent Director Agreement (this “Agreement”) is made and entered into as of September 8, 2026, by and between Twenty One Capital, Inc. (the “Company”), a Texas corporation, and David J. Goldschmidt (the “Director”).

I. SERVICES

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AVALANCHE TREASURY CORPORATION

INDEPENDENT DIRECTOR AGREEMENT

This Independent Director Agreement (this “Agreement”) is made and entered into as of September 8, 2026, by and between Avalanche Treasury Corporation (the “Company”), a Delaware corporation, and Virginia Gambale (the “Director”).

I.             SERVICES

1.1  Board of Directors. The Director will be appointed to serve as a director of the Company’s Board of Directors (the “Board”), effective as of September 8, 2026 (the “Effective Date”), until the date on which the Director ceases to be a member of the Board for any reason (the “Expiration Date”). The Director’s service as a member of the Board will be subject to (i) applicable law and (ii) renomination and reelection by the stockholders of the Company in accordance with the Company’s by-laws and other governing documents.

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AVALANCHE TREASURY CORPORATION

INDEPENDENT DIRECTOR AGREEMENT

This Independent Director Agreement (this “Agreement”) is made and entered into as of September 8, 2026, by and between Avalanche Treasury Corporation (the “Company”), a Delaware corporation, and Paul Grinberg (the “Director”).

I.             SERVICES

1.1  Board of Directors. The Director will be appointed to serve as a director of the Company’s Board of Directors (the “Board”), effective as of September 8, 2026 (the “Effective Date”), until the date on which the Director ceases to be a member of the Board for any reason (the “Expiration Date”). The Director’s service as a member of the Board will be subject to (i) applicable law and (ii) renomination and reelection by the stockholders of the Company in accordance with the Company’s by-laws and other governing documents.

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**INDEMNIFICATION AGREEMENT **

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [*    *], 20[ ] between Blue Laser Fusion, Inc., a Delaware corporation (the “Company”), and [NAME] (“Indemnitee”).

**WITNESSETH THAT: **

WHEREAS, 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 the corporation;

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