Browse EX-10 agreements

Execution Version

ACCESSION AGREEMENT

Reference is hereby made to that certain Intercreditor Agreement, dated as of December 9, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), among (i) Exeter Finance LLC, as servicer, (ii) Citibank, N.A., as intercreditor agent, and (iii) each Other Party that becomes a party thereto pursuant to the terms thereof.  Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Agreement.

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Execution Version

ASSET REPRESENTATIONS REVIEW AGREEMENT

among

EXETER SELECT AUTOMOBILE RECEIVABLES TRUST 2026-2,
Issuer,

EXETER FINANCE LLC,
Servicer,

and

CLAYTON FIXED INCOME SERVICES LLC,
Asset Representations Reviewer

Dated as of August 31, 2026

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TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS		1
Section 1.1.	Definitions	1
Section 1.2.	Additional Definitions	1

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Expiration Date Extension Letter (Cincinnati Financial 2026) 4897-2856-4682 v5.doc 10000622 September 25, 2026 Cincinnati Financial Corporation 6200 S. Gilmore Road Fairfield, Ohio 45014 Attn: Michael J. Sewell and Michael A. Burke, Esq. Re: Expiration Date Extension Ladies and Gentlemen: Reference is made herein to that certain Credit Agreement, dated as of October 10, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CINCINNATI FINANCIAL CORPORATION and CFC INVESTMENT COMPANY, as Borrowers, the Lenders party thereto, and FIFTH THIRD BANK, NATIONAL ASSOCIATION, as Administrative Agent. All capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement. Pursuant to a letter agreement dated August 19, 2026 from Borrowers to Administrative Agent, and in accordance with Section 2.13 of the Credit Agreement, the Borrowers have heretofore requested a one-year extension of the Expiration Date under the Credit Agreement from October 10, 2030 to October 10, 2031 (th

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LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [●], by and among Astro Digital Holdings, Inc., a Delaware corporation (“Parent”) (formerly known as Proem Acquisition Corp I, a Cayman Islands exempted company prior to its domestication as a Delaware corporation), Proem SPAC Partners I LLC, a Cayman Islands limited liability company (the “Sponsor”), certain former stockholders, officers and directors of Astro Digital US, Inc., a Delaware corporation (the “Company”), identified on the signature page and as set forth on Schedule I hereto (such stockholders, the “Company Holders”) and other persons and entities (collectively with the Sponsor, the Company Holders and any person or entity who hereafter becomes a party to this Agreement, the “Holders” and each, a “Holder”).

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EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered as of [DATE] and effective as of the Effective Date (as defined below), by and between Proem Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and [NAME], an individual residing at [ADDRESS] (the “Executive”). This Agreement shall amend and replace in its entirety the Employment Agreement signed between Astro Digital US, Inc., a Delaware corporation (“Astro Digital”) and [NAME] dated as of [PRIOR AGREEMENT DATE] (the “Prior Agreement”), effective as of (and contingent upon) the Effective Date. For purposes of this Agreement, the Company and Executive may be referred to each individually as a “Party” and collectively as the “Parties.”

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RECITALS

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**WHEREAS, **Executive has been serving as the [TITLE] of Astro Digital pursuant to the Prior Agreement;

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Privileged & Confidential

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INVESTORS’ RIGHTS AGREEMENT

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THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2026, by and among Astro Digital Holdings, Inc. (f/k/a Proem Acquisition Corp I), a Delaware corporation (“Parent”), Proem SPAC Partners I LLC, a Cayman Islands limited liability company (“Sponsor”), and the other Holders listed on Schedule I attached hereto, including, only for purposes of Section 5.04, any required Prior Agreement (as defined below) signatories identified thereon.

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RECITALS

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WHEREAS, Parent, the Sponsor and certain security holders are parties to that certain Registration Rights Agreement, dated as of February 11, 2026 (the “Prior Agreement”);

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**Exhibit 10.2 **

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PARENT SUPPORT AGREEMENT

This PARENT SUPPORT AGREEMENT (this “Agreement”) is dated as of September 26, 2026, by and among the Persons set forth on Schedule I hereto (each, a “Parent Shareholder” and, collectively, the “Parent Shareholders”), Proem Acquisition Corp I, a Cayman Islands exempted company (which shall de-register from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation prior to the Closing) (“Parent”), and Astro Digital US, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

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RECITALS

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COMPANY SUPPORT AGREEMENT

This COMPANY SUPPORT AGREEMENT (this “Agreement”) is dated as of September 26, 2026, by and among the Persons set forth on Schedule I hereto (each, a “Company Stockholder” and, collectively, the “Company Stockholders”), Proem Acquisition Corp I, a Cayman Islands exempted company (which shall de-register from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation prior to the Closing) (“Parent”), and Astro Digital US, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

RECITALS

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EXECUTION COPY

SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on September 26, 2026, by and between Proem Acquisition Corp I., a Cayman Islands exempted company (“PAAC”), and the undersigned subscriber (“Subscriber”).

This Subscription Agreement substitutes and replaces any other previously signed Subscription Agreements (if any) between the Subscriber and PAAC.

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WHEREAS, PAAC is entering into a Merger Agreement by and among PAAC, Astro Digital US, Inc., a Delaware corporation (“Astro Digital”), PAAC Merger Sub I, Inc., a Delaware corporation (“Merger Sub I”), and PAAC Merger Sub II, LLC, a Delaware limited liability company (“Merger Sub II”) (such merger agreement as amended, supplemented, restated or otherwise modified from time to time, the “Agreement” and the transactions contemplated by the Agreement, the “Transaction”);

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*Exhibit 10.1 *

**Execution Version **

**EIGHTH AMENDMENT TO CREDIT AGREEMENT **

This EIGHTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of September 25, 2026 and effective as of the Effective Date (as hereinafter defined), is made and entered into by and among CHURCHILL DOWNS INCORPORATED, a Kentucky corporation (“Borrower”), the other Credit Parties party hereto, the 2033 Term B Fronting Lender (as hereinafter defined), the 2033 Term B Consenting Lenders party hereto, the 2026 Revolving Lenders party hereto, the 2026 Term Loan A Lenders party hereto, the Swingline Lender, the L/C Lender and JPMORGAN CHASE BANK, N.A., as administrative agent and as collateral agent under the Existing Credit Agreement referred to below (in such capacities, the “Administrative Agent”).

RECITALS

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AMENDED AND RESTATED
UNSECURED PROMISSORY NOTE

THE INDEBTEDNESS EVIDENCED BY THIS AMENDED AND RESTATED UNSECURED PROMISSORY NOTE IS UNSECURED AND SUBORDINATE TO THE PRIOR PAYMENT IN FULL OF THE SENIOR DEBT PURSUANT TO THE TERMS OF THE SUBORDINATION AGREEMENT.

$3,333,334                                    September 25, 2026

1.RideNow Group, Inc., a Nevada corporation (the “Borrower”) originally issued an Unsecured Promissory Note (the “Original Note”) in the aggregate principal sum of $3,333,334 on August 25, 2025 (the “Effective Date”). This Amended and Restated Unsecured Promissory Note (this “A&R Note”) hereby amends and restates the Original Note in its entirety, and (a) continues, as amended hereby, the Original Note and (b) does not constitute a novation. The Original Note is hereby superseded by and replaced with this A&R Note.

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Execution Version

TERM LOAN CREDIT AGREEMENT

Dated as of September 25, 2026

among

RIDENOW GROUP, INC.,
as the Borrower,

ALTER DOMUS (US) LLC,
as Administrative Agent and Collateral Agent,

and

THE LENDERS PARTY HERETO,

US-DOCS\175122890.7

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CONTENTS

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