Browse EX-10 agreements

DATED 20 December 2022

FIDELIS INSURANCE IRELAND DAC

and

PINE WALK EUROPE S.R.L.

BINDER AGREEMENT

relating to

PROJECT COOPER

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DATED 20 December 2022

SHELF HOLDCO II LIMITED

and

FIDELIS INSURANCE HOLDINGS LIMITED

FRAMEWORK AGREEMENT

In respect of Binder Agreements

relating to

PROJECT COOPER

WILLKIEFARR& GALLAGHER(UK) LLP

CityPoint

1 Ropemaker Street

London EC2Y 9AW

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Contents

Clause								Page

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TFP GROUP LIMITED

2026 SHARE INCENTIVE PLAN

1.    Purpose.

The purpose of the Plan is to assist the Company in attracting, retaining, motivating, and rewarding certain employees, officers, directors, and consultants of the Company and its Affiliates and promoting the creation of long-term value for shareholders of the Company by closely aligning the interests of such individuals with those of such shareholders. The Plan authorizes the award of Share-based and cash-based incentives to Eligible Persons to encourage such Eligible Persons to expend maximum effort in the creation of shareholder value. The Plan succeeds the Prior Plan for Awards granted on or after the Effective Date and no additional awards may be made under the Prior Plan on or after the Effective Date. The adoption and effectiveness of the Plan will not affect the terms or conditions of any awards granted under the Prior Plan prior to the Effective Date.

2.    Definitions.

For purposes of the Plan, the following terms shall be defined as set forth below:

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TFP GROUP LIMITED

SHAREHOLDERS AGREEMENT

[___], 2026

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TABLE OF CONTENTS

Page
Section 1.													Certain Definitions.	1
Section 2.													Corporate Governance.	5

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CERTAIN INFORMATION MARKED AS [***] HAS BEEN OMITTED FROM THIS EXHIBIT.

***Execution version ***

**G-PRIVATE EQUITY LP, **

as Borrower

Up to $45,000,000

**SENIOR CREDIT AGREEMENT **

SOCIÉTÉ GÉNÉRALE,

as Administrative Agent, Calculation Agent and Lead Arranger

May 30, 2025

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**TABLE OF CONTENTS **

| | | | | | | | | ---------------------------------------------- | - | ---------------------------------------------- | : | :------: | -: | - | | | | | | | | | | | | | | Page | | | | | | | | | | | | SECTION 1.  DEFINITIONS | | | | | 1 | |

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Execution Version

**AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT **

This **AGREEMENT **(this “Agreement”) is made as of September 23, 2026, by and between G-Private Equity LP, a Delaware limited partnership (the “Partnership”), G-Private Equity GP Advisors LLC (the “General Partner”), a Delaware limited liability company and Goldman Sachs Asset Management, L.P. (the “Investment Manager”), a Delaware limited partnership (together with its affiliates, “Goldman Sachs”).

WHEREAS, the Partnership desires to retain the Investment Manager to render investment management services to it, and the Investment Manager is willing to render such services, and the General Partner desires to delegate to the Investment Manager the authority to make certain decisions and undertake certain actions as set forth herein, in each case, on behalf of the Partnership, and the Investment Manager is willing to accept such delegation;

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*Execution Version *

**AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT **

This **AGREEMENT **(this “Agreement”) is made as of September 23, 2026, by and between G-INFRA LP, a Delaware limited partnership (the “Partnership”), G-INFRA GP Advisors LLC (the “General Partner”), a Delaware limited liability company and Goldman Sachs Asset Management, L.P. (the “Investment Manager”), a Delaware limited partnership (together with its affiliates, “Goldman Sachs”).

WHEREAS, the Partnership desires to retain the Investment Manager to render investment management services to it, and the Investment Manager is willing to render such services, and the General Partner desires to delegate to the Investment Manager the authority to make certain decisions and undertake certain actions as set forth herein, in each case, on behalf of the Partnership, and the Investment Manager is willing to accept such delegation;

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CERTAIN INFORMATION MARKED AS [***] HAS BEEN OMITTED FROM THIS EXHIBIT.

***Execution version ***

**G-INFRA LP, **

as Borrower

Up to $25,000,000

**SENIOR CREDIT AGREEMENT **

SOCIÉTÉ GÉNÉRALE,

as Administrative Agent, Calculation Agent and Lead Arranger

April 11, 2025

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**TABLE OF CONTENTS **

| | | | | | | | | ---------------------------------------------- | - | ---------------------------------------------- | : | :------: | -: | - | | | | | | | | | | | | | | Page | | | | | | | | | | | | SECTION 1.  DEFINITIONS | | | | | 1 | |

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*FORM OF TRANSFER CONSENT AGREEMENT *

THIS TRANSFER CONSENT AGREEMENT is made this [•] day of [•], 2026 by and among: (i) the NATIONAL HOCKEY LEAGUE, a joint venture organized as an unincorporated association (the “NHL”); (ii) NEW YORK RANGERS, LLC, a Delaware limited liability company (“Rangers LLC”), RANGERS HOLDINGS, LLC, a Delaware limited liability company (“RH LLC”), MSG NYR HOLDINGS, LLC, a Delaware limited liability company (“MSG NYR Holdings”), and MSGS SPINCO, INC., a Nevada corporation to be renamed MSG Rangers Corp. (“Spinco”) (the entities listed in this clause (ii) are referred to collectively as the “Club Parties”); and (iii) MSG SPORTS, LLC, a Delaware limited liability company to be renamed MSG Knicks, LLC (“MSG Sports”), and MADISON SQUARE GARDEN SPORTS CORP., a Nevada corporation to be renamed MSG Knickerbockers Corp. (“Remainco”) (the entities listed in this clause (iii) are referred to collectively as the “Transferring Parties”, and together with the Club Parties, the “Transaction Parties”).

*Background *

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September ____, 2026

Mr. Jamaal Lesane

MSGS Spinco, Inc. (to be renamed MSG Rangers Corp.)

Two Pennsylvania Plaza

New York, NY 10121

Dear Jamaal:

This letter agreement (the “Agreement”), effective as of the closing of the spin-off of MSGS Spinco, Inc. (to be renamed MSG Rangers Corp., the “Company”) from Madison Square Garden Sports Corp. (to be renamed MSG Knickerbockers Corp., “MSGK”) (the “Effective Date”), will confirm the terms of your employment with the Company as of the Effective Date.

1. Your title will be Executive Vice President, Chief Legal Officer and you will report to the Company’s Executive Chairman and Chief Executive Officer. Subject to Paragraph 2 below, you agree to devote such amount of your business time and attention to the business and affairs of the Company as is necessary, and as you may be requested, to perform your duties in a diligent, competent, professional and skillful manner and in accordance with applicable law.

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**CERTAIN CONFIDENTIAL INFORMATION, IDENTIFIED BY BRACKETED ASTERISKS “[*****]”, HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. **

**Exhibit 10.6 **

STANDSTILL AGREEMENT

BY AND AMONG

MSGS SPINCO, INC.

(TO BE RENAMED MSG RANGERS CORP.)

AND

THE DOLAN FAMILY GROUP

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STANDSTILL AGREEMENT

Standstill Agreement (this “Agreement”), dated as of [•], 2026, by and among MSGS Spinco, Inc. (to be renamed MSG Rangers Corp.), a Nevada corporation (the “Company”), each of the members of the Dolan Family Group listed on Schedule I to this Agreement (the “Dolan Family Parties”) and, as and to the extent provided herein, their transferees, successors and assigns.

WITNESSETH:

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Exhibit 10.4

PORSCHE FINANCIAL AUTO SECURITIZATION TRUST 2026-1

AMENDED AND RESTATED
TRUST AGREEMENT

between

PORSCHE AUTO FUNDING LLC,
as the Depositor

and

WILMINGTON TRUST, NATIONAL ASSOCIATION,
as the Owner Trustee

Dated as of September 30, 2026

		Amended and Restated Trust Agreement (PFAST 2026-1)

Table of Contents

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