Browse EX-10 agreements

Amendment No. 1 to Asset Purchase Agreement

THIS AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (this “Amendment”), dated as of July 15, 2026, is by and among (a) BLUE TECH INDUSTRIES, INC., a Delaware corporation (the “Purchaser”); (b) BIOSTEM TECHNOLOGIES, INC., a Delaware corporation (“Parent”) (solely for the purposes of Section 7.14 of the Agreement); (c) BIOTISSUE HOLDINGS INC., a Florida corporation (“BT Holdings”); and (d) BIOTISSUE SURGICAL INC., a Delaware corporation (“BT Surgical”, together with BT Holdings, the “Sellers” and each, a “Seller”). The Purchaser and the Sellers are sometimes individually referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined herein will have the meanings ascribed to them in the Agreement (as defined below).

BACKGROUND

A.  The Parties are parties to that certain Asset Purchase Agreement dated as of January 21, 2026 (the “Agreement”).

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CUSIP (Term Loans): 00104SAB9

CUSIP (Revolving Commitments): 00104SAC7

 

 

 

CREDIT AGREEMENT

 

dated as of

 

July 1, 2026,

 

among

 

ADI GLOBAL DISTRIBUTION INC.,

as Holdings,

 

ADI GLOBAL DISTRIBUTION FUNDING LLC,

as Borrower,

 

The Lenders and Issuing Banks Party Hereto,

 

and

 

JPMORGAN CHASE BANK, N.A.,

 

as Administrative Agent

 

JPMORGAN CHASE BANK, N.A.

BOFA SECURITIES, INC.

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Joint Lead Arrangers, Joint Bookrunners and Syndication Agents

 

BNP PARIBAS

PNC CAPITAL MARKETS LLC

TRUIST SECURITIES, INC.

U.S. BANK NATIONAL ASSOCIATION

ROYAL BANK OF CANADA

CITIZENS BANK, N.A.

CITIBANK, N.A.

as Joint Lead Arrangers

 

BNP PARIBAS

PNC BANK, NATIONAL ASSOCIATION

TRUIST BANK

U.S. BANK NATIONAL ASSOCIATION

ROYAL BANK OF CANADA

CITIZENS BANK, N.A.

CITIBANK, N.A.

KEYBANK NATIONAL ASSOCIATION

THE BANK OF NOVA SCOTIA

BARCLAYS BANK PLC

THE HUNTINGTON NATIONAL BANK

CIBC WORLD MARKETS CORP.

as Co-Documentation Agents

 

 

 

 

 

 

TABLE OF CONTENTS

 

 

 

 

Page

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CUSIP (Term Loans): 00104SAB9

CUSIP (Revolving Commitments): 00104SAC7

 

 

 

CREDIT AGREEMENT

 

dated as of

 

          , 2026,

 

among

 

ADI GLOBAL DISTRIBUTION INC., as Holdings,

 

ADI GLOBAL DISTRIBUTION FUNDING LLC, as Borrower,

 

The Lenders and Issuing Banks Party Hereto,

 

and

 

JPMORGAN CHASE BANK, N.A.,

 

as Administrative Agent

 

JPMORGAN CHASE BANK, N.A. BOFA SECURITIES, INC. WELLS FARGO BANK, NATIONAL ASSOCIATION

as Joint Lead Arrangers, Joint Bookrunners and Syndication Agents

 

BNP PARIBAS PNC CAPITAL MARKETS LLC TRUIST SECURITIES, INC. U.S. BANK NATIONAL ASSOCIATION ROYAL BANK OF CANADA CITIZENS BANK, N.A. CITIBANK, N.A. as Joint Lead Arrangers

 

BNP PARIBAS PNC BANK, NATIONAL ASSOCIATION

TRUIST BANK U.S. BANK NATIONAL ASSOCIATION ROYAL BANK OF CANADA CITIZENS BANK, N.A. CITIBANK, N.A.

KEYBANK NATIONAL ASSOCIATION

THE BANK OF NOVA SCOTIA

BARCLAYS BANK PLC

THE HUNTINGTON NATIONAL BANK

CIBC WORLD MARKETS CORP. as Co-Documentation Agents

 

 

 

 

 

 

TABLE OF CONTENTS

 

 

Page

 

 

Article I

Definitions

1

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ADI EMPLOYEE STOCK PURCHASE PLAN

 

1. Purpose of the Plan. The purpose of this ADI Employee Stock Purchase Plan (the “Plan”) is to provide the employees of ADI Global Distribution Inc. (“ADI”) and its participating subsidiaries with a convenient means of purchasing shares of ADI common stock from time to time at a discount to market prices through the use of payroll deductions. ADI intends that the Plan shall qualify as an “employee stock purchase plan” under Code § 423. Accordingly, the Plan will be construed so as to extend and limit Plan participation in any Offering subject to Code § 423 in a uniform and nondiscriminatory basis consistent with the requirements of Code § 423.

 

2. Definitions. The terms defined in this section are used (and capitalized) elsewhere in this Plan.

 

2.1. “ADI” means ADI Global Distribution Inc., a Delaware corporation, or any successor corporation.

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2026 Stock Incentive Plan of ADI Global Distribution Inc. and Its Affiliates

 

Article I

Establishment and Purpose

 

1.1 Purpose. The purpose of this 2026 Stock Incentive Plan of ADI Global Distribution Inc. and its Affiliates (as the same may be amended and restated from time to time, 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, (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 stockholders of the Company and

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EMPLOYEE MATTERS AGREEMENT

 

by and between

 

RESIDEO TECHNOLOGIES, INC.

 

and

 

ADI GLOBAL DISTRIBUTION INC.

 

Dated as of [●], 2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TABLE OF CONTENTS

 

 

Page

 

 

 

ARTICLE I

DEFINITIONS AND INTERPRETATION

1

 

 

 

Section 1.1

General

1

Section 1.2

References; Interpretation

9

 

 

 

ARTICLE II

GENERAL PRINCIPLES

10

 

 

 

Section 2.1

Nature of Liabilities

10

Section 2.2

Transfers of Employees and Independent Contractors Generally

10

Section 2.3

Assumption and Retention of Liabilities Generally

11

Section 2.4

Participation in Benefit Plans

12

Section 2.5

Service Recognition

12

Section 2.6

Collective Bargaining Agreements

13

Section 2.7

Information and Consultation

14

Section 2.8

WARN

14

Section 2.9

Individual Agreements

14

Section 2.10

Payroll Services

15

Section 2.11

No Change in Control

15

 

 

 

ARTICLE III

CERTAIN BENEFIT PLAN PROVISIONS

15

 

 

 

Section 3.1

Health and Welfare Benefit Plans

15

Section 3.2

401(k) Plans

17

Section 3.3

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SHAREHOLDERS AGREEMENT

dated as of [__], 2026

by and among

ADI Global Distribution Inc.,

CD&R Channel Holdings, L.P.,

CD&R Channel Holdings II, L.P.,

Clayton, Dubilier & Rice Fund XII, L.P.,

(solely for purposes of Section 3.6), and

the other parties referenced herein

Table of Contents

			Page
ARTICLE I REPRESENTATIONS AND WARRANTIES OF THE COMPANY			2
Section 1.1.		Organization and Authority	2
Section 1.2.		Authorization	2
Section 1.3.		Status of Securities	3
Section 1.4.		Brokers and Finders	3
Section 1.5.		Registration Rights	3
Section 1.6.		DGCL 203	4
Section 1.7.		NYSE Listing Requirements	4
Section 1.8.		No Additional Representations	4
ARTICLE II REPRESENTATIONS AND WARRANTIES OF the shareholders			4
Section 2.1.		Organization and Authority	4
Section 2.2.		Authorization	5

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Exhibit 10.15

May 28, 2026

Rob Aarnes

[***]

Dear Rob:

I am pleased to extend this offer to become President and Chief Executive Officer (“CEO”) of ADI Global Distribution Inc. (“ADI” or the “Company”), effective as of, and contingent upon, the anticipated spin-off of ADI Global Distribution Inc. from Resideo Technologies, Inc. (the “Spin-off”).1 The date of the Spin-off and your consequent appointment as CEO is hereinafter referred to as the “Effective Date”. As of the Effective Date, you will also be appointed to the ADI Board of Directors (the “Board”), consistent with the Company’s governing documents.

For the sake of clarity, should the Spin-off not occur as anticipated, this offer automatically becomes null and void.

As of the Effective Date, your employment will be subject to the terms and conditions of this offer letter, and you will be entitled to the following compensation and benefits package.

COMPENSATION

Base Salary

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June 2, 2026

Michael Carlet

[***]

Dear Mike:

I am pleased to extend this offer to become Senior Vice President, Chief Financial Officer (“CFO”) of ADI Global Distribution Inc. (“ADI” or the “Company”), effective as of, and contingent upon, the anticipated spin-off of ADI Global Distribution Inc. from Resideo Technologies, Inc. (the “Spin-off”).1 The date of the Spin-off and your consequent appointment as CFO is hereinafter referred to as the “Effective Date”.

For the sake of clarity, should the Spin-off not occur as anticipated, this offer automatically becomes null and void.

As of the Effective Date, your employment will be subject to the terms and conditions of this offer letter, and you will be entitled to the following compensation and benefits package.

COMPENSATION

Base Salary

…

June 2, 2026

Jeannine Lane

[***]

Dear Jeannine:

I am pleased to extend this offer to become Senior Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer (“GC, CS and CCO”) of ADI Global Distribution Inc. (“ADI” or the “Company”), effective as of, and contingent upon, the anticipated spin-off of ADI Global Distribution Inc. from Resideo Technologies, Inc. (the “Spin-off”).1 The date of the Spin-off and your consequent appointment as GC, CS and CCO is hereinafter referred to as the “Effective Date”.

For the sake of clarity, should the Spin-off not occur as anticipated, this offer automatically becomes null and void.

As of the Effective Date, your employment will be subject to the terms and conditions of this offer letter, and you will be entitled to the following compensation and benefits package.

COMPENSATION

Base Salary

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June 2, 2026

Alicia Copeland

[***]

Dear Allie:

I am pleased to extend this offer to become Senior Vice President, Chief Operations Officer (“COO”) of ADI Global Distribution Inc. (“ADI” or the “Company”), effective as of, and contingent upon, the anticipated spin-off of ADI Global Distribution Inc. from Resideo Technologies, Inc. (the “Spin-off”).1 The date of the Spin-off and your consequent appointment as COO is hereinafter referred to as the “Effective Date”.

For the sake of clarity, should the Spin-off not occur as anticipated, this offer automatically becomes null and void.

As of the Effective Date, your employment will be subject to the terms and conditions of this offer letter, and you will be entitled to the following compensation and benefits package.

COMPENSATION

Base Salary

…

June 2, 2026

Marco Cardazzi

[***]

Dear Marco:

I am pleased to extend this offer to become Senior Vice President, Chief Merchandising Officer (“CMO”) of ADI Global Distribution Inc. (“ADI” or the “Company”), effective as of, and contingent upon, the anticipated spin-off of ADI Global Distribution Inc. from Resideo Technologies, Inc. (the “Spin-off”).1 The date of the Spin-off and your consequent appointment as CMO is hereinafter referred to as the “Effective Date”.

For the sake of clarity, should the Spin-off not occur as anticipated, this offer automatically becomes null and void.

As of the Effective Date, your employment will be subject to the terms and conditions of this offer letter, and you will be entitled to the following compensation and benefits package.

COMPENSATION

Base Salary

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