Browse EX-10 agreements

THIS UNSECURED PROMISSORY NOTE (THIS “NOTE”) IS SUBJECT TO A SUBORDINATION AGREEMENT BETWEEN THE HOLDER AND THE SENIOR CREDITORS OF THE LOAN PARTIES, UNDER WHICH THE HOLDER’S RIGHTS AND REMEDIES UNDER THIS NOTE AND RELATED DOCUMENTS ARE SUBORDINATED TO THE RIGHTS AND REMEDIES OF SUCH SENIOR CREDITORS.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

UNSECURED PROMISSORY NOTE

** **

$15,000,000		JULY 1, 2026

…

5 0 0   PLAZA    DRIVE

            SECAUCUS,  NJ  07094

   PHONE   201.453.6400

July 7, 2026

Muhammad Asif Seemab

350 Herb Hill Rd

Apt 341

Glen Cove, NY 11542

Dear Mr. Seemab,

This offer letter sets forth the terms of your employment with The Children’s Place, Inc. (the “Company”) in the position of President and Interim Chief Executive Officer, reporting to the Company’s Board of Directors (the “Board”), which shall commence on July 6, 2026.  Such position shall replace your current position of Executive Vice Chairman of the Company; but this appointment does not change your role as Vice Chairman of the Board. It is the Company’s current intention that you will serve in this position until the Board identifies and appoints a permanent Chief Executive Officer.

Details of the terms of your employment are as follows:

·

ANNUAL BASE SALARY:  $497,500.00

·

ANNUAL BONUS:  You shall not be participating in the Company’s annual management incentive plan.

·

…

FORM OF LOCK-UP AGREEMENT

 

June 23, 2026

 

Craig-Hallum Capital Group LLC

222 South Ninth Street, Suite 350

Minneapolis, Minnesota 55402

 

Re:

Creative Realities, Inc. — Public Offering

 

Ladies and Gentlemen:

 

The undersigned understands that you, as underwriter (the “Underwriter”), propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Creative Realities, Inc., a Minnesota corporation (the “Company”), related to the public offering (the “Offering”) by the Company, of common stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Securities”).

…

Form of Lock-up Agreement

 

June 10, 2026

 

BofA Securities, Inc.

Jefferies LLC

Evercore Group L.L.C.

 

As Representatives of the Several Underwriters

 

c/o BofA Securities, Inc.

One Bryant Park

New York, New York 10036

 

and

 

c/o Jefferies LLC

520 Madison Avenue

New York, New York 10022

 

and

 

c/o Evercore Group L.L.C.

55 East 52nd Street, 35th Floor

New York, New York 10055

 

RE: Alvotech (the “Company”)

 

Ladies & Gentlemen:

 

The undersigned is an owner of ordinary shares, nominal value $0.01 per share, of the Company (“Shares”) or of securities convertible into or exchangeable or exercisable for Shares. The Company proposes to conduct a public offering of Shares (the “Offering”) for which BofA Securities, Inc., Jefferies LLC and Evercore Group L.L.C. will act as the representatives of the underwriters (in such capacity, the “Representatives”) pursuant to the terms of an underwriting agreement (the “Underwriting Agreement”) and other underwriting arrangements with the Company with respect to the Offering.

…

[***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

 

SUPPLEMENTAL CONFIRMATION

 

Date:

June 22, 2026

 

 

To:

AA Gables 2, LLC

Midland International Air & Space Port

2901 Enterprise Lane Midland, Texas 79706

Attn: Abel Avellan

Email: aavellan@ast-science.com

 

 

From:

Citibank, N.A.

388 Greenwich Street

New York, NY 10013

Attn: Equity Derivatives

 

Reference Number:

 

[         ]

 

The purpose of this Supplemental Confirmation is to confirm the terms and conditions of the Transaction entered into between Citibank, N.A. (“Citibank”) and AA Gables 2, LLC (“Counterparty”) on the Trade Date specified below. This Supplemental Confirmation is a binding contract between Citibank and Counterparty as of the relevant Trade Date for the Transaction referenced below.

…

SECURITIES TRANSFER AGREEMENT

 

This Securities Transfer Agreement is dated as of July 26, 2024 (this “Transfer”), by and among Horizon Space Acquisition II Sponsor Corp., a Cayman Islands limited liability company (the “Seller”), Horizon Space Acquisition II Corp., a Cayman Islands exempted company (the “Company”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).

 

WHEREAS, on the terms and subject to the conditions set forth in this Transfer, the Seller wishes to transfer to the Buyers ordinary shares, $0.0001 par value (“Ordinary Shares”) of the Company, a newly-organized blank check company, or special purpose acquisition company, formed for the purpose of effecting a merger, stock exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”), and the Buyers wish to purchase and receive such Initial Shares (as defined below) from the Seller.

…

HORIZON SPACE ACQUISITION II CORP.

PO Box 309, Ugland House

Grand Cayman, KY1-1004, Cayman Islands

 

July 25, 2024

 

Horizon Space Acquisition II Sponsor Corp.

PO Box 309, Ugland House

Grand Cayman, KY1-1004, Cayman Islands

 

 

RE:

Securities Purchase Agreement

 

Ladies and Gentlemen:

 

We are pleased to accept the offer you (the “Subscriber”) have made to purchase 1,725,000 ordinary shares (the “Shares”), par value $0.0001 per share (the “Ordinary Shares”) in ourselves, Horizon Space Acquisition II Corp., a Cayman Islands exempted company (the “Company”), among which, up to 225,000 Ordinary Shares are subject to forfeiture by you if the underwriter of the initial public offering (the "IPO") of the Company does not fully exercise their over-allotment options (the "Over-allotment Option"). The terms on which the Company is willing to sell the Shares to the Subscriber pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the Company and the Subscriber’s agreement regarding such Shares, are a

…

Annex A

Execution Version

BUSINESS COMBINATION AGREEMENT

by and among

HORIZON SPACE ACQUISITION II CORP.,

SL SCIENCE HOLDING LIMITED,

CW MEGA LIMITED,

WW CENTURY LIMITED,

and

SL BIO LTD.

dated May 9, 2025

 

 

 

 

 

Annex A

Page Nos.

ARTICLE I CERTAIN DEFINITIONS

 

A-3

 

 

 

Section 1.1. Definitions

 

A-3

Section 1.2. Construction

 

A-12

Section 1.3. Knowledge

 

A-12

 

 

 

ARTICLE II THE MERGERS; MERGER CLOSING

 

A-12

 

 

 

Section 2.1. Pre-Closing Actions

 

A-12

Section 2.2. The First Merger

 

A-13

Section 2.3. The Second Merger

 

A-14

Section 2.4. Tax Free Reorganization Matters

 

A-15

 

 

 

ARTICLE III EFFECTS OF THE MERGERS ON COMPANY AND ACQUIROR EQUITY SECURITIES

 

A-15

 

 

 

Section 3.1. Conversion of Acquiror and Company Securities

 

A-15

Section 3.2. Payment of Second Closing Consideration

 

A-17

Section 3.3. Withholding

 

A-17

Section 3.4. Dissenting Shares

 

A-17

 

 

 

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY

 

A-18

 

 

 

Section 4.1. Company Organization

 

A-18

…

SECURITIES TRANSFER AGREEMENT

 

This Securities Transfer Agreement is dated as of July 26, 2024 (this “Transfer”), by and among Horizon Space Acquisition II Sponsor Corp., a Cayman Islands limited liability company (the “Seller”), Horizon Space Acquisition II Corp., a Cayman Islands exempted company (the “Company”), and Lydia Min Zhai, with an address at #05-91 BLK345 KANG CHING ROAD, SINGAPORE 610345 (the  “Buyer”).

 

WHEREAS, on the terms and subject to the conditions set forth in this Transfer, the Seller wishes to transfer to the Buyer certain amount of ordinary shares, $0.0001 par value (“Ordinary Shares”) of the Company, a newly-organized blank check company, or special purpose acquisition company, formed for the purpose of effecting a merger, stock exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”), and the Buyer wish to purchase and receive such Initial Shares (as defined below) from the Seller.

…

PRIVATE UNIT SUBSCRIPTION AGREEMENT

BETWEEN THE REGISTRANT AND THE SPONSOR

 

Horizon Space Acquisition II Corp.

1412 Broadway

21st Floor, Suite 21V

New York, NY 10018

November 14, 2024

 

Ladies and Gentlemen:

 

Horizon Space Acquisition II Corp. (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”), pursuant to a registration statement on Form S-1 (File No. 333- 282758) (“Registration Statement”).

…

AMENDMENT TO JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of an amendment No.1 to the Statement on Schedule 13D originally filed with the Securities and Exchange Commission on April 10, 2024 (the “Amendment No.1”) (including any and all amendments thereto) with respect to the ordinary shares, no par value, of NewGenIvf Group Limited, a British Virgin Islands company, and further agree that this amendment to the Joint Filing Agreement originally dated April 10, 2024 shall be included as an Exhibit to such joint filings.

…

---

EXHIBIT 10

Schedule A

This Schedule sets forth information with respect to each purchase and sale of Common Shares which were effectuated by Saba Capital from the filing of the Schedule 13D/A on 4/14/26 to 5/27/26, the date of the event which required filing of this Schedule 13D/A. All trades were effected in the open market.

Trade Date	Buy/Sell	Shares	Price
4/17/2026	Buy	19,669	12.25
5/5/2026	Buy	4,812	11.73
5/7/2026	Buy	16,709	12.00
5/12/2026	Buy	7,237	11.76
5/13/2026	Buy	7,758	11.75
5/14/2026	Buy	14,082	11.94
5/18/2026	Buy	22,308	11.85
5/19/2026	Buy	1,599	11.69
5/20/2026	Buy	500	11.77
5/21/2026	Buy	3,900	11.83
5/26/2026	Buy	2,900	11.82
5/27/2026	Buy	241,593	11.93

---