Browse EX-10 agreements

INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 9, 2026 by and between RMG ML Sports Holdings, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

 

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-293853) (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one right to receive one-eighth (1/8) of one Ordinary Share upon the consummation of the Company’s initial business combination (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;

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REGISTRATION RIGHTS AGREEMENT

 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 9, 2026, is made and entered into by and among RMG ML Sports Holdings, a Cayman Islands exempted company (the “Company”), and RMG ML Sports Holdings Sponsor LLC, a Delaware limited liability company (the “Sponsor”) (the Sponsor with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

 

RECITALS

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “IPO”), each unit consisting of one Class A ordinary share, par value $0.0001 per share (the “Ordinary Shares”), of the Company, and one right to receive one-eighth (1/8) of one Ordinary Share upon the consummation of the Company’s initial business combination (a “Public Share Right”);

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

 

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of June 9, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between RMG ML Sports Holdings, a Cayman Islands exempted company (the “Company”), and RMG ML Sports Holdings Sponsor LLC, a Delaware limited liability company (the “Purchaser”).

 

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A ordinary share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and one right to receive one-eighth (1/8) of one Ordinary Share upon the consummation of the Company’s initial business combination. The Purchaser has agreed to purchase an aggregate of 210,000 private placement units (whether or not the over-allotment option in connection with the Public Offering is exercised in full) (the “Private Placement Units”), each Private Placement Unit comprised of one Ordinary Share (each, a “Private Placement Share”

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June 9, 2026

 

RMG ML Sports Holdings

930 Tahoe Blvd STE 802 PMB 45

Incline Village, NV 89451

 

Re:

Initial Public Offering

 

Ladies and Gentlemen:

 

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between RMG ML Sports Holdings, a Cayman Islands exempted company (the “Company”), and Santander US Capital Markets LLC, as the underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one right to receive one eighth (1/8) of one Class A Ordinary Share upon the consummation of an initial business combination (each, a “Share Right”). The Units shall be sold in the Public Offering pursuant to the registration statemen

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PREPAID ADVANCE AGREEMENT

 

THIS PREPAID ADVANCE AGREEMENT (this “Agreement”) dated as of June 11, 2026 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and HYPERSCALE DATA, INC., a Delaware corporation (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

 

WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Investor shall advance to the Company an aggregate amount of up to $15,958,000, which shall be advanced on or about the date of this Agreement (the “Closing”), and which may be converted, at the option of the Investor, into shares of the Company’s Class A common stock, par value $0.001 per share (the “Common Shares”); and

 

WHEREAS, the Common Shares are listed for trading on the NYSE American under the symbol “GPUS”; and

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Document

Acadian Asset Management Inc.

2026 Equity Incentive Plan

Effective June 11, 2026

Table of Contents

Page

1. Purpose

1

2. Definitions

1

3. Term of the Plan

3

4. Stock Subject to the Plan

4

5. Administration

5

6. Authorization of Grants

5

7. Specific Terms of Awards

6

8. Adjustment Provisions

10

9. Change of Control

12

10. Settlement of Awards

12

11. Reservation of Stock

14

12. Claw-back Policy

14

13. Limitation of Rights in Stock; No Special Employment Rights

15

14. Unfunded Status of Plan

15

15. Nonexclusivity of the Plan

15

16. No Guarantee of Tax Consequences

15

17. Termination and Amendment of the Plan

15

18. Notices and Other Communications

16

19. Governing Law

17

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ACADIAN ASSET MANAGEMENT INC.

2026 Equity Incentive Plan

1.Purpose

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[DEALER]

[_____], 2026

 

To:

Ciena Corporation 7035 Ridge Road

Hanover, MD 21076

Attention: The Treasury Department

Telephone No.: 410-694-5700

Email: List.Treasury@ciena.com

 

Re:

[Base][Additional] Call Option Transaction

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [_____] (“Dealer”) andCiena Corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation, together with the Agreement, evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

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[DEALER]

 

  

  

[_____], 2026

 

To:

Ciena Corporation

7035 Ridge Road

Hanover, MD 21076

 

Attention:

   The Treasury Department

 

Telephone

No.:  410-694-5700

 

Email:     

List.Treasury@ciena.com

 

Re:

[Base][Additional] Warrants

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Ciena Corporation (“Company”) to [_____] (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Company and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

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Execution Version

REFINANCING AMENDMENT

TO CREDIT AGREEMENT

REFINANCING AMENDMENT TO CREDIT AGREEMENT, dated as of June 11, 2026 (this “Amendment”), by and among Ciena Corporation, a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, the 2026 Refinancing Revolving Lenders (as defined below), the L/C Issuers, the Swing Line Lender and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

RECITALS:

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Document

Exhibit 10.1

YEXT, INC.

2016 EQUITY INCENTIVE PLAN

(as amended, restated and extended effective as of the 2026 Annual Meeting of Stockholders)

1.    Purposes of the Plan. The purposes of this Plan are:

•to attract and retain the best available personnel for positions of substantial responsibility,

•to provide additional incentive to Employees, Directors and Consultants, and

•to promote the success of the Company’s business.

The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units and Performance Shares.

2.    Definitions. As used herein, the following definitions will apply:

(a)    “Administrator” means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of the Plan.

(b)    “Affiliate” means any entity, other than a Subsidiary, in which the Company has an equity or other ownership interest.

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Document

FIRST AMENDMENT TO CREDIT AGREEMENT

This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of June 9, 2026 (this “Amendment”), among W. R. BERKLEY CORPORATION, a Delaware corporation (the “Borrower”), each lender party to the Credit Agreement referred to below (collectively, the “Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”) and the Swing Line Lender. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement referred to below.

WHEREAS, the Borrower, the Lenders, and the Administrative Agent are party to that certain Credit Agreement, entered into as of April 1, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”).

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ALPHABET INC. AMENDED AND RESTATED 2021 STOCK PLAN

 

Purpose of the Plan

This Plan is intended to promote the interests of the Company and its stockholders by providing the employees and consultants of the Company and members of the Board of Directors with incentives and rewards to encourage them to continue in the service of the Company and with a proprietary interest in pursuing the long-term growth, profitability and financial success of the Company.

 

Definitions

As used in the Plan or in any instrument governing the terms of any Incentive Award, the following definitions apply to the terms indicated below:

 

 

(a)

“Alphabet” means Alphabet Inc., a Delaware corporation.

 

 

(b)

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