Browse EX-10 agreements

EXECUTION COPY

PURCHASE AND CONTRIBUTION AGREEMENT

between

**STONE POINT CREDIT INCOME FUND,**as the Seller

and

**SPCIF FUNDING II LLC,**as the Purchaser

Dated as of June 1, 2026

Table of Contents

		Page
ARTICLE I DEFINITIONS		1
Section 1.1	Definitions	3
Section 1.2	Other Terms	3
ARTICLE II TRANSFER OF THE CONVEYED ASSETS		3
Section 2.1	Transfer of the Conveyed Assets.	5
Section 2.2	Conveyance of Loan Assets	5
Section 2.3	Direct Assignments	5
Section 2.4	Delivery of Documents	5
Section 2.5	Participation Interests.	5
ARTICLE III REPRESENTATIONS AND WARRANTIES		6
Section 3.1	Representations and Warranties of the Seller	6
Section 3.2	Representations and Warranties of the Purchaser	9
ARTICLE IV PERFECTION OF TRANSFER AND PROTECTION OF SECURITY INTERESTS		10

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EXECUTION COPY

REVOLVING CREDIT AND SECURITY AGREEMENT

among

SPCIF Funding II LLC, as Borrower,

THE LENDERS FROM TIME TO TIME PARTIES HERETO,

TRUIST BANK, as Administrative Agent and Swingline Lender,

TRUIST SECURITIES, INC., as Lead Arranger,

STONE POINT CREDIT INCOME ADVISER LLC, as Collateral Manager,

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION,

as Collateral Agent and Collateral Administrator

Dated as of June 1, 2026

Table of Contents

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EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into, effective as of the 1st day of June, 2026 (the “Effective Date”), by and between Jeffrey Brown (hereinafter referred to as the “Executive”), and US Alliance Corporation, a Kansas corporation (hereinafter referred to as the “Employer”).

WHEREAS, the Employer is a financial services holding company with its headquarters in Topeka, Kansas;

WHEREAS, US Alliance Life and Security Company (”USALSC”), a North Dakota corporation and the wholly owned subsidiary of the Employer, is a life insurance company engaged in providing quality products and services, with its headquarters in Topeka, Kansas;

WHEREAS, US Alliance Life and Security Company – Montana (“USALSC-Montana”), a Montana corporation is a life insurance company engaged in providing quality products and services and is a wholly owned subsidiary of USALSC;

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ASSET PURCHASE AGREEMENT

by and between

VAXIMM AG

(as Seller) and

OSR HOLDINGS, INC.

(as Buyer)

Dated: May 27, 2026

This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of May 27, 2026 (the “Effective Date”), is entered into by and between:

(1)	VAXIMM AG, a company incorporated under the laws of Switzerland, having its registered office at Hochbergerstrasse 60c, 4057 Basel, Switzerland (“Seller”); and

(2)	OSR HOLDINGS, INC., a company incorporated under the laws of the State of Delaware, United States of America, having its principal office at 10900 NE 4th Street, Suite 2300, Bellevue, WA 98004, U.S.A. (“Buyer”).

The Seller and the Buyer are hereinafter referred to collectively as the “Parties” and individually as a “Party”.

RECITALS

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CONVERSION AGREEMENT

by and among

QUANTUM CORPORATION

and

DIALECTIC TECHNOLOGY SPV LLC

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee and Notes Collateral Agent (solely with respect to Sections 7.1 and 7.3 and Articles III and X)

Dated as of June 1, 2026

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CONVERSION AGREEMENT

THIS CONVERSION AGREEMENT (this “Agreement”) is made and entered into as of June 1, 2026 (the “Agreement Date”), by and among Quantum Corporation, a Delaware corporation (the “Company”), Dialectic Technology SPV LLC, a Delaware limited liability company (“Dialectic”), and, solely with respect to Sections 7.1 and 7.3 and Articles III and X hereof, U.S. Bank Trust Company, National Association (“US Bank”), a national banking association, as trustee (in such capacity, the “Trustee”) and notes collateral agent (in such capacity, the “Notes Collateral Agent”) under the Indenture (as defined below). The Company and Dialectic are each referred to herein individually as a “Party” and collectively as the

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SIXTEENTH AMENDMENT TO

TERM LOAN CREDIT AND SECURITY AGREEMENT

THIS SIXTEENTH AMENDMENT TO TERM LOAN CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of June 1, 2026 (the “Sixteenth Amendment Signing Date”), is entered into by and among QUANTUM CORPORATION, a Delaware corporation (“Quantum”, and together with each other Person joined to the Credit Agreement (as defined below) as a borrower from time to time, collectively, the “Borrowers”, and each, a “Borrower”), QUANTUM LTO HOLDINGS, LLC, a Delaware limited liability company (“Quantum LTO”, and together with each other Person joined to the Credit Agreement as a guarantor from time to time, collectively, the “Guarantors”, and each, a “Guarantor”, and together with the Borrowers, collectively, the “Loan Parties”, and each, a “Loan Party”), the financial institutions which are now or which hereafter become a party to the Credit Agreement as lenders (collectively, the “Lenders”, and each, a

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of June 1, 2026, by and between Quantum Corporation, a Delaware corporation (the “Company”), and each of the investors identified on the signature pages hereto (including its respective successors and assigns, the “Purchasers” and each, a “Purchaser”).

WHEREAS, the Company and each Purchaser is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the “Securities Act”) and/or Rule 506(b) of Regulation D promulgated thereunder; and

WHEREAS, the Company desires to issue and sell to the Purchasers, and the Purchasers, severally and not jointly, desire to purchase from the Company, securities of the Company as more fully described in this Agreement.

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Bidding Form

[_________]1

To:		Peabody Energy Corporation 701 Market Street St. Louis, Missouri 63101-1826
From:		[__________]
Re:		[Base]2[Additional]3 Capped Call Transaction
Ref. No:		[__________]4
Date:		[__], 2026

Dear Ladies and Gentlemen:

The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the “Transaction”) between [___________] (“Dealer”)[, represented by [_________] (“Agent”) as its agent,] and Peabody Energy Corporation (“Counterparty”). This communication constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.

…

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal Amount: $130,000.00	Issue Date: May 22, 2026
Actual Amount of Purchase Price: $117,000.00

PROMISSORY NOTE

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THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” FOR U.S. FEDERAL INCOME TAX PURPOSES. THE ISSUER WILL MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE: (1) THE ISSUE PRICE AND ISSUE DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE, (3) THE YIELD TO MATURITY OF THE NOTE, AND (4) ANY OTHER INFORMATION REQUIRED TO BE MADE AVAILABLE BY U.S. TREASURY REGULATIONS UPON RECEIVING A WRITTEN REQUEST FOR SUCH INFORMATION AT THE FOLLOWING ADDRESS: 12818 SW 8TH ST., UNIT #2008, MIAMI, FL, 33184.

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FEE-IN-LIEU OF AD VALOREM TAXES AND INCENTIVES AGREEMENT

BY AND AMONG

CHEROKEE COUNTY, SOUTH CAROLINA

AND

USA RARE EARTH, INC.

JUNE 1, 2026

TABLE OF CONTENTS

		Page
Article I
DEFINITIONS
Section 1.1	Terms.	3
Article II
REPRESENTATIONS AND WARRANTIES
Section 2.1	Representations of the County.	5
Section 2.2	Representations of the Company.	5
Section 2.3	Representations of the Sponsor Affiliates.	6
Article III
FILOT PAYMENTS
Section 3.1	Negotiated Payments.	6
Section 3.2	FILOT Payments on Replacement Property.	8
Section 3.3	Reductions in Payments of Taxes Upon Removal, Condemnation or Casualty.	8
Section 3.4	Place and Allocation of FILOT Payments.	8
Section 3.5	Removal of Property.	8

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Confidential portions of this exhibit have been omitted because they are both (i) not material and (ii) are the type of information that the registrant treats ad private or confidential. The redacted terms have been marked at the appropriate place with “[XXX].”

LEASE AGREEMENT

BETWEEN

TC LIBERTY DEVELOPMENT, LLC,

AS LANDLORD, AND

USA RARE EARTH, INC.,

AS TENANT

Bear Den ROAD Blacksburg, South Carolina

		Bear Den Road
		Blacksburg, SC

BASIC LEASE INFORMATION

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