Browse EX-10 agreements

Executive Employment Agreement

 

This Executive Employment Agreement (this “Agreement”) is made and entered into as of May 1, 2026 (the “Effective Date”), by and between Gravitics, Inc., a Delaware corporation (the “Company”), and Andrew Jones (the “Executive”).

 

Recitals

 

The Company desires to employ Executive as an executive officer of the Company, and Executive desires to be employed by the Company, upon the terms and conditions set forth in this Agreement.

 

The parties desire to establish the terms and conditions of Executive’s employment, including compensation, benefits, and post-employment obligations.

 

The Company and Executive acknowledge the sensitive and proprietary nature of the Company’s business, intellectual property, and competitive position, and desire to establish protections commensurate with Executive’s access to such assets.

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Executive Employment Agreement

 

This Executive Employment Agreement (this “Agreement”) is made and entered into as of May 1, 2026 (the “Effective Date”), by and between Gravitics, Inc., a Delaware corporation (the “Company”), and Colin Doughan (the “Executive”).

 

Recitals

 

The Company desires to employ Executive as an executive officer of the Company, and Executive desires to be employed by the Company, upon the terms and conditions set forth in this Agreement.

 

The parties desire to establish the terms and conditions of Executive’s employment, including compensation, benefits, and post-employment obligations.

 

The Company and Executive acknowledge the sensitive and proprietary nature of the Company’s business, intellectual property, and competitive position, and desire to establish protections commensurate with Executive’s access to such assets.

…

Executive Employment Agreement

 

This Executive Employment Agreement (this “Agreement”) is made and entered into as of May 1, 2026 (the “Effective Date”), by and between Gravitics, Inc., a Delaware corporation (the “Company”), and Michael Bowker (the “Executive”).

 

Recitals

 

The Company desires to employ Executive as an executive officer of the Company, and Executive desires to be employed by the Company, upon the terms and conditions set forth in this Agreement.

 

The parties desire to establish the terms and conditions of Executive’s employment, including compensation, benefits, and post-employment obligations.

 

The Company and Executive acknowledge the sensitive and proprietary nature of the Company’s business, intellectual property, and competitive position, and desire to establish protections commensurate with Executive’s access to such assets.

…

Executive Employment Agreement

 

This Executive Employment Agreement (this “Agreement”) is made and entered into as of May 1, 2026 (the “Effective Date”), by and between Gravitics, Inc., a Delaware corporation (the “Company”), and Jim Royston (the “Executive”).

 

Recitals

 

The Company desires to employ Executive as an executive officer of the Company, and Executive desires to be employed by the Company, upon the terms and conditions set forth in this Agreement.

 

The parties desire to establish the terms and conditions of Executive’s employment, including compensation, benefits, and post-employment obligations.

 

The Company and Executive acknowledge the sensitive and proprietary nature of the Company’s business, intellectual property, and competitive position, and desire to establish protections commensurate with Executive’s access to such assets.

…

FORM OF TAX MATTERS AGREEMENT

BY AND AMONG

MODINE MANUFACTURING COMPANY,

PLATINUM SPINCO INC.,

AND

GENTHERM INCORPORATED

DATED AS OF [•], 2026

 

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TABLE OF CONTENTS

 

 

  

Page

 

SECTION 1. DEFINITION OF TERMS

  

 

2

 

SECTION 2. ALLOCATION OF TAX LIABILITIES

  

 

12

 

Section 2.1 General Rule

  

 

12

 

Section 2.2 Employment Taxes

  

 

13

 

Section 2.3 Delayed SpinCo Assets; Delayed SpinCo Liabilities; Delayed Company Assets; Delayed Company Liabilities

  

 

13

 

Section 2.4 Straddle Period Tax Allocation

  

 

13

 

Section 2.5 Section 336(e) Tax Basis

  

 

13

 

Section 2.6 SpinCo Indebtedness

  

 

13

 

SECTION 3. PREPARATION AND FILING OF TAX RETURNS

  

 

14

 

Section 3.1 General

  

 

14

 

Section 3.2 Responsibility for Preparation and Filing

  

 

14

 

Section 3.3 Tax Reporting Practices

  

 

14

 

Section 3.4 Consolidated or Combined Tax Returns

  

 

15

 

Section 3.5 Right to Review and Consent to Tax Returns

  

 

15

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Final Form

FORM OF TRANSITION SERVICES AGREEMENT

BY AND BETWEEN

MODINE MANUFACTURING COMPANY

AND

PLATINUM SPINCO INC.

DATED AS OF [●], 2026

 

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TABLE OF CONTENTS

 

Page

  

 

 

ARTICLE I DEFINITIONS

  

 

1

 

Section 1.01 Definitions

  

 

1

 

ARTICLE II SERVICES

  

 

4

 

Section 2.01 Services

  

 

4

 

Section 2.02 Performance of Services

  

 

5

 

Section 2.03 Charges for Services

  

 

6

 

Section 2.04 Reimbursement for Out-of-Pocket Costs and Expenses

  

 

6

 

Section 2.05 Changes in the Performance of Services

  

 

6

 

Section 2.06 Transitional Nature of Services

  

 

6

 

Section 2.07 Subcontracting

  

 

6

 

Section 2.08 Local Agreements

  

 

7

 

Section 2.09 Service Limitations

  

 

7

 

Section 2.10 System Shut Down

  

 

8

 

Section 2.11 Use of Services

  

 

8

 

Section 2.12 Service Managers

  

 

8

 

ARTICLE III OTHER ARRANGEMENTS

  

 

8

 

Section 3.01 Access

  

 

8

 

Section 3.02 Transition Period Employees

  

 

9

 

ARTICLE IV BILLING; TAXES

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FORM OF EMPLOYEE MATTERS AGREEMENT

BY AND AMONG

MODINE MANUFACTURING COMPANY,

PLATINUM SPINCO INC.,

and

GENTHERM INCORPORATED

DATED AS OF [ ], 2026

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TABLE OF CONTENTS

 

ARTICLE I DEFINITIONS

 

2

SECTION 1.01. DEFINITIONS

 

2

ARTICLE II GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES

 

5

SECTION 2.01. GENERAL PRINCIPLES

 

5

SECTION 2.02. COMPARABLE COMPENSATION AND BENEFITS

 

7

SECTION 2.03. SERVICE CREDIT; HEALTH AND WELFARE PLAN TRANSITIONAL CREDITS

 

8

SECTION 2.04. BENEFIT PLANS

 

9

ARTICLE III ASSIGNMENT OF EMPLOYEES

 

11

SECTION 3.01. TRANSFER OF EMPLOYEES

 

11

SECTION 3.02. INDIVIDUAL AGREEMENTS

 

13

SECTION 3.03. SPINCO DELAYED TRANSFER EMPLOYEES

 

14

SECTION 3.04. CONSULTATION WITH LABOR REPRESENTATIVES; LABOR AGREEMENTS

 

14

ARTICLE IV EQUITY AND OTHER INCENTIVE COMPENSATION

 

15

SECTION 4.01. EQUITY INCENTIVE AWARDS

 

15

SECTION 4.02. NON-EQUITY INCENTIVE PLANS

 

17

ARTICLE V RETIREMENT PLANS

 

18

SECTION 5.01. COMPANY DEFINED BENEFIT PLAN

 

18

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Execution Version

CUSIP Numbers:

Deal: 72767RAA0

Term Loan: 72767RAB8

CREDIT AGREEMENT

dated as of June 29, 2026

among

PLATINUM SPINCO INC.,

as the Borrower,

the Guarantors from time to time party hereto,

the Lenders from time to time party hereto,

BANK OF AMERICA, N.A.,

as the Administrative Agent,

JPMORGAN CHASE BANK, N.A.,

HSBC BANK USA, N.A.,

PNC BANK, NATIONAL ASSOCIATION

and

WELLS FARGO BANK, N.A.,

as Co-Syndication Agents,

FIFTH THIRD BANK, N.A.,

as Documentation Agent,

BOFA SECURITIES, INC.,

JPMORGAN CHASE BANK, N.A.,

HSBC SECURITIES (USA) INC.,

PNC CAPITAL MARKETS LLC

and

WELLS FARGO SECURITIES, LLC,

as Joint Lead Arrangers,

BOFA SECURITIES, INC.,

as Sole Bookrunner

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TABLE OF CONTENTS

 

 

  

 

  

Page

 

ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS

  

 

1

 

1.01

  

Defined Terms

  

 

1

 

1.02

  

Other Interpretive Provisions

  

 

37

 

1.03

  

Accounting Terms

  

 

38

 

1.04

  

Rounding

  

 

39

 

1.05

  

Conforming Changes

  

 

39

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ANGEL STUDIOS, INC.

 

STOCK RESTRICTION AGREEMENT

 

This Stock Restriction Agreement (this “Agreement”) is made and entered into as of [●], 2026, by and among Angel Studios, Inc., a Delaware corporation (the “Company”) and Shining Isle Productions, LLC, a Tennessee limited liability company, a stockholder of the Company (“Shining Isle”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (defined below).

 

R E C I T A L S

 

A.            Reference is made to that certain Amended and Restated Agreement and Plan of Merger dated as of June 29, 2026 by and among the Company, Angel TCP Merger Sub, LLC, a Delaware limited liability company and a wholly owned Subsidiary of the Company (the “Merger Sub”), Toothy Cow Productions, LLC, a Tennessee limited liability company (“TCP”), and Shining Isle (the “Merger Agreement”).

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ANGEL STUDIOS, INC.

 

STOCK RESTRICTION AGREEMENT

 

This Stock Restriction Agreement (this “Agreement”) is made and entered into as of [●], 2026, by and among Angel Studios, Inc., a Delaware corporation (the “Company”) and the undersigned Key Operator (“Key Operator”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (defined below).

 

R E C I T A L S

 

A.            Reference is made to that certain Amended and Restated Agreement and Plan of Merger dated as of June 29, 2026 (the “Merger Agreement”) by and among the Company, Angel TCP Merger Sub, LLC, a Delaware limited liability company and a wholly owned Subsidiary of the Company (the “Merger Sub”), Toothy Cow Productions, LLC, a Tennessee limited liability company (“TCP”), and Shining Isle Productions, LLC, a Tennessee limited liability company (“Shining Isle”).

…

THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.

 

GOODVISION AI INC. CONVERTIBLE PROMISSORY NOTE

US$ __________

 

__________ (“Issuance Date”)

…

INDEMNIFICATION AGREEMENT

 

This Indemnification Agreement (this “Agreement”) is entered into as of by and between Goodvision AI Holding Limited, a Cayman Islands exempted company (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable. For the avoidance of doubt, references to the “Company” shall include any successor public company resulting from the Business Combination.

 

RECITALS

 

The board of directors of the Company (the “Board of Directors”) has determined that the inability to attract and retain highly competent persons to serve the Company is detrimental to the best interests of the Company and its shareholders and that it is reasonable and necessary for the Company to provide adequate protection to such persons against risks of claims and actions against them arising out of their services to the corporation. The Company will become a publicly traded company upon consummation of the Business Combination and is subject to the reporting and compliance requirements of the U.S. federal securities laws.

…