Browse EX-10 agreements

**EXECUTION VERSION **

***FOURTH AMENDMENT TO ***

***RECEIVABLES FINANCING AGREEMENT ***

This FOURTH AMENDMENT TO THE RECEIVABLES FINANCING AGREEMENT (this “Amendment”), dated as of August 4, 2026 (the “Signing Date”), is entered into by and among the following parties:

(i) SABRE SECURITIZATION, LLC, a Delaware limited liability company (the “Borrower”);

(ii) PNC BANK, NATIONAL ASSOCIATION (“PNC”), as Administrative Agent and Class A Lender Representative;

(iii) CENTERBRIDGE CREDIT CS, L.P. (“Centerbridge”), as Class B Lender Representative;

(iv) each of the undersigned designated as a Class A Lender on the signature pages hereto;

(v) each of the undersigned designated as a Class B Lender on the signature pages hereto;

(vi) SABRE GLBL INC., a Delaware corporation, in its individual capacity (“Sabre”) and as an initial Servicer (in such capacity, together with its successors and assigns in such capacity, the “U.S. Servicer”);

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AMENDMENT NO. 1 TO

EXECUTIVE CHAIRMAN OPTION SETTLEMENT AGREEMENT

THIS AMENDMENT NO. 1 TO EXECUTIVE CHAIRMAN OPTION SETTLEMENT AGREEMENT (this “Amendment”) is entered into as of August 4, 2026, by and between Ryan Specialty Holdings, Inc., a Delaware corporation (the “Company”), and Patrick G. Ryan and/or Shirley W. Ryan, as trustees of the Ryan Stock Option Trust, dated April 28, 2026 (the “Seller”). Each of the Company and the Seller shall be a “Party” and together, the “Parties” for purposes of this Amendment. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Original Agreement (as defined below).

RECITALS

WHEREAS, the Company and the Seller are parties to that certain Executive Chairman Option Settlement Agreement, dated as of May 5, 2026 (the “Original Agreement”);

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Execution Version

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TERM LOAN CREDIT AGREEMENT

Dated as of August 6, 2026

among

UBER TECHNOLOGIES, INC.,
as the Borrower,

MORGAN STANLEY SENIOR FUNDING, INC.,
as Administrative Agent,

and

The Other Lenders Party Hereto

MORGAN STANLEY SENIOR FUNDING, INC.,
BofA SECURITIES, INC.,
DEUTSCHE BANK SECURITIES INC.,
CITIBANK, N.A. and
GOLDMAN SACHS BANK USA
as
Joint Lead Arrangers and Joint Bookrunners

BofA SECURITIES, INC. and
DEUTSCHE BANK SECURITIES INC.
as Syndication Agents

TABLE OF CONTENTS

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Execution Version

AMENDMENT NO. 1 TO BRIDGE CREDIT AGREEMENT

AMENDMENT NO. 1 TO BRIDGE CREDIT AGREEMENT, dated as of August 6, 2026 (this “Amendment”), by and among Uber Technologies, Inc., a Delaware corporation (the “Borrower”), Morgan Stanley Senior Funding, Inc., as administrative agent, (in such capacity, the “Administrative Agent”) and the Lenders (as defined below).

W I T N E S S E T H:

WHEREAS, the Borrower, each lender from time to time party thereto (the “Lenders”) and the Administrative Agent have entered into the Bridge Credit Agreement, dated as of July 16, 2026 (as amended, restated, amended and restated, modified or supplemented from time to time through the date hereof, the “Credit Agreement”; capitalized terms not otherwise defined in this Amendment have the same meanings assigned thereto in the Credit Agreement); and

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Execution Version

Deal CUSIP: 90351JAL8

Revolver CUSIP:90351JAM6

CREDIT AGREEMENT

Dated as of August 6, 2026

among

UBER TECHNOLOGIES, INC.,
as the Borrower,

BANK OF AMERICA, N.A.,
as Administrative Agent and an L/C Issuer,

The Other L/C Issuers Party Hereto,

and

The Other Lenders Party Hereto

BofA SECURITIES, INC.
MORGAN STANLEY SENIOR FUNDING, INC.,
CITIBANK, N.A.,
GOLDMAN SACH BANK USA and
JPMORGAN CHASE BANK, N.A.
as
Joint Lead Arrangers and Joint Bookrunners

MORGAN STANLEY SENIOR FUNDING, INC.,
CITIBANK, N.A.,
GOLDMAN SACH BANK USA and
JPMORGAN CHASE BANK, N.A.
as Syndication Agents

TABLE OF CONTENTS

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EXCHANGE AGREEMENT

THIS EXCHANGE AGREEMENT(this “Agreement”) is dated as of [_______], 2026 (the “Effective Date”), by and between Interactive Strength Inc., a Delaware corporation (the “Company”) and [_______________________], a [_______________] (the “Holder” and together with the Company, the “Parties”).

WHEREAS, the Holder holds [________] shares of the Company’s [Series A Convertible Preferred Stock / Series C Convertible Preferred Stock / Series D1 Convertible Preferred Stock / Series D2 Convertible Preferred Stock / Series D3 Convertible Preferred Stock / Series E Convertible Preferred Stock], par value $0.0001 per share (the “Preferred Shares”), having an aggregate original purchase price of $[________];

WHEREAS, the Company has authorized the issuance of its common stock, par value $0.0001 per share (the “Common Stock”);

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RESIDEO TECHNOLOGIES, INC.

STOCK OPTION ADJUSTMENT NOTICE

** **

Amended and Restated 2018 Stock Incentive Plan

of Resideo Technologies, Inc. and its Affiliates

Dear [____]:

As you know, on August 3, 2026 (the “Spin Date”), the spin-off (the “Spin-Off”) of ADI Global Distribution Inc. (“ADI”) from Resideo Technologies, Inc. (“Resideo”) was completed. On the Spin Date you held outstanding options (“Resideo Stock Options”) to purchase shares of Resideo common stock (“Resideo Stock”) that were previously granted to you under the Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates (the “Resideo Stock Incentive Plan”) and pursuant to stock option agreement(s) and any amendments thereto (collectively, the “Resideo Option Agreement”).

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2018 Stock Plan for
Non-Employee Directors of
Resideo Technologies, Inc.

** **

	1.	Purpose.

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RESIDEO TECHNOLOGIES, INC.

PERFORMANCE STOCK UNIT ADJUSTMENT NOTICE

** **

Amended and Restated 2018 Stock Incentive Plan

of Resideo Technologies, Inc. and its Affiliates

** **

2025 rTSR PSUs

Dear [____]:

As you know, on August 3, 2026 (the “Spin Date”), the spin-off (the “Spin-Off”) of ADI Global Distribution Inc. from Resideo Technologies, Inc. (“Resideo”) was completed. On the Spin Date you held outstanding and not yet settled performance stock units (“PSUs”) payable in shares of Resideo common stock (“Resideo Stock”) that were previously granted to you under the Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates (the “Resideo Stock Incentive Plan”) and pursuant to performance stock unit agreement(s) and any amendments thereto (collectively, the “Resideo PSU Agreement”).

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RESIDEO EMPLOYEE STOCK
PURCHASE PLAN

1. Purpose of the Plan. The purpose of this Resideo Employee Stock Purchase Plan (the “Plan”) is to provide the employees of Resideo Technologies, Inc. (“Resideo”) and its participating subsidiaries with a convenient means of purchasing shares of Resideo common stock from time to time at a discount to market prices through the use of payroll deductions. Resideo 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.

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RESIDEO TECHNOLOGIES, INC.

RESTRICTED STOCK UNIT ADJUSTMENT NOTICE

** **

Amended and Restated 2018 Stock Incentive Plan

of Resideo Technologies, Inc. and its Affiliates

Dear [____]:

As you know, on August 3, 2026 (the “Spin Date”), the spin-off (the “Spin-Off”) of ADI Global Distribution Inc. (“ADI”) from Resideo Technologies, Inc. (“Resideo”) was completed. On the Spin Date you held outstanding and unvested restricted stock units (“RSUs”) payable in shares of Resideo common stock (“Resideo Stock”) that were previously granted to you under the Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates (the “Resideo Stock Incentive Plan”) and pursuant to restricted stock unit agreement(s) and any amendments thereto (collectively, the “Resideo RSU Agreement”).

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RESIDEO TECHNOLOGIES, INC.

PERFORMANCE STOCK UNIT ADJUSTMENT NOTICE

** **

Amended and Restated 2018 Stock Incentive Plan

of Resideo Technologies, Inc. and its Affiliates

** **

2024 PSUs

Dear [____]:

As you know, on August 3, 2026 (the “Spin Date”), the spin-off (the “Spin-Off”) of ADI Global Distribution Inc. from Resideo Technologies, Inc. (“Resideo”) was completed. On the Spin Date you held outstanding and not yet settled performance stock units (“PSUs”) payable in shares of Resideo common stock (“Resideo Stock”) that were previously granted to you under the Amended and Restated 2018 Stock Incentive Plan of Resideo Technologies, Inc. and its Affiliates (the “Resideo Stock Incentive Plan”) and pursuant to performance stock unit agreement(s) and any amendments thereto (collectively, the “Resideo PSU Agreement”).

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