Browse EX-10 agreements

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 12, 2026, by and between Breeze Acquisition Corp. II, 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. 333-291575 (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 ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one right (each, a “Right”) entitling the holder thereof to receive one-fifth (1/5) of one Ordinary Share upon the consummation of the Company’s Business Combination (as defined below) (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; and

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May 12, 2026

Breeze Acquisition Corp. II

955 W. John Carpenter Fwy.

Suite 100-929

Irving, TX 75039

Re: Initial Public Offering

Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) by and between Breeze Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and IB Capital LLC, as an underwriter and representative of the several underwriters named thereto (the “Representative,” and together with the other underwriters named in the Underwriting Agreement, the “Underwriters”) relating to an underwritten initial public offering (the “Public Offering”), of up to 14,375,000 of the Company’s units (including up to 1,875,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one

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SAFEHOLD INC.

2009 LONG-TERM INCENTIVE PLAN

Safehold Inc. (formerly known as iStar Inc.), a Maryland corporation, wishes to attract officers, key employees, Directors, consultants and advisers to the Company and its Subsidiaries and induce officers, key employees, Directors, consultants and advisers to remain with the Company and its Subsidiaries, and encourage them to increase their efforts to make the Company’s business more successful whether directly or through its Subsidiaries and its Affiliates. In furtherance thereof, the Safehold Inc. 2009 Long-Term Incentive Plan is designed to provide equity-based and cash-based incentives to officers, key employees, Directors, consultants and advisers of the Company and its Subsidiaries and certain of its affiliates. Awards under the Plan may be made to selected officers, key employees, Directors, consultants and advisers of the Company and its Subsidiaries in the form of Options, Restricted Stock, Phantom Shares, Dividend Equivalent Rights,

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EXECUTION VERSION

Deal CUSIP No.: 05555BAA1

Revolver CUSIP No.: 05555BAB9

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of May 15, 2026

among

BGC GROUP, INC.,

as the Borrower,

CERTAIN SUBSIDIARIES OF THE BORROWER

as Guarantors,

BANK OF AMERICA, N.A.,

as Administrative Agent and L/C Issuer,

CAPITAL ONE, NATIONAL ASSOCIATION,

CITIZENS BANK, N.A.,

FIFTH THIRD BANK, NATIONAL ASSOCIATION,

INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH,

M&T BANK,

PINNACLE BANK, a Tennessee Bank (d/b/a Synovus Bank),

PNC BANK, NATIONAL ASSOCIATION,

REGIONS BANK,

THE HUNTINGTON NATIONAL BANK,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Co-Syndication Agents,

THE BANK OF EAST ASIA, LIMITED, NEW YORK BRANCH,

KEYBANK NATIONAL ASSOCIATION,

and

U.S. BANK NATIONAL ASSOCIATION,

as Co-Documentation Agents,

and

THE OTHER LENDERS PARTY HERETO

Arranged By:

BOFA SECURITIES, INC.,

CAPITAL ONE, NATIONAL ASSOCIATION,

CITIZENS BANK, N.A.,

FIFTH THIRD BANK, NATIONAL ASSOCIATION,

INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH,

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RK RIVANI LLC, a Florida limited liability company

as LANDLORD

and

PLAYBOY ENTERPRISES, INC., a Delaware corporation

as TENANT

LEASE AGREEMENT

1691 Michigan Ave

Miami Beach, FL 33139

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LEASE AGREEMENT

THIS LEASE AGREEMENT (“Lease”) is entered into May 14, 2026 and effective May 1, 2026 (the “Effective Date”) by and between Landlord and Tenant.

1.BASIC LEASE DEFINITIONS, EXHIBITS AND ADDITIONAL DEFINITIONS.

1.1Basic Lease Definitions.

In this Lease, the following defined terms shall have the meanings indicated.

(a)“Effective Date” shall have the meaning set forth above.

(b)“Landlord” means RK RIVANI LLC, a Florida limited liability company.

(c)“Tenant” means PLAYBOY ENTERPRISES, INC., a Delaware corporation. Tenant represents and warrants that, as of the Effective Date and throughout the Term, Tenant owns and controls all of the assets of Playboy, Inc., a Delaware corporation, or its publicly-traded successor.

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AMENDMENT TO LEASE AGREEMENT

This Amendment to Lease Agreement ("Agreement") is made and entered into May 14, 2026 and effective May 1, 2026 ("Effective Date") by and between RK RIVANI LLC, a Florida limited liability company ("Landlord"), and PLAYBOY ENTERPRISES, INC., a Delaware corporation ("Tenant").

RECITALS

A.    WHEREAS, Landlord and Tenant are parties to that certain Lease Agreement dated August 11, 2025 ("Original Lease"), as modified by that certain letter agreement dated February 19, 2026 (collectively the "Lease") with respect to space consisting of approximately 20,169 rentable square feet (15,396 usable square feet) on the sixth (6th) floor of the building located at 1691 Michigan Ave, Miami Beach, FL 33139 ("Premises");

B.    WHEREAS, Tenant began accessing the Premises on February 7, 2026; and

C.    WHEREAS, Landlord and Tenant desire to modify the Lease as follows.

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May 14, 2026

Dane Almassy

Via Personal Email

Dear Dane:

This Confidential Separation and General Release Agreement (the “Agreement”) is made and entered into by and between Dane Almassy, for yourself, your family, your beneficiaries and anyone acting for you) (“you” or “your”) and Local Bounti Corporation and its subsidiaries (together, the “Company”), (collectively, the “Parties”).

WHEREAS, you have been employed at-will by the Company as Chief Commercial Officer since August 25, 2025;

WHEREAS, you have been concurrently employed by Insperity PEO Services, L.P. (“Insperity”) for the purposes of administering payroll and benefits;

WHEREAS, you entered into an employment agreement with the Company on or about July 15, 2025 (the “Employment Agreement”);

WHEREAS, under the Employment Agreement, you are entitled to certain severance payments upon the involuntary termination of your employment for a reason other than Cause, contingent upon your compliance with the terms and conditions therein, including your timely execution of a separation agreement and release of claims;

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Exhiibt 10.2

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.  THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

SERIES [C][D] ORDINARY SHARE PURCHASE WARRANT

SILEXION THERAPEUTICS CORP

Warrant Shares: _______          Issue Date: May ____, 2026

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Exhibit 10.1

SILEXION THERAPEUTICS CORP

May 15, 2026

Holder of Ordinary Share Purchase Warrants

Re:	Inducement Offer to Exercise Ordinary Share Purchase Warrants

Dear Holder:

Silexion Therapeutics Corp (the “Company”) is pleased to offer to you (“Holder”, “you” or similar terminology) (i) the opportunity to receive new warrants to purchase ordinary shares of the Company, par value $0.0135 per share (the “Ordinary Shares”) and (ii) a reduction in the Exercise Price (as defined in the respective Existing Warrants) of the Ordinary Share purchase warrants issued on August 1, 2025 (the “August Existing Warrants”), the Series A Ordinary Share purchase warrants issued on September 12, 2025 (the “Series A Existing Warrants”), and Series B Ordinary Share purchase warrants issued on September 12, 2025 (the “Series B Existing Warrants”) set forth on Exhibit A hereto (collectively, the “Existing Warrants”) held by you in consideration for exercising by you

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Execution Version

ASSET REPRESENTATIONS REVIEW AGREEMENT

among

GM FINANCIAL AUTOMOBILE LEASING TRUST 2026-2,

as Issuer

GM FINANCIAL,

as Servicer

and

CLAYTON FIXED INCOME SERVICES LLC,

as Asset Representations Reviewer

Dated as of April 1, 2026

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TABLE OF CONTENTS

ARTICLE I DEFINITIONS					1
Section 1.1.		Definitions			1
Section 1.2.		Additional Definitions			1
ARTICLE II ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER					2
Section 2.1.		Engagement; Acceptance			2
Section 2.2.		Confirmation of Status			2
ARTICLE III ASSET REPRESENTATIONS REVIEW PROCESS					3
Section 3.1.		Asset Review Notices			3
Section 3.2.		Identification of Asset Review Receivables			3
Section 3.3.		Asset Review Materials			3
Section 3.4.		Performance of Asset Reviews			3
Section 3.5.		Asset Review Reports			4

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Execution Version

ACAR LEASING LTD.,

as the Titling Trust

GM FINANCIAL,

as Servicer

APGO TRUST,

as Settlor

and

COMPUTERSHARE TRUST COMPANY, N.A.,

as Indenture Trustee and Collateral Agent

2026-2 SERVICING SUPPLEMENT

Dated as of April 1, 2026

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TABLE OF CONTENTS

				Page
ARTICLE I DEFINITIONS AND INTERPRETIVE PROVISIONS					1
SECTION 1.1.		General Definitions			1
ARTICLE II SERVICING OF 2026-2 DESIGNATED POOL					2
SECTION 2.1.		Servicing of 2026-2 Designated Pool			2
SECTION 2.2.		Identification of 2026-2 Lease Agreements and 2026-2 Leased Vehicles; Securitization Value			2
SECTION 2.3.		Accounts			2
SECTION 2.4.		General Provisions Regarding Accounts			4

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Execution Version

GMF LEASING LLC,

as Transferor,

and

GM FINANCIAL AUTOMOBILE LEASING TRUST 2026-2,

as Transferee

2026-2 EXCHANGE NOTE TRANSFER AGREEMENT

Dated as of April 1, 2026

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TABLE OF CONTENTS

				Page
ARTICLE I DEFINITIONS					2
SECTION 1.1.		Definitions			2
ARTICLE II TRANSFER OF THE TRANSFERRED ASSETS					2
SECTION 2.1.		Transfer of the Transferred Assets.			2
SECTION 2.2.		True Sale			3
SECTION 2.3.		Representations and Warranties of the Transferor and the Transferee.			4
SECTION 2.4.		Financing Statements and Books and Records.			7
SECTION 2.5.		Covenants of the Transferor			7
SECTION 2.6.		Acceptance by the Transferee			8
ARTICLE III CONDITIONS					8

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