Browse EX-10 agreements

CONFIDENTIAL

 

June 29, 2026

 

Ares Acquisition Corporation III

c/o Ares Management LLC

245 Park Avenue, 44th Floor

New York, NY 10167

Attn: David B. Kaplan

 

Re:        Engagement of Services

 

Dear Mr. Kaplan:

 

This will confirm the basis upon which Ares Acquisition Corporation III (“Client”) has engaged Ares Management Capital Markets LLC (“AMCM”) (collectively, with the Client, the “Parties”), to provide consulting and advisory services (the “Engagement”), including in connection with Client’s initial public offering (“IPO”) of its securities (the “Transaction”). In connection with the Engagement, AMCM will: (i) review the deal structure and terms and related structuring advice related to the Transaction; and (ii) assist Client with selecting underwriters for the Transaction.

…

June 29, 2026

 

Ares Acquisition Corporation III c/o Ares Management LLC 245 Park Avenue, 44th Floor New York, NY 10167

 

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 among Ares Acquisition Corporation III, a Cayman Islands exempted company (the “Company”), and J.P. Morgan Securities LLC and Jefferies LLC, as representatives (the “Representatives”) of the several underwriters named in such Underwriting Agreement (together, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 39,675,000 of the Company’s units (including up to 5,175,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-tenth of one redeemable warrant. Each whole warrant (each, a

…

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

 

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated June 29, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Ares Acquisition Corporation III, a Cayman Islands exempted company (the “Company”), and Ares Acquisition Holdings III LP, a Cayman Islands exempted limited partnership, acting through its general partner, Ares Acquisition Holdings III (the “Purchaser”).

…

Execution Version

 

 

Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request.

 

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(a)(6). Such excluded information is not material and is the type that the registrant treats as private or confidential.

 

TRANSITION SERVICES AGREEMENT

 

 

dated as of

 

 

June 30, 2026

 

 

between

 

S&P Global Inc.

 

and

 

MOBILITY GLOBAL INC.

 

 

 

TABLE OF CONTENTS

 

Page

 

Article 1 Definitions

 

Section 1.01 .

Definitions

1

Section 1.02 .

Other Definitional and Interpretative Provisions

2

 

 

Article 2 Purchase and Sale of Services

 

Section 2.01 .

Provision and Receipt of Services

3

Section 2.02 .

Termination of Services

4

Section 2.03 .

Service Provider Affiliates and Third-Party Providers

5

Section 2.04 .

Third-Party Licenses and Consents

5

…

Execution Version

 

Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request. 

 

EMPLOYEE MATTERS AGREEMENT

 

 

by and between

 

S&P GLOBAL INC.

 

and

 

MOBILITY GLOBAL INC.

 

Dated as of June 30, 2026

 

 

 

TABLE OF CONTENTS

 

Page

 

Article 1

Definitions

 

Section 1.01.

Definitions

1

Section 1.02.

Other Definitional and Interpretive Provisions

7

 

 

 

Article 2

General Allocation of Liabilities; Indemnification

 

Section 2.01.

Allocation of Employee-Related Liabilities

9

Section 2.02.

Indemnification

9

Section 2.03.

No Duplicate Reimbursements

9

 

 

 

Article 3

Employees; Employee Agreements

 

Section 3.01.

Transfers of Employment

10

Section 3.02.

Transfer of Delayed Transfer SpinCo Employees

10

Section 3.03.

Employee Agreements

11

Section 3.04.

Assignment of Specified Rights

11

Section 3.05.

Sponsored SpinCo Employees

12

Section 3.06.

…

Execution Version

 

Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request.

 

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(a)(6). Such excluded information is not material and is the type that the registrant treats as private or confidential.

 

TAX MATTERS AGREEMENT

 

 

between

 

S&P Global Inc.,

 

on behalf of itself and the members of the SPGl Group

 

and

 

Mobility Global Inc.,

 

on behalf of itself and the members of the SpinCo Group

 

 

Dated as of June 30, 2026

 

 

 

TABLE OF CONTENTS

 

Page

 

Section 1.

Definitions and Interpretation

1

Section 2.

Sole Tax Sharing Agreement

9

Section 3.

Allocation of Taxes

9

Section 4.

Preparation and Filing of Tax Returns

12

Section 5.

Apportionment of Earnings and Profits and Tax Attributes

14

Section 6.

…

Exhibit 10.2 

Execution Version

Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request.

 

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(a)(6). Such excluded information is not material and is the type that the registrant treats as private or confidential.

 

TAX MATTERS AGREEMENT

 

between

 

S&P Global Inc.,

 

on behalf of itself and the members of the SPGl Group

 

and

Mobility Global Inc.,

 

on behalf of itself and the members of the SpinCo Group

 

Dated as of June 30, 2026

 

 

 

 

TABLE OF CONTENTS

 

 

 

 

 

Page

Section 1.

Definitions and Interpretation

1

Section 2.

Sole Tax Sharing Agreement

9

Section 3.

Allocation of Taxes

9

Section 4.

Preparation and Filing of Tax Returns

12

Section 5.

Apportionment of Earnings and Profits and Tax Attributes

14

Section 6.

…

Execution Version

 

Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request.

 

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(a)(6). Such excluded information is not material and is the type that the registrant treats as private or confidential.

 

TRANSITION SERVICES AGREEMENT

 

dated as of

 

June 30, 2026

 

between

 

S&P Global Inc.

 

and

 

MOBILITY GLOBAL INC.

 

 

 

 

TABLE OF CONTENTS

 

 

 

Page

 

 

Article 1

 

Definitions

 

 

 

Section 1.01 . Definitions

1

Section 1.02 . Other Definitional and Interpretative Provisions

2

 

 

Article 2

 

Purchase and Sale of Services

 

 

 

Section 2.01 . Provision and Receipt of Services

3

Section 2.02 . Termination of Services

4

Section 2.03 . Service Provider Affiliates and Third-Party Providers

5

…

Execution Version

Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request.

 

EMPLOYEE MATTERS AGREEMENT

by and between

 

S&P GLOBAL INC.

 

and

 

MOBILITY GLOBAL INC.

 

Dated as of June 30, 2026

 

 

 

TABLE OF CONTENTS

 

Page

 

Article 1

 

Definitions

 

 

 

Section 1.01.

Definitions

1

Section 1.02.

Other Definitional and Interpretive Provisions

7

 

 

 

Article 2

 

General Allocation of Liabilities; Indemnification

 

 

 

Section 2.01.

Allocation of Employee-Related Liabilities

9

Section 2.02.

Indemnification

9

Section 2.03.

No Duplicate Reimbursements

9

 

 

 

Article 3

 

Employees; Employee Agreements

 

 

 

Section 3.01.

Transfers of Employment

10

Section 3.02.

Transfer of Delayed Transfer SpinCo Employees

10

Section 3.03.

Employee Agreements

11

Section 3.04.

Assignment of Specified Rights

11

Section 3.05.

Sponsored SpinCo Employees

12

…

Document

Exhibit 10.2

AMENDED AND RESTATED SHAREHOLDERS AGREEMENT

by and among

THE SHAREHOLDERS PARTY HERETO

and

GENNEIA S.A.

Dated as of January 6, 2026

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TABLE OF CONTENTS

ARTICLE I – DEFINITIONS

5 

1.1. Certain Defined Terms

5 

1.2. Definitions (Index Table)

12 

1.3. General Interpretive Principles

12 

ARTICLE II – CERTAIN AGREEMENTS AND UNDERTAKINGS

16 

2.1. Relationship of Parties

16 

2.2. General Undertakings and Agreements by the Shareholders

16 

2.3. Syndication of rights by certain Class A Shareholders

16 

ARTICLE III – SHAREHOLDERS

16 

3.1. Shareholders Meetings

16 

3.2. Voting Requirements

17 

3.3. Inspection Rights

19 

3.4. Financial Statements

19 

3.5. Advisors

19 

3.6. Holdings

19 

ARTICLE IV – BOARD OF DIRECTORS

20 

4.1. Board of Directors

20 

4.2. Appointment of Directors

20 

4.3. Alternate Directors

21 

4.4. Removal and Replacement of Directors and Alternate Directors

21 

4.5. No Cumulative Voting Rights

22 

4.6. Chairman/Vice Chairman

22 

4.7. Voting Requirements

23 

4.8. Meetings of the Board

24

…

Document

Exhibit 10.1

EXECUTION VERSION

GENNEIA S.A.

as Issuer

UMB BANK, N.A.

as Trustee, Co-Registrar, New York Transfer Agent and New York Paying Agent

and

BANCO SANTANDER ARGENTINA S.A.

as Argentine Registrar, Argentine Transfer Agent, Argentine Paying Agent and Representative of the Trustee in Argentina

Indenture

Dated as of December 2, 2025

7.750% Senior Notes due 2033

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TABLE OF CONTENTS

PAGE

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

2

Section 1.01.

Definitions

2

Section 1.02.

Rules of Construction

30

ARTICLE 2

ISSUE, EXECUTION, FORM AND REGISTRATION OF NOTES

31

Section 2.01.

Authentication and Delivery of Notes

31

Section 2.02.

Execution of Notes

32

Section 2.03.

Certificate of Authentication

32

Section 2.04.

Form, Denomination and Date of Notes; Payments

32

Section 2.05.

Registration, Transfer and Exchange

36

Section 2.06.

Book-entry Provisions For Global Notes

37

Section 2.07.

Special Transfer Provisions

39

Section 2.08.

Mutilated, Defaced, Destroyed, Stolen and Lost Notes

42

Section 2.09.

Additional Notes

…

Exhibit 10.47 

 

FIFTEENTH AMENDMENT TO CREDIT AGREEMENT

 

FIFTEENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of June 30, 2026by and among CAREVIEW COMMUNICATIONS, INC., a Nevada corporation (“Holdings”), CAREVIEW COMMUNICATIONS, INC., a Texas corporation and a wholly owned subsidiary of Holdings (the “Borrower”), CAREVIEW OPERATIONS, L.L.C., a Texas limited liability company (the “Subsidiary Guarantor”), PDL INVESTMENT HOLDINGS, LLC (as assignee of PDL BioPharma, Inc.), a Delaware limited liability company (both in its capacity as the lender (“Lender”) and in its capacity as Agent (solely in such capacity as Agent, the “Agent”)) under the Credit Agreement (as defined below), and Steven G. Johnson and Dr. James R. Higgins (each, an individual, for the purpose of acknowledging and agreeing to this Amendment in their collective capacity as the Tranche Three Lender under the Credit Agreement).

 

RECITALS

…