Browse EX-10 agreements

***2026 Stock Plan For Non-Employee Directors ***

1. Purpose.** **The purposes of the 2026 Stock Plan for Non-Employee Directors are to attract and retain individuals who are not employees of the Company as members of the Board of Directors, by encouraging them to acquire a proprietary interest in the Company which is parallel to that of the stockholders of the Company.

2. Definitions.** **The following terms shall have the respective meanings assigned to them as used herein:

(a) “Award” shall mean an Option, Restricted Stock Unit and other equity-based award which is granted or made under the Plan.

(b) “Award Agreement” shall mean an agreement which may be entered into by a Participant under the Plan and the Company, setting forth the terms and provisions applicable to Awards granted to such Participant.

(c) “Board of Directors” shall mean the Board of Directors of the Company, as constituted at any time.

(d) “Committee” shall mean the Compensation Committee of the Board of Directors, as described in Section 3.

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___, 2026

Mr. David Granville-Smith

MSGS Spinco, Inc. (to be renamed MSG Rangers Corp.)

Two Pennsylvania Plaza

New York, NY 10121

Dear David:

This letter agreement (the “Agreement”), effective as of the closing of the spin-off of MSGS Spinco, Inc. (to be renamed MSG Rangers Corp., the “Company”) from Madison Square Garden Sports Corp. (to be renamed MSG Knickerbockers Corp., “MSGK”) (the “Effective Date”), will confirm the terms of your employment with the Company as of the Effective Date.

1. Your title will be Executive Vice President and you will report to the Executive Chairman and Chief Executive Officer of the Company. Subject to Section 2 below, you agree to devote such amount of your business time and attention to the business and affairs of the Company as is necessary, and as you may be requested, to perform your duties in a diligent, competent, professional and skillful manner and in accordance with applicable law.

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***INDEMNIFICATION AGREEMENT ***

This INDEMNIFICATION AGREEMENT is made this ______ day of ___________ (the “Agreement”) by and between MSG Rangers Corp., a Nevada corporation (the “Company”), and __________________ (“Indemnitee”).

WHEREAS, Indemnitee is [a][an] [director][officer] of the Company and may also have served, be serving or may serve in the future in another Position (as hereinafter defined);

WHEREAS, in consideration of the Indemnitee acting in the Position or Positions and assuming the responsibilities attendant to the Position or Positions, the Company desires to provide Indemnitee the rights to indemnification and payment or reimbursement of expenses described below;

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Indemnitee do hereby covenant and agree as follows:

Section 1. Definitions. For purposes of this Agreement:

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**2026 Employee Stock Plan **

1. Purpose. The purpose of the 2026 Employee Stock Plan is to compensate eligible service providers of the Company and its Affiliates who are and have been largely responsible for the management and growth of the business of the Company and its Affiliates and to advance the interest of the Company by encouraging and enabling the acquisition of a personal proprietary interest in the Company by such service providers upon whose judgment and keen interest the Company and its Affiliates are largely dependent for the successful conduct of their operations. It is anticipated that such compensation and the acquisition of such proprietary interest in the Company will stimulate the efforts of such service providers on behalf of the Company and its Affiliates, and strengthen their desire to remain with the Company and its Affiliates. It is also expected that such compensation and the opportunity to acquire such a proprietary interest will enable the Company and its Affiliates to attract and retain desirable personnel.

…

____, 2026

Mr. Bryan Warner

MSG Spinco, Inc. (to be renamed MSG Rangers Corp.)

Two Pennsylvania Plaza

New York, NY 10121

Dear Bryan:

This letter agreement (the “Agreement”), effective as of the closing of the spin-off of MSGS Spinco, Inc. (to be renamed MSG Rangers Corp., the “Company”) from Madison Square Garden Sports Corp. (to be renamed MSG Knickerbockers Corp., “MSGK”) (the “Effective Date”), will confirm the terms of your employment with the Company as of the Effective Date.

1. Your title will be Senior Vice President, Head of Legal and you will report to the Chief Operating Officer of the Company. Subject to Paragraph 2 below, you agree to devote such amount of your business time and attention to the business and affairs of the Company as is necessary, and as you may be requested, to perform your duties in a diligent, competent, professional and skillful manner and in accordance with applicable law.

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EMPLOYEE MATTERS AGREEMENT

by and between

VYLOR INC.

and

CORTEVA, INC.

Dated as of [ ]

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TABLE OF CONTENTS

Page

ARTICLE I GENERAL PRINCIPLES
Section 1.01. Employees	1
Section 1.02. Employment of Impacted Employees	2
Section 1.03. SpinCo Benefit Plans and RemainCo Benefit Plans as of the Effective Time	3
Section 1.04. Length of Service Crediting	3
Section 1.05. Vacation	4
Section 1.06. Severance	4

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TAX MATTERS AGREEMENT

by and between

CORTEVA, INC.

and

VYLOR INC.

Dated as of [ ], 2026

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TABLE OF CONTENTS

ARTICLE I DEFINITIONS
Section 1.1. Definition of Terms	1
ARTICLE II ALLOCATION OF TAX LIABILITIES AND BENEFITS
Section 2.1. Indemnity by RemainCo	5
Section 2.2. Indemnity by SpinCo	6
Section 2.3. Allocation of Ordinary Taxes	6
Section 2.4. Allocation of Transfer Taxes	6
Section 2.5. Allocation of Transaction Taxes	7

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**Certain information in this exhibit has been redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K. Such information is both (i) not material and (ii) customarily and actually treated by the registrant as private or confidential. [***] indicates that information has been redacted.**

GLOBAL MASTER SEED TREATMENT SUPPLY AGREEMENT

by and between

CORTEVA AGRISCIENCE LLC

and

PIONEER HI-BRED INTERNATIONAL, INC.

Dated as of [ ]

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INDEX OF DEFINED TERMS

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**Certain information in this exhibit has been redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K. Such information is both (i) not material and (ii) customarily and actually treated by the registrant as private or confidential. [***] indicates that information has been redacted.**

INTELLECTUAL PROPERTY MATTERS AGREEMENT

by and among

CORTEVA, INC.,

VYLOR, INC.

and

THE OTHER SIGNATORIES HERETO

Dated as of [ ]

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TABLE OF CONTENTS

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**Certain information in this exhibit has been redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K. Such information is both (i) not material and (ii) customarily and actually treated by the registrant as private or confidential. [***] indicates that information has been redacted.**

TRANSITION SERVICES AGREEMENT

by and between

CORTEVA, INC.

and

VYLOR INC.

Dated as of [ ]

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TABLE OF CONTENTS

Page

ARTICLE I Definitions
SECTION 1.1.  Defined Terms	1
ARTICLE II Services to be Provided
SECTION 2.1.  Provision of Services	4
SECTION 2.2.  Service Amendments and Additions	4

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Amendment No. 1 to Asset Purchase Agreement

THIS AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (this “Amendment”), dated as of July 15, 2026, is by and among (a) BLUE TECH INDUSTRIES, INC., a Delaware corporation (the “Purchaser”); (b) BIOSTEM TECHNOLOGIES, INC., a Delaware corporation (“Parent”) (solely for the purposes of Section 7.14 of the Agreement); (c) BIOTISSUE HOLDINGS INC., a Florida corporation (“BT Holdings”); and (d) BIOTISSUE SURGICAL INC., a Delaware corporation (“BT Surgical”, together with BT Holdings, the “Sellers” and each, a “Seller”). The Purchaser and the Sellers are sometimes individually referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined herein will have the meanings ascribed to them in the Agreement (as defined below).

BACKGROUND

A.  The Parties are parties to that certain Asset Purchase Agreement dated as of January 21, 2026 (the “Agreement”).

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CUSIP (Term Loans): 00104SAB9

CUSIP (Revolving Commitments): 00104SAC7

 

 

 

CREDIT AGREEMENT

 

dated as of

 

July 1, 2026,

 

among

 

ADI GLOBAL DISTRIBUTION INC.,

as Holdings,

 

ADI GLOBAL DISTRIBUTION FUNDING LLC,

as Borrower,

 

The Lenders and Issuing Banks Party Hereto,

 

and

 

JPMORGAN CHASE BANK, N.A.,

 

as Administrative Agent

 

JPMORGAN CHASE BANK, N.A.

BOFA SECURITIES, INC.

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Joint Lead Arrangers, Joint Bookrunners and Syndication Agents

 

BNP PARIBAS

PNC CAPITAL MARKETS LLC

TRUIST SECURITIES, INC.

U.S. BANK NATIONAL ASSOCIATION

ROYAL BANK OF CANADA

CITIZENS BANK, N.A.

CITIBANK, N.A.

as Joint Lead Arrangers

 

BNP PARIBAS

PNC BANK, NATIONAL ASSOCIATION

TRUIST BANK

U.S. BANK NATIONAL ASSOCIATION

ROYAL BANK OF CANADA

CITIZENS BANK, N.A.

CITIBANK, N.A.

KEYBANK NATIONAL ASSOCIATION

THE BANK OF NOVA SCOTIA

BARCLAYS BANK PLC

THE HUNTINGTON NATIONAL BANK

CIBC WORLD MARKETS CORP.

as Co-Documentation Agents

 

 

 

 

 

 

TABLE OF CONTENTS

 

 

 

 

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