Browse EX-10 agreements

HARBOR GATEWAY BUSINESS CENTER

HI-TECH/RESEARCH AND DEVELOPMENT

BUILDING LEASE

Landlord hereby leases to Tenant, and Tenant hereby hires from Landlord the following described premises (the “Premises”) located in the following described building (the “Building”), upon the following terms and conditions. The following Basic Lease Provisions are an integral part of this Lease and each reference in this Lease to any Basic Lease Provision incorporates all of the terms provided under such Basic Lease Provision. In the event of any conflict between any Basic Lease Provision and the balance of this Lease, the latter shall control. References to specific Articles are for convenience only and designate some of the Articles where references to the particular Basic Lease Provisions appear.

BASIC LEASE PROVISIONS

Date of Lease: July 13, 2020

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SECONDAMENDMENTTOLEASE

(SpectrumGroupInternational)

THIS SECOND AMENDMENT TO LEASE (the "Amendment") is made and entered into as of the 30th day of January, 2023 by and between CJ.SEGERSTROM & SONS, a California general partnership ("Landlord"), and SPECTRUM GROUP INTERNATIONAL,INC., a Delaware corporation ('Tenant"), with respect to the following:

RECITALS

A.

LandlordisthelandlordandTenant isthetenant pursuant toacertainHighTech/Research &Development Building Lease dated July 13,2020 (the "Original Lease"), as amended by acertain First Amendment to Lease dated as of January 4, 2021 (the "First Amendment"). The Original Lease and First Amendment are herein sometimes referred to, collectively, as the "Lease."

B.

Pursuant to the Lease, Tenant holds and occupies Suite 150 at 1550 Scenic Avenue (the "Existing Premises"), consisting of 23,793 square feet of Rentable Area, in Costa Mesa, California. The Existing Premises comprise a part of Harbor Gateway Business Center (the "Center").

C.

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BROADCOM INC.

SEVERANCE BENEFIT AGREEMENT

This Severance Benefit Agreement (the “Agreement”) is made and entered into by and between Amie Thuener (“Executive”) and Broadcom Inc., a Delaware corporation (the “Company”), and is effective as of June 12, 2026 (the “Effective Date”).

R E C I T A L S

A.    The Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”) recognizes that the possibility of an acquisition of the Company or an involuntary termination can be a distraction to Executive and can cause Executive to consider alternative employment opportunities. The Compensation Committee has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication and objectivity of Executive, notwithstanding the possibility, threat or occurrence of such an event.

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September 1, 2026

David Bailey

[Address]

Dear David:

STAAR Surgical Company is pleased to offer you the position of Chief Commercial Officer reporting to Warren Foust, President and Chief Executive Officer. Your beginning wage will be $575,000 (CHF 462,825) in addition to all the benefits offered through our current policies.

Subject to approval by the Compensation Committee of the Board of Directors, you will receive an initial equity grant valued at $850,000, to be granted on your start date. This initial equity grant will be issued in the form of Restricted Stock Units (RSUs). The RSUs will vest over a three-year period, with 1/3 vesting on the first anniversary of the grant date, 1/3 vesting on the second anniversary of the grant date, and the remaining 1/3 vesting on the third anniversary of the grant date. Additionally, you will receive a 2026 annual long-term incentive award valued at $1,400,000, which will be prorated based on your date of hire, in the form of 50% stock options and 50% RSUs. You will also be eligible to receive annual equity grants through participation

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Execution Version

Published Deal CUSIP Number: [_________]
Published Revolving Facility CUSIP Number: [_________]

Amended and Restated FIVE-YEAR CREDIT AGREEMENT

Dated as of September 9, 2026

among

PRINCIPAL LIFE INSURANCE COMPANY,**
**as Borrower,

PRINCIPAL FINANCIAL GROUP, INC.,
and
PRINCIPAL FINANCIAL SERVICES, INC.,**
**as Guarantors,

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent,

and

The Other Lenders Party Hereto,

wells fargo securities, llc,

BOFA securities, inc.,
CITIBANK, N.A.,

**Goldman Sachs Bank USA,
JPMorgan Chase Bank, N.A.
and
morgan stanley senior funding, Inc.
**as Joint Lead Arrangers and Joint Bookrunners,
and

BANK of america, n.a.,
CITIBANK, N.A.,

**Goldman Sachs Bank USA,
JPMorgan Chase Bank, N.A.
and
**MORGAN STANLEY BANK, N.A.
as Co-Syndication Agents

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NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES FILED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal Amount: $22,222.22		Issue Date: April 20, 2026

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NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

REPLACEMENT EXCHANGE NOTE-REPLACEMENT OF A NOTE ORIGINALLY ISSUED ON MAY 8, 2024, IN THE AMOUNT OF $25,000

Re-issue date May 11, 2026

PROMISSORY NOTE

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NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES FILED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

**Principal Amount: $16,666.67 **		**Issue Date: April 10, 2026 **

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Exhibit 10.1

[•], 2026

Football Manager SPAC Inc.

Via Borgonuovo 4

Milan 20121

Italy

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”) proposed to be entered into by and between Football Manager SPAC Inc. a Cayman Islands exempted company (the “Company”), and D. Boral Capital LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 10,000,000 of the Company’s units (“Units”) (or up to 11,500,000 Units in the aggregate, which includes up to 1,500,000 Units that may be purchased by the Underwriters to cover over-allotments, if any), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one redeemable public warrant (a “Warrant”), which terms of the Public Offering may be changed according to the disclosure that will be fi

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THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

​	​	​
Principal Amount: Up to $1,500,000	​	Dated as of September 4, 2026

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Exhibit 10.6

PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [          ], 2026 (this “Agreement”), is entered into by and between Football Manager SPAC Inc., a Cayman Islands exempted company (the “Company”), and [    ] (the “Subscriber”).

WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of the Company’s units (the “Units”), each Unit consisting of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”), of the Company, and one redeemable warrant (a “Public Warrant”) to be governed by the Warrant Agreement to be entered into between the Company and Odyssey Transfer & Trust Company, as warrant agent (the “Warrant Agreement”). Each whole Public Warrant entitles the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per Class A Ordinary Share;

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Exhibit 10.5

Football Manager SPAC Inc.

Via Borgonuovo 4

20121 Milan

Italy

May 12, 2026

John I. Sanders	​
1033 Market Street	​
Fort Mill, SC 29708	​
United States of America	​

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RE:Securities Subscription Agreement

Ladies and Gentlemen:

Football Manager SPAC Inc., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer John I. Sanders, a resident of the State of South Carolina (the “Subscriber” or “you”), has made to purchase 500,000 of the Company’s Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Class B ordinary shares”). For the purposes of this Agreement, references to “ordinary shares” are to, collectively, the Class B ordinary shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A ordinary shares”). Pursuant to the Company’s memorandum and articles of association, as amended, in effect on the date hereof (the “Charter”

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