Browse EX-10 agreements

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AGREEMENT TO AMEND AND RESTATE WARRANT

This Agreement to Amend and Restate Warrant (this “Agreement”) is entered into as of September 29, 2026, by and between Nexentis Technologies Inc., a Nevada corporation (the “Company”), and L.I.A. Pure Capital Ltd. (the “Holder”).

WHEREAS, the Company issued to the Holder a warrant on October 1, 2024 to purchase shares of the Company’s common stock in connection with a loan facility agreement, which warrant was subsequently amended, including in connection with the amended and restated facility agreement dated May 27, 2026 (as amended, the “Original Warrant” and the “Amended and Restated Facility Agreement”, respectively); and

WHEREAS, the Company and the Holder desire to further amend and restate the Original Warrant in the form attached to this Agreement as Exhibit A (the “Amended and Restated Warrant”).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

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Exhibit 10.1

FIRST AMENDMENT TO

PARAMOUNT SKYDANCE CORPORATION 2025 INCENTIVE AWARD PLAN

THIS FIRST AMENDMENT TO PARAMOUNT SKYDANCE CORPORATION 2025 INCENTIVE AWARD PLAN (this “First Amendment”) is made and adopted by the Board of Directors (the “Board”) of Paramount Skydance Corporation, a Delaware corporation (the “Company”), as of October 5, 2026. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Plan (as defined below).

RECITALS

WHEREAS, the Company maintains the Paramount Skydance Corporation 2025 Incentive Award Plan (the “Plan”);

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Form of LOCK-UP AGREEMENT

This lockup agreement (this “Agreement”) is hereby entered into by and among [              ] (collectively, the “Parties” and each, individually, a “Party”) and Paramount Skydance Corporation (the “Company”) as of October 6, 2026 (the “Effective Date”) in connection with (a) the acquisition by the Company of Warner Bros. Discovery, Inc. (the “Acquisition”) and (b) those certain Subscription Agreements, dated as of February 27, 2026, entered into by the Trust, Mr. Lawrence J. Ellison and RedBird Capital Partners Fund IV (Master), L.P. (the “Subscription Agreements”), relating to the purchase in connection with the Acquisition of shares of Class B common stock, par value $0.001 per share, of the Company (the “Class B Common Stock”), a portion of which right to purchase shares of Class B Common Stock pursuant to the Subscription Agreements was subsequently assigned to certain of the Parties.

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Exhibit 10.4

Andrew Brandon-Gordon

c/o last address on file

with the Company

Dear Mr. Gordon:

Reference is made to that certain employment agreement between you and the Company, effective as of August 7, 2025 (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

This letter agreement (this “Amendment”) amends the Agreement, effective as of the closing of the transaction contemplated by the Agreement and Plan of Merger dated as of February 27, 2026 among Warner Bros Discovery, Inc., Paramount Skydance Corporation and Prince Sub Inc. (the “Amendment Effective Date”).

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

**1.            **Contract Period.

Paragraph 1 of the Agreement is hereby amended to replace the first sentence with the following:

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AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT

by and among

PARAMOUNT SKYDANCE CORPORATION,

HARBOR LIGHTS ENTERTAINMENT, INC.

AND

THE OTHER PARTIES
LISTED ON SCHEDULE I HERETO

Dated as of October 6, 2026

TABLE OF CONTENTS

Page

Article I DEFINITIONS; RULES OF CONSTRUCTION		1
Section 1.01	Definitions	1
Article II REGISTRATION RIGHTS		4
Section 2.01	Company Registration	4

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Exhibit 10.8

AMENDMENT NO. 1 TO THE CREDIT AGREEMENT

AMENDMENT NO. 1 to the CREDIT AGREEMENT, dated as of October 6, 2026 (this “Amendment”), by and among PARAMOUNT SKYDANCE CORPORATION, a Delaware corporation (the “Parent Borrower”), CITIBANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”), the Dollar Term B-1 Lender (as defined below), the Euro Term B-1 Lender (as defined below) and the Existing Required Lenders (as defined below) party hereto;

WHEREAS, reference is hereby made to the Credit Agreement, dated as of April 7, 2026 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”; the Credit Agreement as amended by this Amendment, the “Amended Credit Agreement”), among, inter alios, the Parent Borrower, each Subsidiary Borrower from time to time party thereto, each Guarantor from time to time party thereto, the Lenders from time to time party thereto and Citibank, N.A., as the Administrative Agent and Collateral Agent;

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REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT dated as of October 5, 2026 (this “Agreement”) is entered into by and among Paramount Skydance Corporation, a Delaware corporation (the “Company”), and BofA Securities, Inc., Citigroup Global Markets Inc. and Apollo Global Securities, LLC, as representatives (the “Representatives”) of the initial purchasers (the “Initial Purchasers”) listed in Schedule 1 to the Purchase Agreement, dated September 30, 2026 (the “Purchase Agreement”).

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Exhibit 10.2

David Ellison

c/o last address on file

with the Company

Dear Mr. Ellison:

Reference is made to that certain employment agreement between you and the Company, effective as of August 7, 2025 (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

This letter agreement (this “Amendment”) amends the Agreement, effective as of the closing of the transaction contemplated by the Agreement and Plan of Merger dated as of February 27, 2026 among Warner Bros Discovery, Inc., Paramount Skydance Corporation and Prince Sub Inc. (the “Amendment Effective Date”).

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

**1.            **Contract Period.

Paragraph 1 of the Agreement is hereby amended to replace the first sentence with the following:

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Exhibit 10.5

Dennis Cinelli

c/o last address on file

with the Company

Dear Mr. Cinelli:

Reference is made to that certain employment agreement between you and the Company, effective as of January 15, 2026 (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

This letter agreement (this “Amendment”) amends the Agreement, effective as of the closing of the transaction contemplated by the Agreement and Plan of Merger dated as of February 27, 2026 among Warner Bros Discovery, Inc., Paramount Skydance Corporation and Prince Sub Inc. (the “Amendment Effective Date”).

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

**1.            **Contract Period.

Paragraph 1 of the Agreement is hereby amended to replace the first sentence with the following:

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Ynon Kreiz

c/o last address on file

with the Company

Dear Mr. Kreiz:

Reference is made to that certain employment agreement between you and the Company, effective as of October 5, 2026 (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

This letter agreement (this “Amendment”) amends the Agreement, effective as of the closing of the transaction contemplated by the Agreement and Plan of Merger dated as of February 27, 2026 among Warner Bros Discovery, Inc., Paramount Skydance Corporation and Prince Sub Inc.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

**1.             **Long-Term Incentive Compensation

Paragraph 11(c)(iv) of the Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

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Exhibit 10.6

Makan Delrahim

c/o last address on file

with the Company

Dear Mr. Delrahim:

Reference is made to that certain employment agreement between you and the Company, effective as of October 6, 2025 (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

This letter agreement (this “Amendment”) amends the Agreement, effective as of the closing of the transaction contemplated by the Agreement and Plan of Merger dated as of February 27, 2026 among Warner Bros Discovery, Inc., Paramount Skydance Corporation and Prince Sub Inc. (the “Amendment Effective Date”).

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

**1.            **Contract Period.

Paragraph 1 of the Agreement is hereby amended to replace the first sentence with the following:

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EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of October 6, 2026 (the “Commencement Date”) by and between Clean Energy Fuels Corp., a Delaware corporation (“Employer” or the “Company”), and Jason J. Armstrong (“Employee”).

RECITALS

	A.	Employee has served as Vice President Corporate Controller of Employer.

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