Browse EX-10 agreements

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH INFORMATION HAS BEEN MARKED WITH “[***]” TO INDICATE WHERE OMISSIONS HAVE BEEN MADE.

 

LOGISTICS SERVICE AGREEMENT

 

Between

 

LYMI Inc. D/b/a Reformation

 

And

 

CEVA LOGISTICS NETHERLANDS B.V.

 

 

 

FINAL VERSION

 

January 31 2023

 

 

 

Confidential and Proprietary

 

BETWEEN:

 

(1)

CEVA LOGISTICS NETHERLANDS B.V., a private company with limited liability incorporated under the laws of the Netherlands, having its registered office at Hogeweg 39, (5301LJ) Zaltbommel Culemborg, the Netherlands, (“CEVA”);

 

Reformation – CEVA

 

 

and

 

(2)

LYMI Inc. D/b/a Reformation a private company incorporated under the laws of Delaware, United States of America, with its registered offices at 2263 E Vernon Ave, Vernon, CA 90058 United States (hereinafter referred to as “CUSTOMER”);

 

RECITALS:

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Execution Version

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH INFORMATION HAS BEEN MARKED WITH “[***]” TO INDICATE WHERE OMISSIONS HAVE BEEN MADE.

 

CREDIT AND GUARANTY AGREEMENT

 

dated as of May 2, 2024

 

among

 

LYMI INC., as the Borrower,

 

REF HOLDINGS, INC., as Holdings,

 

THE SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO,

 

THE FINANCIAL INSTITUTIONS PARTY HERETO, as the Lenders,

 

JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent,

 

JPMORGAN CHASE BANK, N.A., CITIBANK, N.A., MORGAN STANLEY SENIOR FUNDING, INC. and ROYAL BANK OF CANADA, Lead Arrangers and Lead Bookrunners

 

 

 

 

TABLE OF CONTENTS

 

 

 

Page

 

 

 

 

Article 1

 

 

 

 

 

DEFINITIONS

 

 

 

 

Section 1.01

Defined Terms

1

Section 1.02

Classification of Loans and Borrowings

60

Section 1.03

Terms Generally

60

Section 1.04

Effectuation of Transactions

60

Section 1.05

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AMENDED AND RESTATED REFORMATION INC. 2019 STOCK OPTION PLAN

 

(Formerly REF Topco, Inc. 2019 Stock Option Plan)

 

Section 1.               Purpose

 

Reformation Inc., a Delaware corporation (the “Company”), has adopted this Amended and Restated Reformation Inc. 2019 Stock Option Plan (the “Plan”) effective as of the date indicated in Section 9 hereof (the “Effective Date”). The purposes of the Plan are to encourage selected employees, non-employee directors and consultants of the Company or any Subsidiary to acquire a proprietary interest in the growth and performance of the Company and its Subsidiaries and to enhance the ability of the Company and its Subsidiaries to attract, retain and reward qualified individuals.

 

Section 2.               Definitions

 

As used in the Plan, the following terms shall have the meanings set forth below:

 

(a)            “Affiliate” shall have the meaning set forth in the Stockholders’ Agreement.

 

(b)            “Award” shall mean a grant of Options pursuant to the provisions of this Plan.

…

Execution Version

 

AMENDMENT NO. 1 TO CREDIT AND GUARANTY AGREEMENT, dated as of June 17, 2026 (this “Amendment”), among LYMI INC., a Delaware corporation (the “Borrower”), REF HOLDINGS, INC. (“Holdings”), the Subsidiary Guarantors party hereto, the Revolving Lenders party hereto, the Initial Term Lenders party hereto, the 2026 Initial Term Lenders (as defined below), the 2026 Delayed Draw Term Lenders (as defined below) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”), as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”), as Issuing Bank and as Swingline Lender.

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Document

SEVENTH AMENDED AND RESTATED

ADVISORY AGREEMENT

AMONG

SCULPTOR DIVERSIFIED REAL ESTATE INCOME TRUST, INC.,

SCULPTOR DIVERSIFIED REIT OPERATING PARTNERSHIP LP,

AND

SCULPTOR ADVISORS LLC

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TABLE OF CONTENTS

Page

2.    APPOINTMENT.    5

3.    DUTIES OF THE ADVISER.    5

4.    AUTHORITY OF ADVISER.    7

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Document

Exhibit 10.5

LINCOLN BANCORP

LINCOLN SAVINGS BANK

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made and entered into as of December 5, 2023 (the “Effective Date”), by and between Lincoln Bancorp (the “Company”), Lincoln Savings Bank (the “Bank,” and together with the Company, the “Employer”), and Sean Willett (“Executive,” and together with the Employer, the “Parties”).

RECITALS

A.    The Employer desires to employ Executive pursuant to the terms of this Agreement, and Executive desires to be employed pursuant to the terms of this Agreement.

B.    The Parties have made commitments to each other on a variety of important issues concerning Executive’s employment, including the performance that will be expected of Executive, the compensation Executive will be paid, how long and under what circumstances Executive will remain employed and the financial details relating to any decision that either the Employer or Executive may make to terminate this Agreement.

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Document

Exhibit 10.4

STOCK PURCHASE AGREEMENT

dated November 26, 2018

by and among

LINCOLN BANCORP

and

THE PURCHASERS IDENTIFIED ON THE SIGNATURE PAGES HERETO

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STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”) is dated as of November 26, 2018, by and among Lincoln Bancorp, an Iowa corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).

RECITALS

A.    The Company and each Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “Commission”) under the Securities Act.

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Document

Exhibit 10.1

STOCK PURCHASE AGREEMENT

dated October 22, 2018

by and among

LINCOLN BANCORP

and

THE PURCHASERS IDENTIFIED ON THE SIGNATURE PAGES HERETO

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STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”) is dated as of October 22, 2018, by and among Lincoln Bancorp, an Iowa corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).

RECITALS

A.    The Company and each Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “Commission”) under the Securities Act.

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Document

Exhibit 10.9

EMPLOYMENT AGREEMENT

This Employment Agreement is made and entered into this 12th day of December, 2025, by and between Lincoln Savings Bank and Rebecca Bell.

RECITALS:

Employer wishes to employ Employee under the terms and conditions contained in this Agreement and Employee agrees to accept such employment. This Agreement shall become effective on your first day of employment.

NOW, THEREFORE, in consideration of the premises and the promises and covenants set forth in this Agreement, the parties agree as follows:

1.    Employment. Employer agrees to employ Employee as an at-will employee under the

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Document

Exhibit 10.2

LINCOLN BANCORP

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 4, 2018, by and among Lincoln Bancorp, an Iowa corporation (the “Company”), and the purchaser(s) signatory hereto (each a “Registration Rights Purchaser” and collectively, the “Registration Rights Purchasers”).

This Agreement is made pursuant to the Stock Purchase Agreement, dated as of October 22, 2018, between the Company and Castle Creek Capital Partners VII, L.P. (the “Purchase Agreement”) and the Stock Purchase Agreement, dated as of November 26, 2018, between the Company and the other Registration Rights Purchaser (the “Additional Purchase Agreement”).

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and each of the Registration Rights Purchasers agree as follows:

1.    Definitions. Capitalized terms used and not otherwise defined herein that are defined in

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Document

Exhibit 10.3

AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

This Amendment to Registration Rights Agreement, dated as of December 8,2023 (this “Amendment”), by and between Lincoln Bancorp, an Iowa corporation (the “Company”), and Castle Creek Capital Partners VII, LP, a Delaware limited partnership (the “Registration Rights Purchaser”), amends that certain Registration Rights Agreement, dated as of December 4,2018 (the “Registration Rights Agreement”), by and between the Company and the Registration Rights Purchaser.

WHEREAS, the Company and the Registration Rights Purchaser desire to amend the Registration Rights Agreement on the terms set forth in this Amendment.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Amendment, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Registration Rights Purchaser agree as follows:

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Document

Exhibit 10.6

LINCOLN BANCORP

LINCOLN SAVINGS BANK

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made and entered into as of September 9, 2024 (the “Effective Date”), by and between Lincoln Bancorp (the “Company”), Lincoln Savings Bank (the “Bank,” and together with the Company, the “Employer”), and Andrew Borrmann (“Executive,” and together with the Employer, the “Parties”).

RECITALS

A.    The Employer desires to employ Executive as its Executive Vice President and Chief Financial Officer pursuant to the terms of this Agreement, and Executive desires to be employed pursuant to the terms of this Agreement.

B.    The Parties have made commitments to each other on a variety of important issues concerning Executive’s employment, including the performance that will be expected of Executive, the compensation Executive will be paid, how long and under what circumstances Executive will remain employed and the financial details relating to any decision that either the Employer or Executive may make to terminate this Agreement.

…