Browse EX-10 agreements

REGISTRATION RIGHTS AGREEMENT

 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 17, 2026, is made and entered into by and among Texas Ventures Acquisition IV Corp, a Cayman Islands exempted company (the “Company”), TXV Partners IV, LLC, a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC ( the “Representative”),together with the Sponsor, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

 

RECITALS

 

WHEREAS, the Company has 5,750,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued and outstanding, up to 750,000 of which will be surrendered to the Company for no consideration depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option;

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TEXAS VENTURES ACQUISITION IV CORP

5090 Richmond Ave, Suite 319

Houston, Texas 77056

 

June 17, 2026

 

TXV Partners IV, LLC

5090 Richmond Ave, Suite 319

Houston, Texas 77056

 

Re:

Administrative Services Agreement

 

Ladies and Gentlemen:

 

This letter agreement by and between Texas Ventures Acquisition IV Corp (the “Company”) and TXV Partners IV, LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1, as amended, and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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Exhibit 10.1

 

SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 24, 2026, between GD Culture Group Limited, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

 

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this 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 Purchaser agree as follows:

ARTICLE I. DEFINITIONS

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SUBSCRIPTION AGREEMENT

 

The undersigned Subscriber hereby agrees to subscribe for shares of Class A Ordinary Shares, $0.00001 par value per share (“Shares”), in GreenVector Holdings Limited, a Cayman Islands exempted company with limited liability (“Company”). The purchase price is fixed at US$1.00 per Share. In subscribing to these Shares, the undersigned Subscriber hereby acknowledges and agrees to the following:

 

●

There is currently no market for the Shares and that a market may never develop for the Shares; and

 

 

 

●

The undersigned understands that this investment in our securities involves a high degree of risk and the undersigned has read the “Risk Factors” set forth in the Form F-1 (File No. [  ]) that registered the Shares.

 

The purchase price due to the Company shall be the number of shares of Class A Ordinary Shares subscribed for multiplied by the purchase price of US$1.00 per share (shares subscribed x US$1.00 = purchase price).

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CUSIP (Term Loans): 00104SAB9

CUSIP (Revolving Commitments): 00104SAC7

 

 

 

CREDIT AGREEMENT

 

dated as of

 

          , 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

 

 

Page

 

 

Article I

Definitions

1

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ADI EMPLOYEE STOCK PURCHASE PLAN

 

1. Purpose of the Plan. The purpose of this ADI Employee Stock Purchase Plan (the “Plan”) is to provide the employees of ADI Global Distribution Inc. (“ADI”) and its participating subsidiaries with a convenient means of purchasing shares of ADI common stock from time to time at a discount to market prices through the use of payroll deductions. ADI intends that the Plan shall qualify as an “employee stock purchase plan” under Code § 423. Accordingly, the Plan will be construed so as to extend and limit Plan participation in any Offering subject to Code § 423 in a uniform and nondiscriminatory basis consistent with the requirements of Code § 423.

 

2. Definitions. The terms defined in this section are used (and capitalized) elsewhere in this Plan.

 

2.1. “ADI” means ADI Global Distribution Inc., a Delaware corporation, or any successor corporation.

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2026 Stock Incentive Plan of ADI Global Distribution Inc. and Its Affiliates

 

Article I

Establishment and Purpose

 

1.1 Purpose. The purpose of this 2026 Stock Incentive Plan of ADI Global Distribution Inc. and its Affiliates (as the same may be amended and restated from time to time, the “Plan”) is to enable the Company to achieve superior financial performance, as reflected in the performance of its Common Stock and other key financial or operating indicators by (a) providing incentives and rewards to certain Employees and Other Service Providers who are in a position to contribute materially to the success and long-term objectives of the Company, (b) aiding in the recruitment and retention of Employees and Other Service Providers of exceptional ability, (c) providing Employees and Other Service Providers an opportunity to acquire or expand equity interests in the Company, (d) promoting the growth and success of the Company’s business by aligning the financial interests of Employees and Other Service Providers with that of the other stockholders of the Company and

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EMPLOYEE MATTERS AGREEMENT

 

by and between

 

RESIDEO TECHNOLOGIES, INC.

 

and

 

ADI GLOBAL DISTRIBUTION INC.

 

Dated as of [●], 2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TABLE OF CONTENTS

 

 

Page

 

 

 

ARTICLE I

DEFINITIONS AND INTERPRETATION

1

 

 

 

Section 1.1

General

1

Section 1.2

References; Interpretation

9

 

 

 

ARTICLE II

GENERAL PRINCIPLES

10

 

 

 

Section 2.1

Nature of Liabilities

10

Section 2.2

Transfers of Employees and Independent Contractors Generally

10

Section 2.3

Assumption and Retention of Liabilities Generally

11

Section 2.4

Participation in Benefit Plans

12

Section 2.5

Service Recognition

12

Section 2.6

Collective Bargaining Agreements

13

Section 2.7

Information and Consultation

14

Section 2.8

WARN

14

Section 2.9

Individual Agreements

14

Section 2.10

Payroll Services

15

Section 2.11

No Change in Control

15

 

 

 

ARTICLE III

CERTAIN BENEFIT PLAN PROVISIONS

15

 

 

 

Section 3.1

Health and Welfare Benefit Plans

15

Section 3.2

401(k) Plans

17

Section 3.3

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AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the “Agreement”) is entered into as of the Effective Date (as defined below) by and between James Rolke (“Executive”), and Revelation Biosciences, Inc., a Delaware corporation (the “Company”). The Company and Executive may hereinafter each individually be referred to as a “Party” and collectively as the “Parties,” as the context may require.

WHEREAS, the Company wishes to continue to employ, and Executive wishes to continue employment with the Company, as the Chief Executive Officer of the Company, pursuant to the terms and conditions set forth in this Agreement, effective as of June 24, 2026 (the “Effective Date”).

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, it is hereby agreed by and between the Parties as follows:

DEFINITIONS

For purposes of the Agreement, the following terms are defined as follows:

1.1.

“Board” means the Board of Directors of the Company.

1.2.

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AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the “Agreement”) is entered into as of the Effective Date (as defined below) by and between Chester S. Zygmont, III (“Executive”), and Revelation Biosciences, Inc., a Delaware corporation (the “Company”). The Company and Executive may hereinafter each individually be referred to as a “Party” and collectively as the “Parties,” as the context may require.

WHEREAS, the Company wishes to continue to employ, and Executive wishes to continue employment with the Company, as the Chief Financial Officer of the Company, pursuant to the terms and conditions set forth in this Agreement, effective as of June 24, 2026 (the “Effective Date”).

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, it is hereby agreed by and between the Parties as follows:

DEFINITIONS

For purposes of the Agreement, the following terms are defined as follows:

1.1.

“Board” means the Board of Directors of the Company.

1.2.

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Execution Version

 

JOINDER TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND BORROWER ASSUMPTION

 

June 24, 2026

 

This Joinder to Second Amended and Restated Credit Agreement and Borrower Assumption (this “Agreement”), dated as of the date hereof, is made by Resideo Funding II LLC (the “New Borrower”) and Resideo Funding Inc. (the “Existing Borrower”) to and in favor of JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders under the Second Amended and Restated Credit Agreement referred to below.

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Document

Exhibit 10.1

CARMAX, INC.

2002 STOCK INCENTIVE PLAN

(AS AMENDED AND RESTATED JUNE 23, 2026)

1.Purpose. The purpose of this CarMax, Inc. 2002 Stock Incentive Plan (the “Plan”) is to further the long term stability and financial success of CarMax, Inc. (the “Company”) by (a) attracting and retaining key employees of the Company through the use of stock incentives and (b) encouraging ownership in the Company by members of the Company’s Board of Directors. It is believed that ownership of Company Stock will stimulate the efforts of those employees upon whose judgment and interest the Company is and will be largely dependent for the successful conduct of its business. It is also believed that Incentive Awards granted to employees and directors under this Plan will strengthen their desire to remain with the Company and will further the identification of those employees’ and directors’ interests with those of the Company’s shareholders.

2.Definitions. As used in the Plan, the following terms have the meanings indicated:

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