Browse EX-10 agreements

CONFIDENTIAL

 

June 29, 2026

 

Ares Acquisition Corporation III

c/o Ares Management LLC

245 Park Avenue, 44th Floor

New York, NY 10167

Attn: David B. Kaplan

 

Re:        Engagement of Services

 

Dear Mr. Kaplan:

 

This will confirm the basis upon which Ares Acquisition Corporation III (“Client”) has engaged Ares Management Capital Markets LLC (“AMCM”) (collectively, with the Client, the “Parties”), to provide consulting and advisory services (the “Engagement”), including in connection with Client’s initial public offering (“IPO”) of its securities (the “Transaction”). In connection with the Engagement, AMCM will: (i) review the deal structure and terms and related structuring advice related to the Transaction; and (ii) assist Client with selecting underwriters for the Transaction.

…

June 29, 2026

 

Ares Acquisition Corporation III c/o Ares Management LLC 245 Park Avenue, 44th Floor New York, NY 10167

 

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”) entered into by and among Ares Acquisition Corporation III, a Cayman Islands exempted company (the “Company”), and J.P. Morgan Securities LLC and Jefferies LLC, as representatives (the “Representatives”) of the several underwriters named in such Underwriting Agreement (together, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 39,675,000 of the Company’s units (including up to 5,175,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-tenth of one redeemable warrant. Each whole warrant (each, a

…

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

 

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated June 29, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Ares Acquisition Corporation III, a Cayman Islands exempted company (the “Company”), and Ares Acquisition Holdings III LP, a Cayman Islands exempted limited partnership, acting through its general partner, Ares Acquisition Holdings III (the “Purchaser”).

…

Execution Version

 

 

Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request.

 

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(a)(6). Such excluded information is not material and is the type that the registrant treats as private or confidential.

 

TRANSITION SERVICES AGREEMENT

 

 

dated as of

 

 

June 30, 2026

 

 

between

 

S&P Global Inc.

 

and

 

MOBILITY GLOBAL INC.

 

 

 

TABLE OF CONTENTS

 

Page

 

Article 1 Definitions

 

Section 1.01 .

Definitions

1

Section 1.02 .

Other Definitional and Interpretative Provisions

2

 

 

Article 2 Purchase and Sale of Services

 

Section 2.01 .

Provision and Receipt of Services

3

Section 2.02 .

Termination of Services

4

Section 2.03 .

Service Provider Affiliates and Third-Party Providers

5

Section 2.04 .

Third-Party Licenses and Consents

5

…

Execution Version

 

Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request. 

 

EMPLOYEE MATTERS AGREEMENT

 

 

by and between

 

S&P GLOBAL INC.

 

and

 

MOBILITY GLOBAL INC.

 

Dated as of June 30, 2026

 

 

 

TABLE OF CONTENTS

 

Page

 

Article 1

Definitions

 

Section 1.01.

Definitions

1

Section 1.02.

Other Definitional and Interpretive Provisions

7

 

 

 

Article 2

General Allocation of Liabilities; Indemnification

 

Section 2.01.

Allocation of Employee-Related Liabilities

9

Section 2.02.

Indemnification

9

Section 2.03.

No Duplicate Reimbursements

9

 

 

 

Article 3

Employees; Employee Agreements

 

Section 3.01.

Transfers of Employment

10

Section 3.02.

Transfer of Delayed Transfer SpinCo Employees

10

Section 3.03.

Employee Agreements

11

Section 3.04.

Assignment of Specified Rights

11

Section 3.05.

Sponsored SpinCo Employees

12

Section 3.06.

…

Execution Version

 

Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request.

 

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(a)(6). Such excluded information is not material and is the type that the registrant treats as private or confidential.

 

TAX MATTERS AGREEMENT

 

 

between

 

S&P Global Inc.,

 

on behalf of itself and the members of the SPGl Group

 

and

 

Mobility Global Inc.,

 

on behalf of itself and the members of the SpinCo Group

 

 

Dated as of June 30, 2026

 

 

 

TABLE OF CONTENTS

 

Page

 

Section 1.

Definitions and Interpretation

1

Section 2.

Sole Tax Sharing Agreement

9

Section 3.

Allocation of Taxes

9

Section 4.

Preparation and Filing of Tax Returns

12

Section 5.

Apportionment of Earnings and Profits and Tax Attributes

14

Section 6.

…

Exhibit 10.2 

Execution Version

Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request.

 

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(a)(6). Such excluded information is not material and is the type that the registrant treats as private or confidential.

 

TAX MATTERS AGREEMENT

 

between

 

S&P Global Inc.,

 

on behalf of itself and the members of the SPGl Group

 

and

Mobility Global Inc.,

 

on behalf of itself and the members of the SpinCo Group

 

Dated as of June 30, 2026

 

 

 

 

TABLE OF CONTENTS

 

 

 

 

 

Page

Section 1.

Definitions and Interpretation

1

Section 2.

Sole Tax Sharing Agreement

9

Section 3.

Allocation of Taxes

9

Section 4.

Preparation and Filing of Tax Returns

12

Section 5.

Apportionment of Earnings and Profits and Tax Attributes

14

Section 6.

…

Execution Version

 

Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request.

 

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(a)(6). Such excluded information is not material and is the type that the registrant treats as private or confidential.

 

TRANSITION SERVICES AGREEMENT

 

dated as of

 

June 30, 2026

 

between

 

S&P Global Inc.

 

and

 

MOBILITY GLOBAL INC.

 

 

 

 

TABLE OF CONTENTS

 

 

 

Page

 

 

Article 1

 

Definitions

 

 

 

Section 1.01 . Definitions

1

Section 1.02 . Other Definitional and Interpretative Provisions

2

 

 

Article 2

 

Purchase and Sale of Services

 

 

 

Section 2.01 . Provision and Receipt of Services

3

Section 2.02 . Termination of Services

4

Section 2.03 . Service Provider Affiliates and Third-Party Providers

5

…

Execution Version

Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request.

 

EMPLOYEE MATTERS AGREEMENT

by and between

 

S&P GLOBAL INC.

 

and

 

MOBILITY GLOBAL INC.

 

Dated as of June 30, 2026

 

 

 

TABLE OF CONTENTS

 

Page

 

Article 1

 

Definitions

 

 

 

Section 1.01.

Definitions

1

Section 1.02.

Other Definitional and Interpretive Provisions

7

 

 

 

Article 2

 

General Allocation of Liabilities; Indemnification

 

 

 

Section 2.01.

Allocation of Employee-Related Liabilities

9

Section 2.02.

Indemnification

9

Section 2.03.

No Duplicate Reimbursements

9

 

 

 

Article 3

 

Employees; Employee Agreements

 

 

 

Section 3.01.

Transfers of Employment

10

Section 3.02.

Transfer of Delayed Transfer SpinCo Employees

10

Section 3.03.

Employee Agreements

11

Section 3.04.

Assignment of Specified Rights

11

Section 3.05.

Sponsored SpinCo Employees

12

…

Exhibit 10.47 

 

FIFTEENTH AMENDMENT TO CREDIT AGREEMENT

 

FIFTEENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of June 30, 2026by and among CAREVIEW COMMUNICATIONS, INC., a Nevada corporation (“Holdings”), CAREVIEW COMMUNICATIONS, INC., a Texas corporation and a wholly owned subsidiary of Holdings (the “Borrower”), CAREVIEW OPERATIONS, L.L.C., a Texas limited liability company (the “Subsidiary Guarantor”), PDL INVESTMENT HOLDINGS, LLC (as assignee of PDL BioPharma, Inc.), a Delaware limited liability company (both in its capacity as the lender (“Lender”) and in its capacity as Agent (solely in such capacity as Agent, the “Agent”)) under the Credit Agreement (as defined below), and Steven G. Johnson and Dr. James R. Higgins (each, an individual, for the purpose of acknowledging and agreeing to this Amendment in their collective capacity as the Tranche Three Lender under the Credit Agreement).

 

RECITALS

…

OPTION TO LEASE REAL PROPERTY

 

Effective as of July 1, 2026 (the “Effective Date”), Range Sky View Land, LLC, an Ohio limited liability company (“Landlord”) hereby grants to Time Complexity Appalachia, LLC, a West Virginia limited liability company (“Tenant”) an option to lease portions of the Property (as defined below) upon the terms and conditions set forth in this Option to Lease Real Property (this “Agreement”). Each of Landlord and Tenant shall individually be referred to as a “Party” and together as the “Parties” to this Agreement.

 

RECITALS:

 

A. Landlord is the owner of the real property containing approximately 9,000 acres of contiguous surface at the Fola mine site in Clay and Nicholas Counties, West Virginia, less the Excluded Land (as defined below) (the “Property”). For clarification purposes, the definition of “Property” shall not include “Excluded Land”.

…

OPERATING AGREEMENT

OF

TIME COMPLEXITY APPALACHIA, LLC

THE INTERESTS CREATED BY THIS AGREEMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR WITH THE SECURITIES AUTHORITIES OF ANY STATE UNDER ANY STATE SECURITIES LAWS. AS A CONSEQUENCE, THE INTERESTS MAY NOT BE SOLD, ASSIGNED, CONVEYED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED BY A HOLDER THEREOF EXCEPT: (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT REGISTERING THE INTERESTS UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS, OR (2) PURSUANT TO AN OPINION OF COUNSEL WHICH HAS BEEN OBTAINED BY SUCH HOLDER AND WHICH IS SATISFACTORY TO THE MEMBERS OR PURSUANT TO SUCH OTHER EVIDENCE WHICH HAS BEEN OBTAINED BY THE HOLDER AND WHICH IS SATISFACTORY TO THE MEMBERS THAT SUCH REGISTRATION UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED FOR SUCH HOLDER TO LAWFULLY EFFECT SUCH SUBSEQUENT SALE, ASSIGNMENT, CONVEYANCE, PLEDGE, HYPOTHECATION OR OTHER TRANSFER. INVE

…