Browse EX-10 agreements

Execution Version

 

REGISTRATION RIGHTS AGREEMENT

 

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 29, 2026, is entered into by and between FS KKR Capital Corp., a Maryland corporation (including its successors, the “Corporation”), and KKR Alternative Assets L.P., a Delaware limited partnership (the “Holder”).

 

ARTICLE I DEFINITIONS

 

Section 1.1           Definitions. The following terms shall have the meanings set forth in this Section 1.1:

 

“Closing” shall have the meaning ascribed to such term in the Purchase Agreement.

 

“Common Stock” means the Corporation’s common stock, par value $0.001 per share.

 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations promulgated by the SEC thereunder.

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AMERICAN EAGLE OUTFITTERS, INC.

AMENDED AND RESTATED

2023 STOCK AWARD AND INCENTIVE PLAN

Effective as of the Restated Effective Date (as defined below), the American Eagle Outfitters, Inc. 2023 Stock Award and Incentive Plan (as amended from time to time, the “Plan”) is hereby amended and restated as set forth below. The Plan was originally effective as of the Original Effective Date (as defined below). The Plan as amended and restated herein shall apply to all Awards (as defined below) granted under the Plan on or after the Restated Effective Date. Awards granted under the Plan prior to the Restated Effective Date shall continue to be governed by the terms of the Plan prior to amendment and restatement.

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Execution Version

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SECOND AMENDED AND RESTATED

ASSET REPRESENTATIONS REVIEW AGREEMENT

among

VERIZON MASTER TRUST, as Trust

CELLCO PARTNERSHIP d/b/a VERIZON WIRELESS, as Servicer

and

PENTALPHA SURVEILLANCE LLC, as Asset Representations Reviewer

Dated as of April 23, 2024

 

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TABLE OF CONTENTS

Page

 

ARTICLE I

USAGE AND DEFINITIONS

1

 

 

 

Section 1.1

Usage and Definitions

1

Section 1.2

Additional Definitions

1

Section 1.3

Review Materials and Test Definitions

2

 

 

 

ARTICLE II

ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER

3

 

 

 

Section 2.1

Engagement; Acceptance

3

Section 2.2

Confirmation of Status

3

 

 

 

ARTICLE III

ASSET REPRESENTATIONS REVIEW PROCESS

3

 

 

 

Section 3.1

Review Notices and Schedule of Tests

3

Section 3.2

Identification of Group Review Receivables

3

Section 3.3

Review Materials

4

Section 3.4

Performance of Reviews

4

Section 3.5

Review Reports

5

Section 3.6

Review Representatives

5

Section 3.7

Dispute Resolution

6

Section 3.8

Limitations on Review Obligations

6

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FORM OF

SERIES 2026-2 ACCOUNT CONTROL AGREEMENT

 

among

 

VERIZON MASTER TRUST, as Grantor

 

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Secured Party

 

and

 

U.S. BANK NATIONAL ASSOCIATION, as Financial Institution

 

Dated as of June 30, 2026

 

 

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TABLE OF CONTENTS

Page

 

ARTICLE I USAGE AND DEFINITIONS

1

Section 1.1

Usage and Definitions

1

 

 

 

ARTICLE II ESTABLISHMENT OF COLLATERAL ACCOUNTS

1

Section 2.1

Description of Accounts

1

Section 2.2

Account Changes

2

Section 2.3

Account Types

2

Section 2.4

Securities Accounts

2

Section 2.5

“Financial Assets” Election

3

 

 

 

ARTICLE III SECURED PARTY CONTROL

3

Section 3.1

Control of Collateral Accounts

3

Section 3.2

Investment Instructions

3

Section 3.3

Conflicting Orders or Instructions

3

 

 

 

ARTICLE IV SUBORDINATION OF LIEN; WAIVER OF SET-OFF

4

Section 4.1

Subordination of Lien; Waiver of Set-Off

4

 

 

 

ARTICLE V REPRESENTATIONS, WARRANTIES AND COVENANTS

4

Section 5.1

Financial Institution’s Representations and Warranties

4

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One Hamden Center

2319 Whitney Avenue, Suite 3B

Hamden, CT 06518

Tel 203 859 6800

Fax 203 949 9048

 

June 25, 2026

 

Troy Ingianni, CPA

 

Dear Troy,

 

We are pleased to confirm our offer of employment for the position of Chief Financial Officer, based in our Hamden, Connecticut office. In this challenging role, reporting directly to John Dillon, Chief Executive Officer, you will serve as a key member of the executive leadership team and be responsible for the Company’s cash management, financial planning and analysis, risk management, and overall financial strategy. You will optimize cash flow, ensure regulatory compliance, and provide strategic financial leadership and actionable insights to support the Company’s continued growth and scalability.

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THIRD AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

THIS THIRD AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”), is made as of June 29, 2026 by and between Tenax Therapeutics, Inc., a Delaware corporation, with its principal place of business in North Carolina (the “Company”), and Stuart Rich, MD (the “Executive”). The Company and Executive are sometimes referred to herein each as a “Party” and collectively as the “Parties.”

W I T N E S S E T H:

WHEREAS, the Company and the Executive previously entered into that certain Executive Employment Agreement dated on or about January 15, 2021, as amended on June 12, 2024 and January 6, 2026, whereby the Company employed the Executive as its Chief Medical Officer (the “Employment Agreement”);

WHEREAS, the Company and the Executive wish to amend the Employment Agreement pursuant to this Amendment; and

WHEREAS, the Parties expressly intend that this Amendment shall be a writing intended to be an amendment, modification and/or supplement to the Employment Agreement.

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FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”), is made as of June 29, 2026 by and between Tenax Therapeutics, Inc., a Delaware corporation, with its principal place of business in North Carolina (the “Company”), and Thomas R. Staab, II (the “Executive”). The Company and Executive are sometimes referred to herein each as a “Party” and collectively as the “Parties.”

W I T N E S S E T H:

WHEREAS, the Company and the Executive previously entered into that certain Executive Employment Agreement dated on or about April 9, 2026, whereby the Company employed the Executive as its Chief Financial Officer (the “Employment Agreement”);

WHEREAS, the Company and the Executive wish to amend the Employment Agreement pursuant to this Amendment; and

WHEREAS, the Parties expressly intend that this Amendment shall be a writing intended to be an amendment, modification and/or supplement to the Employment Agreement.

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FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”), is made as of June 29, 2026 by and between Tenax Therapeutics, Inc., a Delaware corporation, with its principal place of business in North Carolina (the “Company”), and Christopher Thomas Giordano (the “Executive”). The Company and Executive are sometimes referred to herein each as a “Party” and collectively as the “Parties.”

W I T N E S S E T H:

WHEREAS, the Company and the Executive previously entered into that certain Executive Employment Agreement dated on or about July 6, 2021, whereby the Company employed the Executive as its Chief Executive Officer (the “Employment Agreement”);

WHEREAS, the Company and the Executive wish to amend the Employment Agreement pursuant to this Amendment; and

WHEREAS, the Parties expressly intend that this Amendment shall be a writing intended to be an amendment, modification and/or supplement to the Employment Agreement.

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AMENDMENT NO. 1 TO NINTH AMENDED AND RESTATED CREDIT AGREEMENT

 

AMENDMENT NO. 1 TO NINTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of June 29, 2026, by and among GCI, LLC (the “Borrower”), the Subsidiary Guarantors, Ventures Holdco, LLC, Credit Agricole Corporate and Investment Bank, as administrative agent (in such capacity, the “Administrative Agent”), the 2026 Incremental Term A-1 Lender (as defined below), the 2026 Incremental Term A-2 Lender (as defined below), the 2026 Incremental Revolving Lender (as defined below) and the 2026 Incremental Issuing Bank (as defined below).

 

W I T N E S S E T H :

 

WHEREAS, the Borrower, the Lenders from time to time party thereto and the Administrative Agent, among others, are parties to that certain Ninth Amended and Restated Credit Agreement, dated as of March 25, 2025 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”);

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UNITED THERAPEUTICS CORPORATION 2026 STOCK INCENTIVE PLAN

 

(effective June 26, 2026)

  

1.            General

 

(a)            Successor to and Continuation of Prior Plan. This United Therapeutics Corporation 2026 Stock Incentive Plan is intended as the successor to and continuation of the United Therapeutics Corporation Amended and Restated 2015 Stock Incentive Plan (the “Prior Plan”). From and after the receipt of shareholder approval of this Plan on June 26, 2026 (the “Effective Date”), no additional awards may be granted under the Prior Plan. All awards granted under the Prior Plan will remain subject to the terms of the Prior Plan.

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Document

Exhibit 10.1

EXECUTION VERSION

ASSIGNMENT, ASSUMPTION AND TERMINATION AGREEMENT

This ASSIGNMENT, ASSUMPTION AND TERMINATION AGREEMENT (this "Agreement"), dated as of June 25, 2026 is made and entered into by and among MediaAlpha, Inc., a Delaware corporation (the "Purchaser"), and each of Insignia QL Holdings, LLC, a Delaware limited liability company, and Insignia A QL Holdings, LLC, a Delaware limited liability company (each, a "Seller" and collectively, the "Sellers"). Capitalized terms that are used but not defined in this Agreement have the meanings specified in that certain Tax Receivable Agreement, dated as of October 27, 2020 (as amended, the "TRA"), by and among the Purchaser, QL Holdings LLC, the Sellers and certain other parties thereto, as amended by First Amendment to Tax Receivables Agreement, dated as of October 1, 2023, by and among the Purchaser, White Mountains Insurance Group, LTD, Tony Broglio and Tigran Sinanyan.

W I T N E S S E T H:

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Document

Exhibit 10.1

TWELFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

TWELFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of June 24, 2026, among MERITAGE HOMES CORPORATION, a Maryland corporation (the “Borrower”), MIZUHO BANK, LTD., as assignee from JPMorgan Chase Bank, N.A., as administrative agent on behalf of the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”), and the Lenders party hereto.

RECITALS:

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