Browse EX-10 agreements

TRANSITION AND SEPARATION AGREEMENT AND GENERAL RELEASE

This Transition and Separation Agreement and General Release (the “Agreement”) is entered into by and between Jeffrey Liaw (“Executive”) and Copart, Inc. (the “Company” or “Copart”).

1. Separation Date. The parties agree that Executive’s last day of employment with the Company will be July 31, 2027, except as otherwise provided herein (such last date of employment, whether on July 31, 2027 or as otherwise provided herein, the “Separation Date”). As of the Separation Date, Executive shall not be, nor hold Executive out as, an employee, agent, member, or other representative of the Company or any other Company Entity (as defined below). Executive will receive Executive’s final paycheck on the Separation Date. Executive’s final paycheck will include payment for all wages Executive earned through the Separation Date. The Company shall pay Executive for the Executive’s accrued unused vacation days, if any, minus applicable deductions and withholding, on the Company’s first regularly scheduled payr

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OMNIBUS AMENDMENT TO AWARD AGREEMENTS UNDER THE COPART, INC. 2007 EQUITY INCENTIVE PLAN

This Omnibus Amendment (this “Amendment”) to the Stock Option Award Agreement, dated as of March 9, 2021 (the “2021 Stock Option Award Agreement”), the Stock Option Award Agreement, dated as of April 1, 2022 (the “2022 Stock Option Award Agreement,” and together with the 2021 Stock Option Award Agreement, the “Stock Option Award Agreements”) and the Restricted Stock Unit Award Agreement, dated as of April 1, 2022 (the “RSU Award Agreement”, and collectively with the Stock Option Award Agreements, the “Award Agreements”) under the Copart, Inc. 2007 Equity Incentive Plan, as amended and restated (as may be further amended or amended and restated from time to time, the “Plan”), in each case, by and between Copart, Inc., a Delaware corporation (the “Company”), and Jeffrey Liaw (the “Participant”), is made effective as of June 25, 2026. Capitalized terms not defined herein have the meaning ascribed thereto in the Plan or the Award Agreeme

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171 Oyster Point Boulevard, Suite 500

South San Francisco, CA 94080  

June 18, 2026

 

Eric Hyllengren

 

 

Dear Eric:

 

On behalf of Tenaya Therapeutics, Inc. (“Tenaya” or the “Company”), I am pleased to invite you to join the Company as Chief Financial Officer, reporting to the Company’s Chief Executive Officer. Your primary work location will be Thousand Oaks, California. In this position, you will be an integral member of the Tenaya team and contribute to building a great company. We look forward to the possibility of your joining our Company.

 

Below are details of the compensation and benefits program we are offering as part of your employment with Tenaya, as well as other terms of your employment. Should you have questions regarding any part of this offer, or wish to receive additional details, please let us know.

 

Your annual salary will be $490,000.00, less payroll deductions and all required withholdings, paid biweekly over the calendar year.

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REGISTRATION RIGHTS AND LOCK-UP AGREEMENT

THIS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with its terms, this “Registration Rights & Lock-Up Agreement”), dated as of [______], 2026, is made and entered into by and among:

(i) Talawar Tx Inc., a Delaware corporation (the “PubCo”);

(ii) JATT II Acquisition Corp., a Cayman Islands exempted company (“JATT”);

(iii) JATT Ventures II L.P., a Cayman Islands exempted limited partnership (the “Sponsor”); and

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STOCKHOLDER SUPPORT AGREEMENT

This STOCKHOLDER SUPPORT AGREEMENT is made and entered into as of June 29, 2026 (this “Agreement”), by and among JATT II Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands (“JATT”), Talawar Tx Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company, whose names appear on the signature pages of this Agreement (each a “Stockholder” and, collectively, the “Stockholders”).

WHEREAS, JATT, the Company and Talawar Merger Sub, a Cayman Islands exempted company (“Merger Sub”) propose to enter into, contemporaneously herewith, that certain Business Combination Agreement, dated as of the date hereof (the “BCA”; terms used but not defined in this Agreement shall have the meanings ascribed to them in the BCA); and

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INDIVIDUAL SUBSCRIPTION AGREEMENT

June 29, 2026

Talawar Tx Inc.

40 West 57th Street, 28th Floor

New York, NY 10019

Ladies and Gentlemen:

In connection with the proposed business combination (the “Transaction”) among JATT II Acquisition Corp, a Cayman Islands exempted company (“JATT”), Talawar Tx Inc., a Delaware corporation (the “Company”), and Talawar Merger Sub, a Cayman Islands exempted company and a wholly owned Subsidiary of the Company (“Merger Sub”), in connection with that certain Business Combination Agreement by and among JATT, the Company and Merger Sub, dated as of June 29, 2026 (as it may be amended, restated and/or supplemented from time to time in accordance with its terms, the “Transaction Agreement”), the Company is seeking commitments to purchase shares of the Company’s Common Stock, par value $0.00001 per share (the “Common Stock”), for a purchase price of $10.00 per share (the “Purchase Price”), in a private placement to be consummated by the Company immediately prior to or substantially concurrently with the clo

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SPONSOR SUPPORT AGREEMENT

This SPONSOR SUPPORT AGREEMENT is made and entered into as of June 29, 2026 (this “Agreement”), by and between JATT Ventures II L.P., a Cayman Islands exempted limited partnership (“Sponsor”) and Talawar Tx Inc., a Delaware corporation (the “Company”).

WHEREAS, JATT II Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands (“JATT”), the Company and Talawar Merger Sub, a Cayman Islands exempted company (“Merger Sub”) propose to enter into, contemporaneously herewith, that certain Business Combination Agreement, dated as of the date hereof (the “BCA”; terms used but not defined in this Agreement shall have the meanings ascribed to them in the BCA); and

WHEREAS, as of the date hereof, Sponsor owns beneficially and of record 1,800,000 JATT Shares (the “Sponsor Shares”).

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto hereby agree as follows:

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SUBSCRIPTION AGREEMENT

June 29, 2026

Talawar Tx Inc.

40 West 57th Street, 28th Floor

New York, NY 10019

Ladies and Gentlemen:

In connection with the proposed business combination (the “Transaction”) among JATT II Acquisition Corp, a Cayman Islands exempted company (“JATT”), Talawar Tx Inc., a Delaware corporation (the “Company”), and Talawar Merger Sub, a Cayman Islands exempted company and a wholly owned Subsidiary of the Company (“Merger Sub”), in connection with that certain Business Combination Agreement by and among JATT, the Company and Merger Sub, dated as of June 29, 2026 (as it may be amended, restated and/or supplemented from time to time in accordance with its terms, the “Transaction Agreement”), the Company is seeking commitments to purchase shares of the Company’s Common Stock, par value $0.00001 per share (the “Common Stock”), for a purchase price of $10.00 per share (the “Purchase Price”), in a private placement to be consummated by the Company immediately prior to or substantially concurrently with the closing of the

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SUPPORT AGREEMENT

 

This support agreement (this “Agreement”) is dated June 28, 2026, and is among Rocket Lab Corporation, a Delaware corporation (“Parent”), and the stockholders of Iridium Communications Inc., a Delaware corporation (the “Company”), listed on the signature pages hereto (each, a “Stockholder” and, collectively, the “Stockholders”).

 

Recitals

 

A.            The Stockholders Own certain shares of Company Common Stock.

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STRICTLY CONFIDENTIAL

EXECUTION COPY

 

 

 

CREDIT AGREEMENT

 

dated as of June 24, 2026

 

among

 

PVH CORP., as U.S. Borrower,

 

CERTAIN SUBSIDIARIES OF PVH CORP. FROM TIME TO TIME PARTY HERETO,

as Borrowers,

 

VARIOUS LENDERS,

 

BANK OF AMERICA, N.A.,

as Administrative Agent,

 

JPMORGAN CHASE BANK, N.A.,

as Syndication Agent

 

and

 

BARCLAYS BANK PLC, CITIBANK, N.A., GOLDMAN SACH BANK USA,

MIZUHO BANK, LTD., TRUIST BANK, STANDARD CHARTERED BANK,

BNP PARIBAS, DBS BANK LTD., HSBC BANK USA, NATIONAL ASSOCIATION,

DEUTSCHE BANK AG NEW YORK BRANCH and THE BANK OF NOVA SCOTIA, as Documentation Agents

 

 

 

BofA SECURITIES, INC., JPMORGAN CHASE BANK, N.A., BARCLAYS BANK PLC, CITIBANK, N.A., GOLDMAN SACH BANK USA and MIZUHO BANK, LTD., as Joint Lead Arrangers,

 

and

 

BofA SECURITIES, INC., JPMORGAN CHASE BANK, N.A., BARCLAYS BANK PLC, CITIBANK, N.A., GOLDMAN SACH BANK USA and MIZUHO BANK, LTD., as Joint Lead Bookrunners

 

Credit Facilities

 

 

 

 

 

 

TABLE OF CONTENTS

 

 

Page

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NON-BINDING OFFER FOR THE ACQUISITION OF THE DC MALPICA A

I 300 MW READY-TO-BUILD DATA CENTER PROJECT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

TABLE OF CONTENTS

Introduction and Transaction Overview

Project Description

Site and Land Rights

Corporate Structure

Permitting and Regulatory Status

Energy Concept and Utilities

Connectivity and Fiber

Development Status and Key Milestones

Transaction Structure

Conditions and Closing Milestones

Representations and Warranties (High Level)

Exclusivity

Confidentiality

Governing Law and Jurisdiction

Next Steps

Execution

 

 

 

 

 

 

 

 

 

 

 

2

 

 

 

Introduction and Transaction Overview

This Non-Binding Offer (“NBO”) is issued between:

 

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STANDSTILL AGREEMENT

 

This Standstill Agreement (this “Agreement”) is made and entered into as of the date of the last signature hereto (the “Effective Date”), by and among EdgeMode, Inc., a Nevada corporation (the “Company”), and each of the lenders identified on the signature pages hereto (each, a “Lender” and collectively, the “Lenders”).

 

RECITALS

 

WHEREAS, each Lender has previously purchased from the Company one or more convertible promissory notes (each, a “Note”), the details of which are set forth on Schedule A attached hereto;

 

WHEREAS, the Company is seeking to refinance the indebtedness evidenced by the Notes;

 

WHEREAS, in order to facilitate such refinancing, each Lender has agreed to a temporary standstill with respect to certain rights under the applicable Note(s); and

 

WHEREAS, the parties desire to set forth the terms and conditions of such standstill.

 

AGREEMENT

 

1.  Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the applicable Note.

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