Browse EX-10 agreements

Execution Version

AMENDMENT NO. 4 TO CREDIT AGREEMENT

This AMENDMENT NO. 4 TO CREDIT AGREEMENT, dated as of June 23, 2026 (this “Amendment”), is by and among ALCLEAR HOLDINGS, LLC (the “Borrower”), the other Loan Parties signatory hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as the administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms which are used in this Amendment without definition and which are defined in the Credit Agreement shall have the same meanings herein as in the Credit Agreement.

R E C I T A L S:

WHEREAS, the Borrower, the Loan Parties party thereto, the Administrative Agent and the Lenders have entered into that certain Credit Agreement, dated as of March 31, 2020 (as amended, amended and restated, supplemented or modified from time to time and in effect on the date hereof, the “Credit Agreement” and, as amended by this Amendment, the “Amended Credit Agreement”);

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Document

Exhibit 10.1

CREDIT AGREEMENT

Dated as of June 23, 2026

among

UPWORK INC.,

as the Borrower,

CERTAIN SUBSIDIARIES OF THE BORROWER PARTY HERETO,

as the Guarantors,

BANK OF AMERICA, N.A.,

as Administrative Agent, Swingline Lender and

L/C Issuer,

and

THE LENDERS PARTY HERETO

BOFA SECURITIES, INC. and

WELLS FARGO SECURITIES, LLC

as Joint Lead Arrangers and Joint Bookrunners

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TABLE OF CONTENTS

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Page

[Article I    

DEFINITIONS AND ACCOUNTING TERMS](#i5712677493ae4a0886920b188d39119e)

1

1.01    Defined Terms.

1

1.02    Other Interpretive Provisions.

30

1.03    Accounting Terms.

31

1.04    Rounding.

31

1.05    Times of Day.

32

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Exhibit 10.1

Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission.

EXECUTION VERSION

 

TERM LOAN CREDIT AGREEMENT

 

dated as of June 23, 2026

among

 

INTERNATIONAL FLAVORS & FRAGRANCES INC.

as the Company

 

THE LENDERS NAMED HEREIN

as Lenders

 

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Agent

 

WELLS FARGO SECURITIES, LLC,

BOFA SECURITIES, INC.,

COBANK, ACB,

DBS BANK LTD.,

BARCLAYS BANK PLC,

BNP PARIBAS SECURITIES CORP.,

CITIBANK, N.A.

and

JPMORGAN CHASE BANK, N.A.

as Joint Lead Arrangers and Joint Bookrunners

and

BANK OF AMERICA, N.A.,

COBANK, ACB,

DBS BANK LTD.,

BARCLAYS BANK PLC,

BNP PARIBAS,

CITIBANK, N.A.

and

JPMORGAN CHASE BANK, N.A.

as Co-Syndication Agents

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TABLE OF CONTENTS

 

 

Page

 

 

ARTICLE 1 Definitions and Accounting Terms

1

 

 

Section 1.01.

Certain Defined Terms

1

Section 1.02.

Computation of Time Periods

20

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Document

Execution Version

AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT

Dated as of June 23, 2026

among

HAYWARD INDUSTRIES, INC.,

as US Borrower,

HAYWARD POOL PRODUCTS CANADA, INC. / PRODUITS DE PISCINES HAYWARD CANADA, INC.,

as Canadian Borrower,

HAYWARD INTERMEDIATE, INC.,

as Holdings,

THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders,

BANK OF AMERICA, N.A.

as Administrative Agent, Issuing Bank and Swingline Lender,

BofA SECURITIES, INC., as Sole Bookrunner with respect to the Initial Revolving Facility,

BofA SECURITIES, INC.,

GOLDMAN SACHS BANK USA,

JPMORGAN CHASE BANK, N.A.,

MUFG BANK, LTD.,

TRUIST SECURITIES, INC.,

U.S. BANK NATIONAL ASSOCIATION

and

WELLS FARGO SECURITIES, LLC,

as Joint Lead Arrangers with respect to the Initial Revolving Facility,

BofA SECURITIES, INC.,

GOLDMAN SACHS BANK USA,

JPMORGAN CHASE BANK, N.A.,

MUFG BANK, LTD.,

TRUIST SECURITIES, INC.,

U.S. BANK NATIONAL ASSOCIATION,

and

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WELLS FARGO SECURITIES, LLC, as Joint Lead Arrangers and Joint Bookrunners with respect to the Initial Term Loans

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Exhibit 10.1

FIRST AMENDMENT TO TERM LOAN AGREEMENT

AND AGREEMENT REGARDING ADDITIONAL TERM LOANS

 

This FIRST AMENDMENT TO TERM LOAN AGREEMENT AND AGREEMENT REGARDING ADDITIONAL TERM LOANS (this “Agreement”) dated as of June 23, 2026, by and among NNN REIT, INC., a corporation formed under the laws of the State of Maryland (the “Borrower”), each of the existing Lenders party hereto providing an Additional Loan (as defined herein) (each an “Incremental Lender” and collectively, the “Incremental Lenders”), each of the other existing Lenders party hereto, and Wells Fargo Bank, National Association, as Administrative Agent (together with its successors and assigns, the “Administrative Agent”).

 

WHEREAS, the Borrower, the Lenders, the Administrative Agent and certain other parties have entered into that certain Term Loan Agreement dated as of December 17, 2025 (as in effect immediately prior to the effectiveness of this Agreement, the “Term Loan Agreement”);

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Exhibit 10.2

SECOND AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

 

This SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of June 23, 2026, by and among NNN REIT, Inc., a corporation formed under the laws of the State of Maryland (the “Borrower”), each of the Lenders party hereto, and Wells Fargo Bank, National Association, as Administrative Agent (together with its successors and assigns, the “Administrative Agent”).

 

WHEREAS, the Borrower, the Lenders, the Administrative Agent and certain other parties have entered into that certain Third Amended and Restated Credit Agreement dated as of April 16, 2024 (as amended and as in effect immediately prior to the effectiveness of this Amendment, the “Credit Agreement”); and

 

WHEREAS, the Borrower, the Lenders party hereto and the Administrative Agent desire to amend certain provisions of the Credit Agreement on the terms and conditions contained herein;

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of June 22, 2026, between Sharplink, Inc., a Delaware 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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June 22, 2026

 

SharplinkInc.

200 S. Biscayne Boulevard, Floor 20

Miami, Florida, 33131

 

Dear Mr. Chalom:

 

Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners, (“AGP” or the “Placement Agent”) as sole placement agent, and Sharplink , Inc., a Delaware corporation (the “Company”), that the Placement Agent shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of: (i) shares (the “Shares”) of common stock, par value $0.0001 per share (“Common Stock”) of the Company, and (ii) warrants (the “Warrants”) to purchase shares of Common Stock (the “Warrant Shares” and together with the Warrants and the Shares, the “Securities”). The Securities actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.” The terms of the Placement shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively,

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THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

 

PROMISSORY NOTE

Principal Amount: $200,000

Dated as of June 17, 2026

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AMENDED AND RESTATED 2020 EQUITY INCENTIVE PLAN

 

 

Originally Adopted by the Board of Directors:  April 16, 2020

Originally Approved by the Stockholders:  June 16, 2020

Amendment and Restatement Approved by the Board of Directors: April 20, 2021

Amendment and Restatement Approved by the Stockholders: June 17, 2021

Amendment and Restatement Approved by the Board of Directors: August 22, 2023

Amendment and Restatement Approved by the Stockholders: October 10, 2023

Amendment and Restatement Approved by the Board of Directors: April 19, 2024

Amendment and Restatement Approved by the Stockholders: June 24, 2024

Amendment and Restatement Approved by the Board of Directors: August 28, 2025

Amendment and Restatement Approved by the Stockholders: October 23, 2025

Amendment and Restatement Approved by the Board of Directors: April 23, 2026 Amendment and Restatement Approved by the Stockholders: June 22, 2026 

 

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Table of Contents

 

 

 

Page

 

 

 

 

 

 

1.

General

1

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AMENDED AND RESTATED 2011 EMPLOYEE STOCK PURCHASE PLAN

 

Adopted by the Board of Directors: January 5, 2011 Approved by the Stockholders: January 19, 2011

Amended and Restated by the Board of Directors: April 16, 2020 Approved by the Stockholders: June 16, 2020

Amended and Restated by the Board of Directors: April 19, 2024 Approved by the Stockholders: June 24, 2024

Amended and Restated by the Board of Directors: August 28, 2025 Approved by the Stockholders: October 23, 2025

Amended and Restated by the Board of Directors: April 23, 2026 Approved by the Stockholders: June 22, 2026 

 

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TABLE OF CONTENTS

 

 

 

Page

 

 

 

 

 

 

General.

1

 

 

 

Administration.

1

 

 

 

Shares of Common Stock Subject to the Plan.

2

 

 

 

Grant of Purchase Rights; Offering.

2

 

 

 

Eligibility.

2

 

 

 

Purchase Rights; Purchase Price.

3

 

 

 

Participation; Withdrawal; Termination.

3

 

 

 

Exercise of Purchase Rights.

4

 

 

 

Covenants of the company.

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Document

June 17, 2026

Matthew Friend Address on file with the Company

Re:    Transition

Dear Matt:

This letter memorializes our recent discussions and understanding regarding your transition and separation of employment from NIKE, Inc. (the “Company”).

1.    Transition and Separation. Your service as Executive Vice President and Chief Financial Officer and as an officer of the Company will continue through August 16, 2026, or such other date as shall be agreed between the parties hereto. Effective as of the date immediately following such date (the “Transition Date”) you will begin serving as an advisor to the President and Chief Executive Officer of the Company and shall be a non-executive employee of the Company in that role through September 4, 2026 (the “Separation Date”).

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