Browse EX-10 agreements

Agreed Form

INTELLECTUAL PROPERTY MATTERS AGREEMENT

This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”), dated as of October 1, 2026 (the “Effective Date”), is entered into by and among Modine Manufacturing Company, a Wisconsin corporation (“Company”), Platinum SpinCo Inc., a Delaware corporation (“SpinCo”) and Gentherm Incorporated, a Michigan corporation (“Gold” and, together with the Company and SpinCo, the “Parties,” and each, individually, a “Party”).

R E C I T A L S:

WHEREAS, the Company, Gold, and SpinCo are parties to that certain Separation Agreement, dated as of January 29, 2026 (the “Separation Agreement”), pursuant to which, subject to the terms and conditions set forth therein, the Company has agreed to transfer, and cause certain of its Subsidiaries to transfer, to the SpinCo Group, and SpinCo has agreed to accept and assume from the Company and such Subsidiaries, the SpinCo Assets and the SpinCo Liabilities (the “Separation”);

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TRANSITION SERVICES AGREEMENT

BY AND BETWEEN

MODINE MANUFACTURING COMPANY

AND

PLATINUM SPINCO INC.

DATED AS OF OCTOBER 1, 2026

TABLE OF CONTENTS

Page

Article I DEFINITIONS	1
Section 1.01 Definitions	1
Article II SERVICES	4
Section 2.01 Services	4
Section 2.02 Performance of Services	5
Section 2.03 Charges for Services	6
Section 2.04 Reimbursement for Out-of-Pocket Costs and Expenses	6

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SECOND AMENDED AND RESTATED SENIOR SECURED

REVOLVING CREDIT AGREEMENT

dated as of September 30, 2026

among

PBF HOLDING COMPANY LLC,

DELAWARE CITY REFINING COMPANY LLC,

PAULSBORO REFINING COMPANY LLC,

TOLEDO REFINING COMPANY LLC,

CHALMETTE REFINING, L.L.C.,

TORRANCE REFINING COMPANY LLC, and

MARTINEZ REFINING COMPANY LLC,

as Borrowers,

and

THE OTHER LOAN PARTIES PARTY HERETO,

as Loan Parties,

THE LENDERS PARTY HERETO,

BANK OF AMERICA, N.A.,

as Administrative Agent, Collateral Agent, and as Swingline Lender,

BANK OF AMERICA, N.A.,

BARCLAYS BANK PLC,

CITIBANK, N.A.,

MUFG BANK, LTD., and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Joint Lead Arrangers and Joint Bookrunners,

MIZUHO BANK, LTD.,

PNC BANK, NATIONAL ASSOCIATION,

SUMITOMO MITSUI BANKING CORPORATION,

TRUIST SECURITIES, INC., and

U.S. BANK NATIONAL ASSOCIATION,

as Joint Bookrunners,

FIFTH THIRD BANK,

FLAGSTAR BANK, N.A.,

GOLDMAN SACHS BANK USA,

M&T BANK,

COOPERATIVE RABOBANK U.A., NEW YORK BRANCH,

REGIONS BANK, and

THE BANK OF NOVA SCOTIA,

as Senior Managing Agents,

and,

…

TRANSITION SERVICES AGREEMENT

BY AND BETWEEN

MODINE MANUFACTURING COMPANY

AND

PLATINUM SPINCO INC.

DATED AS OF OCTOBER 1, 2026

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TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS			1
Section 1.01 Definitions			1
ARTICLE II SERVICES			4

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***Execution Version ***

**TAX MATTERS AGREEMENT **

**BY AND AMONG **

**MODINE MANUFACTURING COMPANY, **

**PLATINUM SPINCO INC., **

**AND **

**GENTHERM INCORPORATED **

**DATED AS OF OCTOBER 1, 2026 **

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**TABLE OF CONTENTS **

		Page
SECTION 1. DEFINITION OF TERMS			2

…

**Execution Version **

**TRADEMARK MATTERS AGREEMENT **

This TRADEMARK MATTERS AGREEMENT (this “Agreement”), dated as of October 1, 2026 (the “Effective Date”), is entered into by and between Platinum SpinCo Inc., a Delaware corporation (“Licensor”) and Modine Manufacturing Company, a Wisconsin corporation (“Licensee” and, together with Licensor, the “Parties,” and each, individually, a “Party”).

**R E C I T A L S: **

WHEREAS, Licensor, Licensee, and Gentherm Incorporated, a Michigan corporation (“Gold”) are parties to that certain Separation Agreement, dated as of January 29, 2026 (the “Separation Agreement”) pursuant to which Licensee has agreed to transfer (and to cause certain of its Subsidiaries to transfer) to the SpinCo Group, and SpinCo has agreed to accept and assume from Licensee (and such Subsidiaries), the SpinCo Assets and the SpinCo Liabilities (each as defined in the Separation Agreement) (the “Separation”), subject to the terms and conditions set forth therein; and

…

***Execution Version ***

**INTELLECTUAL PROPERTY MATTERS AGREEMENT **

This INTELLECTUAL PROPERTY MATTERS AGREEMENT (this “Agreement”), dated as of October 1, 2026 (the “Effective Date”), is entered into by and among Modine Manufacturing Company, a Wisconsin corporation (“Company”), Platinum SpinCo Inc., a Delaware corporation (“SpinCo”) and Gentherm Incorporated, a Michigan corporation (“Gold” and, together with the Company and SpinCo, the “Parties,” and each, individually, a “Party”).

R E C I T A L S:

WHEREAS, the Company, Gold, and SpinCo are parties to that certain Separation Agreement, dated as of January 29, 2026 (the “Separation Agreement”), pursuant to which, subject to the terms and conditions set forth therein, the Company has agreed to transfer, and cause certain of its Subsidiaries to transfer, to the SpinCo Group, and SpinCo has agreed to accept and assume from the Company and such Subsidiaries, the SpinCo Assets and the SpinCo Liabilities (the “Separation”);

…

**Execution Version **

FORM OF EMPLOYEE MATTERS AGREEMENT

BY AND AMONG

MODINE MANUFACTURING COMPANY,

PLATINUM SPINCO INC.,

AND GENTHERM INCORPORATED

DATED AS OF OCTOBER 1, 2026

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**TABLE OF CONTENTS **

| | | | | | | | | ----------------------------------------------------------- | - | -------------------------------------------------------------- | : | - | -: | - | | | | | | | | | | ARTICLE I DEFINITIONS | | | | | 1 | | | | | | | | | |

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PROMISSORY NOTE

THIS NOTE WAS ISSUED WITH “ORIGINAL ISSUE DISCOUNT” WITHIN THE MEANING OF SECTION 1272, ET SEQ. OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. UPON WRITTEN REQUEST, THE BORROWER WILL PROVIDE TO ANY LENDER (1) THE ISSUE PRICE AND DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE AND (3) THE ORIGINAL YIELD TO MATURITY OF THE NOTE. SUCH REQUEST SHOULD BE SENT TO BORROWER AT THE FOLLOWING ADDRESS: 9329 MARIPOSA ROAD, SUITE 210, HESPERIA, CALIFORNIA 92344.

October 1, 2026

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PROMISSORY NOTE

THIS NOTE WAS ISSUED WITH “ORIGINAL ISSUE DISCOUNT” WITHIN THE MEANING OF SECTION 1272, ET SEQ. OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. UPON WRITTEN REQUEST, THE BORROWER WILL PROVIDE TO ANY LENDER (1) THE ISSUE PRICE AND DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE AND (3) THE ORIGINAL YIELD TO MATURITY OF THE NOTE. SUCH REQUEST SHOULD BE SENT TO BORROWER AT THE FOLLOWING ADDRESS: 9329 MARIPOSA ROAD, SUITE 210, HESPERIA, CALIFORNIA 92344.

October 1, 2026

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AMENDMENT TO EMPLOYMENT AGREEMENT

This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of September 29, 2026, by and between Akari Therapeutics, Plc (the “Company”) and you, Abizer Gaslightwala (individually, a “Party,” and collectively, the “Parties”).

RECITALS

WHEREAS, the Parties entered into that certain letter agreement dated March 14, 2025 (the “Agreement”); and

WHEREAS, the Parties wish to modify the Agreement by offering Employee additional compensation and benefits; and

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and obligations hereinafter set forth, the Parties, intending to be legally bound, hereby agree as follows:

1. Amendment to Section 4, Compensation and Related Matters.

** **

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TAX RECEIVABLE AGREEMENT

by and among

ACCELEVATION HOLDINGS CORP.,

ACCELEVATION HOLDINGS LLC

and

THE OTHER PERSONS NAMED HEREIN

Dated as of September 30, 2026

TAX RECEIVABLE AGREEMENT

This TAX RECEIVABLE AGREEMENT(this “Agreement”), dated as of September 30, 2026, is hereby

entered into by and among Accelevation Holdings Corp., a Delaware corporation (“PubCo”), Accelevation

Holdings LLC, a Delaware limited liability company (“OpCo”), Instor Blocker, Inc., a Delaware corporation

(“Instor”), and each of the undersigned parties and the other persons who agree to become party to this Agreement

and who shall thereafter be listed on Schedule Aattached hereto from time to time (each a “Rights Holder” and

collectively, the “Rights Holders”).

RECITALS

WHEREAS, the Rights Holders directly or indirectly hold certain equity interests in OpCo (the “Units”) and/

or PubCo;

WHEREAS, OpCo is treated as a partnership for U.S. federal income tax purposes and PubCo is treated as a

corporation for U.S. federal income tax purposes;

…