Browse EX-10 agreements

DIRECTOR NOMINATION AGREEMENT

THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into

as of September 29, 2026, by and among (a) Accelevation Holdings Corp., a Delaware corporation (the

“Company”), (b) Accelevation Pubco Holdings LP, a Delaware limited partnership (“Pubco Holdings”),

(c) Accelevation Investment Holdings LLC, a Delaware limited liability company (“Investment

Holdings”), (d) Olympus Growth Fund VIII Parallel L.P., a Delaware limited partnership, Olympus

Growth Fund VIII LP, a Delaware limited partnership, and OGP VIII, LLC, a Delaware limited liability

company (collectively and, together with Pubco Holdings and Investment Holdings, “Olympus”) and (e)

Michael Rubiera (the “Founder Stockholder” and, together with Olympus, the “Nominating Parties”).

This Agreement shall become effective (the “Effective Date”) upon the closing of the Company’s

proposed initial public offering (the “IPO”) of shares of its Common Stock (as defined below).

WHEREAS, as of the date hereof, Olympus Beneficially Owns (as defined below) a majority of

…

1Note to Draft: Bracketed language to be included for officers and non-Olympus affiliated directors.

2Note to Draft: Bracketed language to be included for Olympus affiliated directors.

Exhibit 10.5

FORM OF

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into

as of [       ], 202[       ], between Accelevation Holdings Corp., a Delaware corporation (the

“Company”), and [        ] (the “Indemnitee”). Capitalized terms used but not otherwise defined

herein shall have the meaning set forth in Section 14hereof.

WHEREAS, highly competent persons have become more reluctant to serve corporations

as directors or officers or in other capacities unless they are provided with adequate protection

through insurance or adequate indemnification against inordinate risks of claims and actions

against them arising out of their service to and activities on behalf of the corporation;

WHEREAS, the Amended and Restated Bylaws of the Company (as amended, restated,

…

EXCHANGE AGREEMENT

This EXCHANGE AGREEMENT (as it may be amended from time to time in accordance with

the terms hereof, this “Agreement”), dated as of September 30, 2026 and effective as of immediately prior

to the consummation of the IPO (the “Effective Time”), is made by and among Accelevation Holdings

Corp., a Delaware corporation (“Pubco”), Instor Blocker, Inc. (“Blocker”), Accelevation Holdings LLC, a

Delaware limited liability company (the “Company”), and Accelevation Investment Holdings LLC, a

Delaware limited liability company (the “Member”).

WHEREAS, in connection with the initial public offering (the “IPO”) of shares of Class A

common stock, par value $0.0001 per share, of Pubco (“Class A Common Stock”), Pubco intends to

consummate the transactions described in the Registration Statement on Form S-1, as amended

(Registration No. 333-298715), initially filed by Pubco with the U.S. Securities and Exchange

Commission on September 2, 2026;

WHEREAS, immediately following the IPO, the Member owns the number of Series B Units of

…

_______________________________________

ACCELEVATION HOLDINGS LLC

LIMITED LIABILITY COMPANY AGREEMENT

_______________________________________

Dated as of September 30, 2026

THE UNITS ISSUED PURSUANT TO THIS LIMITED LIABILITY COMPANY AGREEMENT

HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR

UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH UNITS MAY NOT BE SOLD,

TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME

WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR AN EXEMPTION

THEREFROM, AND COMPLIANCE WITH THE OTHER RESTRICTIONS ON TRANSFERABILITY

SET FORTH HEREIN.

CERTAIN UNITS MAY ALSO BE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER

SET FORTH HEREIN AND/OR IN A SEPARATE AGREEMENT WITH THE INITIAL HOLDER OF

SUCH UNITS. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER OF

SUCH UNITS UPON WRITTEN REQUEST TO THE COMPANY AND WITHOUT CHARGE.

i

TABLE OF CONTENTS

…

1

Exhibit 10.6

ACCELEVATION HOLDINGS CORP.

OMNIBUS INCENTIVE PLAN

ARTICLE I

PURPOSE

The purpose of this Accelevation Holdings Corp. Omnibus Incentive Plan (this “Plan”) is

to promote the success of the Company’s business for the benefit of its stockholders by enabling

the Company to offer Eligible Individuals cash and stock-based incentives in order to attract,

retain, and reward such individuals and strengthen the mutuality of interests between such

individuals and the Company’s stockholders. This Plan is effective as of the date set forth in

Article XIV.

ARTICLE II

DEFINITIONS

For purposes of this Plan, the following terms shall have the following meanings:

2.1“Affiliate”means a corporation or other entity controlled by, controlling, or

under common control with the Company. The term “control” (including, with correlative

meaning, the terms “controlled by” and “under common control with”), as applied to any Person,

…

---

Certain portions of this document have been omitted pursuant to Items 601(b)(10)(vi) of Regulation S-K and, where applicable, have been marked with “[***]” to indicate where omissions have been made. A copy of any omitted portion will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.

THIRD AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT

…

---

Exhibit 10.2

FIRST AMENDMENT TO

NON-RECOURSE CARVEOUT GUARANTY AGREEMENT

THIS FIRST AMENDMENT TO NON-RECOURSE CARVEOUT GUARANTY AGREEMENT, dated as of September 28, 2026 (this “Amendment”), is entered into by KENNEDY LEWIS CAPITAL COMPANY, a Delaware statutory trust (the “Limited Guarantor”), in favor of (a) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as collateral agent (as successor in interest to STATE STREET BANK AND TRUST COMPANY, together with its successors and assigns in such capacity, the “Collateral Agent”) for and on behalf of the Secured Parties (as defined in the Credit Agreement referred to below), (b) GS ASL LLC and its affiliates that are successors and assigns, as Administrative Agent (as defined in the Credit Agreement referred to below), (c) GOLDMAN SACHS BANK USA as Lender, Syndication Agent and Calculation Agent (each as defined in the Credit Agreement referred to below) and (d) the Lenders party to the Credit Agreement (as defined below).

R E C I T A L S

…

AMENDMENT NO. 3 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

AMENDMENT NO. 3, dated as of October 1, 2026 (this “Amendment”), by and among Open Text Inc. (“OTI”) and Open Text Corporation (“OTC”), as Borrowers (collectively, the “Borrowers” and each, a “Borrower”), the Guarantors party hereto (the “Guarantors”), the Swing Line Lender, the Documentary Credit Lender, each of the other Lenders party hereto and Barclays Bank PLC, as Administrative Agent and Collateral Agent (the “Administrative Agent”).

W I T N E S S E T H:

…

**Execution Version **

FIRST AMENDMENT TO CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of October 1, 2026 (this “Amendment”), is by and among SOLARIS ENERGY INFRASTRUCTURE, LLC,** a Delaware limited liability company (the “Borrower”), SOLARIS ENERGY INFRASTRUCTURE, INC., **a Delaware corporation (“Parent”), the Subsidiary Guarantors party hereto (together with the Borrower, collectively, the “Loan Parties”), the Lenders and L/C Issuers party hereto and **MUFG BANK, LTD. **as Administrative Agent (in such capacity, “Administrative Agent”).

RECITALS:

The Parent, Borrower, the Administrative Agent, the Lenders and the other parties from time to time party thereto are party to that certain Credit Agreement, dated as of May 12, 2026 (the “Original Agreement”, and the Original Agreement, as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, including pursuant to this Amendment, the “Credit Agreement”);

…

FOURTH AMENDMENT AGREEMENT

This FOURTH AMENDMENT AGREEMENT (this “Amendment”) is made as of the 29th day of September, 2026 among:

(a) UNIVERSAL MANAGEMENT SERVICES, INC., a Michigan corporation (“Universal Management”);

(b) each Affiliate (as defined in the Credit Agreement, as hereinafter defined) of Universal Management party to the Credit Agreement as a borrower (each such Affiliate, together with Universal Management, collectively, the “Borrowers” and, individually, each a “Borrower”);

(c) the Lenders, as defined in the Credit Agreement, as hereinafter defined; and

(d) KEYBANK NATIONAL ASSOCIATION, as the administrative agent for the Lenders under the Credit Agreement (the “Administrative Agent”).

WHEREAS, the Borrowers, the Administrative Agent and the Lenders are parties to that certain Credit and Security Agreement, dated as of November 27, 2018 (as amended and as the same may from time to time be further amended, restated or otherwise modified, the “Credit Agreement”);

…

​

Exhibit 10.4

PLEDGE AGREEMENT

THIS PLEDGE AGREEMENT (this “Pledge Agreement”), dated as of September 28, 2026, is made by GRAND CANYON EDUCATION, INC., a Delaware corporation (“Borrower”), ORBIS EDUCATION SERVICES, LLC, a Delaware limited liability company (“Orbis” and, together with each additional Person executed a Guarantor Joinder (as defined in the Credit Agreement) in form and substance acceptable to Administrative Agent, individually and collectively, “Guarantor”, and, together with Borrower and each additional Guarantor acceptable to Administrative Agent, individually and collectively, “Pledgor”), in favor of ZIONS BANCORPORATION, N.A. DBA NATIONAL BANK OF ARIZONA (“NBAZ”), as Administrative Agent for the benefit of the Secured Parties.

W I T N E S S E T H:

…

​

Exhibit 10.1

​

**$100,000,000 REVOLVING CREDIT FACILITY **

CREDIT AGREEMENT

by and among

GRAND CANYON EDUCATION, INC.

and

THE GUARANTORS PARTY HERETO

and

THE LENDERS PARTY HERETO

and

**ZIONS BANCORPORATION, N.A. DBA NATIONAL BANK OF ARIZONA, **

as Administrative Agent and Lead Arranger

​

​

​

​

​

Dated as of September 28, 2026

​

---

​

****TABLE OF CONTENTS

Page

ARTICLE 1 CERTAIN DEFINITIONS‌1

1.1Certain Definitions‌1

1.2Construction‌30

1.3Accounting Principles; Changes in GAAP‌30

ARTICLE 2 REVOLVING CREDIT FACILITY‌31

2.1Revolving Credit Commitments‌31

2.2Nature of Lenders’ Obligations with Respect to Revolving Credit Loans‌31

…