Browse EX-10 agreements

FORM OF EMPLOYEE MATTERS AGREEMENT

BY AND AMONG

MODINE MANUFACTURING COMPANY,

PLATINUM SPINCO INC.,

and

GENTHERM INCORPORATED

DATED AS OF [ ], 2026

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TABLE OF CONTENTS

 

ARTICLE I DEFINITIONS

 

2

SECTION 1.01. DEFINITIONS

 

2

ARTICLE II GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES

 

5

SECTION 2.01. GENERAL PRINCIPLES

 

5

SECTION 2.02. COMPARABLE COMPENSATION AND BENEFITS

 

7

SECTION 2.03. SERVICE CREDIT; HEALTH AND WELFARE PLAN TRANSITIONAL CREDITS

 

8

SECTION 2.04. BENEFIT PLANS

 

9

ARTICLE III ASSIGNMENT OF EMPLOYEES

 

11

SECTION 3.01. TRANSFER OF EMPLOYEES

 

11

SECTION 3.02. INDIVIDUAL AGREEMENTS

 

13

SECTION 3.03. SPINCO DELAYED TRANSFER EMPLOYEES

 

14

SECTION 3.04. CONSULTATION WITH LABOR REPRESENTATIVES; LABOR AGREEMENTS

 

14

ARTICLE IV EQUITY AND OTHER INCENTIVE COMPENSATION

 

15

SECTION 4.01. EQUITY INCENTIVE AWARDS

 

15

SECTION 4.02. NON-EQUITY INCENTIVE PLANS

 

17

ARTICLE V RETIREMENT PLANS

 

18

SECTION 5.01. COMPANY DEFINED BENEFIT PLAN

 

18

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Execution Version

CUSIP Numbers:

Deal: 72767RAA0

Term Loan: 72767RAB8

CREDIT AGREEMENT

dated as of June 29, 2026

among

PLATINUM SPINCO INC.,

as the Borrower,

the Guarantors from time to time party hereto,

the Lenders from time to time party hereto,

BANK OF AMERICA, N.A.,

as the Administrative Agent,

JPMORGAN CHASE BANK, N.A.,

HSBC BANK USA, N.A.,

PNC BANK, NATIONAL ASSOCIATION

and

WELLS FARGO BANK, N.A.,

as Co-Syndication Agents,

FIFTH THIRD BANK, N.A.,

as Documentation Agent,

BOFA SECURITIES, INC.,

JPMORGAN CHASE BANK, N.A.,

HSBC SECURITIES (USA) INC.,

PNC CAPITAL MARKETS LLC

and

WELLS FARGO SECURITIES, LLC,

as Joint Lead Arrangers,

BOFA SECURITIES, INC.,

as Sole Bookrunner

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TABLE OF CONTENTS

 

 

  

 

  

Page

 

ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS

  

 

1

 

1.01

  

Defined Terms

  

 

1

 

1.02

  

Other Interpretive Provisions

  

 

37

 

1.03

  

Accounting Terms

  

 

38

 

1.04

  

Rounding

  

 

39

 

1.05

  

Conforming Changes

  

 

39

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ANGEL STUDIOS, INC.

 

STOCK RESTRICTION AGREEMENT

 

This Stock Restriction Agreement (this “Agreement”) is made and entered into as of [●], 2026, by and among Angel Studios, Inc., a Delaware corporation (the “Company”) and Shining Isle Productions, LLC, a Tennessee limited liability company, a stockholder of the Company (“Shining Isle”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (defined below).

 

R E C I T A L S

 

A.            Reference is made to that certain Amended and Restated Agreement and Plan of Merger dated as of June 29, 2026 by and among the Company, Angel TCP Merger Sub, LLC, a Delaware limited liability company and a wholly owned Subsidiary of the Company (the “Merger Sub”), Toothy Cow Productions, LLC, a Tennessee limited liability company (“TCP”), and Shining Isle (the “Merger Agreement”).

…

ANGEL STUDIOS, INC.

 

STOCK RESTRICTION AGREEMENT

 

This Stock Restriction Agreement (this “Agreement”) is made and entered into as of [●], 2026, by and among Angel Studios, Inc., a Delaware corporation (the “Company”) and the undersigned Key Operator (“Key Operator”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (defined below).

 

R E C I T A L S

 

A.            Reference is made to that certain Amended and Restated Agreement and Plan of Merger dated as of June 29, 2026 (the “Merger Agreement”) by and among the Company, Angel TCP Merger Sub, LLC, a Delaware limited liability company and a wholly owned Subsidiary of the Company (the “Merger Sub”), Toothy Cow Productions, LLC, a Tennessee limited liability company (“TCP”), and Shining Isle Productions, LLC, a Tennessee limited liability company (“Shining Isle”).

…

THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.

 

GOODVISION AI INC. CONVERTIBLE PROMISSORY NOTE

US$ __________

 

__________ (“Issuance Date”)

…

INDEMNIFICATION AGREEMENT

 

This Indemnification Agreement (this “Agreement”) is entered into as of by and between Goodvision AI Holding Limited, a Cayman Islands exempted company (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable. For the avoidance of doubt, references to the “Company” shall include any successor public company resulting from the Business Combination.

 

RECITALS

 

The board of directors of the Company (the “Board of Directors”) has determined that the inability to attract and retain highly competent persons to serve the Company is detrimental to the best interests of the Company and its shareholders and that it is reasonable and necessary for the Company to provide adequate protection to such persons against risks of claims and actions against them arising out of their services to the corporation. The Company will become a publicly traded company upon consummation of the Business Combination and is subject to the reporting and compliance requirements of the U.S. federal securities laws.

…

EMPLOYMENT AGREEMENT

 

This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into on [DATE], by and between Goodvision AI Holding Limited, an exempted company incorporated under the laws of the Cayman Islands and the publicly traded holding company following the consummation of the Business Combination (the “Company”), and [EXECUTIVE OFFICER], an individual (the “Executive”) (individually, each a “Party” and collectively, the “Parties”).

 

WHEREAS, the Company desires that the Executive be employed by the Company to carry out the duties and responsibilities described below, all on the terms and conditions hereinafter set forth;

 

WHEREAS, the Executive desires to accept such terms and conditions of this Agreement;

 

WHEREAS, the Company is expected to become a publicly traded company upon the consummation of that certain business combination (the “Business Combination”) contemplated by the Business Combination Agreement, dated as of March 6, 2026, by and among the Company, Calisa Acquisition Corp, and Calisa Merger Sub;

…

MEMORANDUM OF UNDERSTANDING

 

CONFIDENTIAL

 

THIS MEMORANDUM OF UNDERSTANDING (the “MOU”) is made and entered into on this [Date], in [Location].

 

BETWEEN:

 

[Company] (“[Company]”), an [Entity], having its global headquarter at [Location], represented by [Company Representative] GoodVision AI Inc (“GoodVision”), a global cloud computing and AI infrastructure technology company, represented by its Director, [Goodvision Representative]. (Collectively referred to as the “Parties” and individually as a “Party”).

 

PREAMBLE

 

WHEREAS, [Company] is [Company Description],

 

WHEREAS, GoodVision is a pioneering AI computing infrastructure and asset service provider, specializing in AI inference compute and edge data center deployment, with established operational capabilities and market presence in Japan, Korea, and other Asian regions;

…

Purchase Order

 

Purchase Order Date:

 

[Date]

 

 

 

Provider

 

Goodvision Inc

 

 

 

Customer

 

[Customer]

 

 

 

Agreement

 

[Enterprise Service Agreement]

 

 

 

Purchase Order Effective Date

 

[Date]

 

 

 

Term of Purchase Order

 

This Purchase Order shall commence as of the Purchase Order Effective Date and will remain in effect for 12 months (the “Initial Term”). This Purchase Order shall automatically renew for additional successive 12-month terms unless at least 30 days before the end of the then-current term either party provides written notice to the other party that it does not want to renew (the “Renewal Terms,” and together with the Initial Term, the “Purchase Order Term”). If one party needs to terminate the contract early, the other party should be notified one month in advance.

 

 

 

Products Purchased

 

Please refer to products listed in the Pricing row

 

 

 

Pricing

 

Fees are based on the pricing on [Cloud Provider] and shall be invoiced monthly in arrears.

 

 

 

No

…

Form of Enterprise Service Agreement

This Service Agreement (“Agreement”) is entered into by and between:

 

[Customer] (“Customer”), with address at [Address], and

 

GoodVision Inc. (“Vendor”), with address at: [Address].

 

Customer and Vendor may be referred to individually as a “Party” or collectively as the “Parties.”

 

1. Scope of Services

 

1.1 Technical Consultation Service

 

Vendor shall provide technical consultation services to Customer, including regular discussions on technological needs, product new features, system architecture review, and recommendations for system enhancements.

 

1.2 Service Optimization

 

Vendor shall provide advisory guidance as part of the integrated Services to assist Customer in optimizing its IT and cloud environment, including:

 

●

Operational efficiency and scalability guidance

 

●

Reliability and resiliency best-practice recommendations

 

●

Security posture reviews and non-binding improvement recommendations

…

DIRECTOR AGREEMENT

 

This DIRECTOR AGREEMENT (the “Agreement”), is entered into as of [DATE], by and between Goodvision AI Holding Limited, an exempted company incorporated under the laws of the Cayman Islands and the publicly traded holding company following the consummation of the Business Combination (the “Company”), and [DIRECTOR], an individual (the “Director”) (individually, each a “Party” and collectively, the “Parties”).

 

WHEREAS, the Company desires to employ the Director as its director of the Board to assure itself of the services of the Director during the term of Employment (as defined below);

 

WHEREAS, the Director desires to be employed by the Company as its director during the term of Employment and upon the terms and conditions of this Agreement;

…