Browse EX-10 agreements

***INDEMNIFICATION AGREEMENT ***

This INDEMNIFICATION AGREEMENT is made this ______ day of ___________(the “Agreement”) by and between Madison Square Garden Sports Corp. (to be renamed MSG Knickerbockers Corp.), a Nevada corporation (the “Company”), and __________________ (“Indemnitee”).

WHEREAS, Indemnitee is [a][an] [director][officer] of the Company and may also be serving or may serve in the future in another Position (as hereinafter defined) at an Affiliated Entity (as hereinafter defined);

WHEREAS, in consideration of the Indemnitee acting in the Position or Positions and assuming the responsibilities attendant to the Position or Positions, the Company desires to provide Indemnitee the rights to indemnification and payment or reimbursement of expenses described below;

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Indemnitee do hereby covenant and agree as follows:

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**TAX DISAFFILIATION AGREEMENT **

**BETWEEN **

**MADISON SQUARE GARDEN SPORTS CORP. **

**(TO BE RENAMED MSG KNICKERBOCKERS CORP.) **

**AND **

**MSGS SPINCO, INC. **

**(TO BE RENAMED MSG RANGERS CORP.) **

**dated as of September 30, 2026 **

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TABLE OF CONTENTS

| | | | | | | | | | | ---------- | - | ------------------------------------------ | - | ---------------------------------------------------------- | : | - | -: | - | | | | | | | | | | | | SECTION 1. | | Definition of Terms | | | | | 2 | | | SECTION 2. | | Allocation of Taxes and Tax-Related Losses | | | | | 12 | |

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OPENWORLD, INC

FORM OF INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ___________, 20__ between OpenWorld, Inc. a Nevada corporation (the “Company”), and [name] (“Indemnitee”).

WHEREAS, highly competent persons have become more reluctant to serve corporations as directors and 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;

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FORM OF REGISTRATION RIGHTS AGREEMENT

** **

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ______, 2026, is made and entered into by and among VerifyMe, Inc., a Nevada corporation (the “Parent”), and the Persons set forth on Schedule I hereto (collectively, the “Company Holders” and, collectively with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, the “Holders” and each, a “Holder”).

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EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is entered into on the date last set forth on the signature page hereto, by and between Open World Inc., a Cayman Islands exempted company (“Employer”) and Matthew Ian Shaw (the “Executive”), effective as of January 1, 2026 (the “Effective Date”). Some of the terms of this Employment Agreement are in the attached schedule (the “Schedule”), which is part of this Agreement.

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EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is entered into on September 30, 2026, by and between OpenWorld, Inc., a Nevada corporation (the “Company”), Open World Ltd., a Cayman Islands exempted company (“Former OpenWorld”) and Russel McMeekin (the “Executive”) in connection with a transaction pursuant to the Agreement and Plan of Merger dated as of February 11, 2026, by and among the Company (formerly known as VerifyMe, Inc.), VRME Subsidiary Corp., a Nevada corporation and a former direct, wholly owned Subsidiary of the Company, and Former OpenWorld, whereby VRME Subsidiary Corp. merged with and into Former OpenWorld, Former OpenWorld became a direct, wholly owned subsidiary of the Company, and the Company was renamed “OpenWorld, Inc.” (the “Transaction”). Some of the terms of this Employment Agreement are in the attached schedule (the “Schedule”), which is part of this Agreement.

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EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is entered into on September 30, 2026, by and between OpenWorld, Inc., a Nevada corporation (the “Company”), Open World Ltd., a Cayman Islands exempted company (“Former OpenWorld”) and Gerard Hernandez (the “Executive”) in connection with a transaction pursuant to the Agreement and Plan of Merger dated as of February 11, 2026, by and among the Company (formerly known as VerifyMe, Inc.), VRME Subsidiary Corp., a Nevada corporation and a former direct, wholly owned Subsidiary of the Company, and Former OpenWorld, whereby VRME Subsidiary Corp. merged with and into Former OpenWorld, Former OpenWorld became a direct, wholly owned subsidiary of the Company, and the Company was renamed “OpenWorld, Inc.” (the “Transaction”). Some of the terms of this Employment Agreement are in the attached schedule (the “Schedule”), which is part of this Agreement.

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THIRD AMENDED AND RESTATED CREDIT AGREEMENT

among

TTM TECHNOLOGIES, INC.

as Parent Borrower,

The Foreign Subsidiary Borrowers Parties Hereto,

The Designated Borrowers from Time to Time Parties Hereto,

The Several Lenders from Time to Time Parties Hereto,

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent,

Dated as of September 30, 2026,

JPMORGAN CHASE BANK, N.A.,

BOFA SECURITIES, INC.,

CITIBANK, N.A.,

HSBC SECURITIES (USA) INC.,

PNC CAPITAL MARKETS LLC AND

TRUIST SECURITIES, INC.,

as Joint Lead Arrangers and Joint Bookrunners with respect to the Initial Term B Facility and Tranche A Revolving Facility

JPMORGAN CHASE BANK, N.A., acting through its Hong Kong Branch,

BANK OF AMERICA, NATIONAL ASSOCIATION, HONG KONG BRANCH AND

CITIBANK, N.A., HONG KONG BRANCH

as Joint Lead Arrangers and Joint Bookrunners with respect to the Tranche B Revolving Facility

JPMORGAN CHASE BANK, N.A.,

BOFA SECURITIES, INC.,

BARCLAYS BANK PLC,

CITIGROUP GLOBAL MARKETS INC.

HSBC SECURITIES (USA) INC.

PNC CAPITAL MARKETS LLC and

TRUIST SECURITIES, INC.,

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Execution Version

Lafayette Square USA, Inc.

$2,000,000 7.82% Senior Notes, Series A, due September 29, 2029

$78,000,000 8.25% Senior Notes, Series B, due September 29, 2031

Note Purchase Agreement

Dated September 29, 2026

TABLE OF CONTENTS

Page

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Execution Version

FIRST AMENDMENT TO CREDIT AGREEMENT

This First Amendment to Credit Agreement (this “Amendment”) is made as of September 24, 2026, by and among:

THE CHILDREN’S PLACE, INC., a Delaware corporation, for itself and as agent (in such capacity, the “Lead Borrower”) for the other Borrowers party hereto;

the BORROWERS identified on Schedule I hereto (together with the Lead Borrower, individually, each a “Borrower”, and collectively, the “Borrowers”);

the GUARANTORS identified on Schedule II hereto (individually, each a “Guarantor”, and collectively, the “Guarantors”);

the REQUIRED LENDERS; and

CRYSTAL FINANCIAL LLC D/B/A SLR CREDIT SOLUTIONS, a Delaware limited liability company, as Administrative Agent and Collateral Agent.

W I T N E S S E T H:

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Execution Version

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NINTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

This Ninth Amendment to Amended and Restated Credit Agreement (this “Amendment”) is made as of September 24, 2026, by and among:

THE CHILDREN’S PLACE, INC., a Delaware corporation, for itself and as agent (in such capacity, the “Lead Borrower”) for the other Borrowers party hereto;

the BORROWERS identified on Schedule I hereto (together with the Lead Borrower, individually, each a “Borrower”, and collectively, the “Borrowers”);

the GUARANTORS identified on Schedule II hereto (individually, each a “Guarantor”, and collectively, the “Guarantors”);

the REQUIRED LENDERS; and

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent, L/C Issuer, and Swing Line Lender.

W I T N E S S E T H:

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** **

THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

** **

THE ISSUE PRICE OF THIS NOTE IS $180,550.00

THE ORIGINAL ISSUE DISCOUNT IS $23,550.00

** **

Principal Amount: $180,550.00	**Issue Date: September 24, 2026 **

Purchase Price: $157,000.00

** **

PROMISSORY NOTE

** **

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