Browse EX-10 agreements

Form of LOCK-UP AGREEMENT

This lockup agreement (this “Agreement”) is hereby entered into by and among [              ] (collectively, the “Parties” and each, individually, a “Party”) and Paramount Skydance Corporation (the “Company”) as of October 6, 2026 (the “Effective Date”) in connection with (a) the acquisition by the Company of Warner Bros. Discovery, Inc. (the “Acquisition”) and (b) those certain Subscription Agreements, dated as of February 27, 2026, entered into by the Trust, Mr. Lawrence J. Ellison and RedBird Capital Partners Fund IV (Master), L.P. (the “Subscription Agreements”), relating to the purchase in connection with the Acquisition of shares of Class B common stock, par value $0.001 per share, of the Company (the “Class B Common Stock”), a portion of which right to purchase shares of Class B Common Stock pursuant to the Subscription Agreements was subsequently assigned to certain of the Parties.

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Exhibit 10.4

Andrew Brandon-Gordon

c/o last address on file

with the Company

Dear Mr. Gordon:

Reference is made to that certain employment agreement between you and the Company, effective as of August 7, 2025 (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

This letter agreement (this “Amendment”) amends the Agreement, effective as of the closing of the transaction contemplated by the Agreement and Plan of Merger dated as of February 27, 2026 among Warner Bros Discovery, Inc., Paramount Skydance Corporation and Prince Sub Inc. (the “Amendment Effective Date”).

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

**1.            **Contract Period.

Paragraph 1 of the Agreement is hereby amended to replace the first sentence with the following:

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AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT

by and among

PARAMOUNT SKYDANCE CORPORATION,

HARBOR LIGHTS ENTERTAINMENT, INC.

AND

THE OTHER PARTIES
LISTED ON SCHEDULE I HERETO

Dated as of October 6, 2026

TABLE OF CONTENTS

Page

Article I DEFINITIONS; RULES OF CONSTRUCTION		1
Section 1.01	Definitions	1
Article II REGISTRATION RIGHTS		4
Section 2.01	Company Registration	4

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Exhibit 10.8

AMENDMENT NO. 1 TO THE CREDIT AGREEMENT

AMENDMENT NO. 1 to the CREDIT AGREEMENT, dated as of October 6, 2026 (this “Amendment”), by and among PARAMOUNT SKYDANCE CORPORATION, a Delaware corporation (the “Parent Borrower”), CITIBANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”), the Dollar Term B-1 Lender (as defined below), the Euro Term B-1 Lender (as defined below) and the Existing Required Lenders (as defined below) party hereto;

WHEREAS, reference is hereby made to the Credit Agreement, dated as of April 7, 2026 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”; the Credit Agreement as amended by this Amendment, the “Amended Credit Agreement”), among, inter alios, the Parent Borrower, each Subsidiary Borrower from time to time party thereto, each Guarantor from time to time party thereto, the Lenders from time to time party thereto and Citibank, N.A., as the Administrative Agent and Collateral Agent;

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REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT dated as of October 5, 2026 (this “Agreement”) is entered into by and among Paramount Skydance Corporation, a Delaware corporation (the “Company”), and BofA Securities, Inc., Citigroup Global Markets Inc. and Apollo Global Securities, LLC, as representatives (the “Representatives”) of the initial purchasers (the “Initial Purchasers”) listed in Schedule 1 to the Purchase Agreement, dated September 30, 2026 (the “Purchase Agreement”).

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Exhibit 10.2

David Ellison

c/o last address on file

with the Company

Dear Mr. Ellison:

Reference is made to that certain employment agreement between you and the Company, effective as of August 7, 2025 (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

This letter agreement (this “Amendment”) amends the Agreement, effective as of the closing of the transaction contemplated by the Agreement and Plan of Merger dated as of February 27, 2026 among Warner Bros Discovery, Inc., Paramount Skydance Corporation and Prince Sub Inc. (the “Amendment Effective Date”).

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

**1.            **Contract Period.

Paragraph 1 of the Agreement is hereby amended to replace the first sentence with the following:

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Exhibit 10.5

Dennis Cinelli

c/o last address on file

with the Company

Dear Mr. Cinelli:

Reference is made to that certain employment agreement between you and the Company, effective as of January 15, 2026 (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

This letter agreement (this “Amendment”) amends the Agreement, effective as of the closing of the transaction contemplated by the Agreement and Plan of Merger dated as of February 27, 2026 among Warner Bros Discovery, Inc., Paramount Skydance Corporation and Prince Sub Inc. (the “Amendment Effective Date”).

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

**1.            **Contract Period.

Paragraph 1 of the Agreement is hereby amended to replace the first sentence with the following:

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Ynon Kreiz

c/o last address on file

with the Company

Dear Mr. Kreiz:

Reference is made to that certain employment agreement between you and the Company, effective as of October 5, 2026 (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

This letter agreement (this “Amendment”) amends the Agreement, effective as of the closing of the transaction contemplated by the Agreement and Plan of Merger dated as of February 27, 2026 among Warner Bros Discovery, Inc., Paramount Skydance Corporation and Prince Sub Inc.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

**1.             **Long-Term Incentive Compensation

Paragraph 11(c)(iv) of the Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

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Exhibit 10.6

Makan Delrahim

c/o last address on file

with the Company

Dear Mr. Delrahim:

Reference is made to that certain employment agreement between you and the Company, effective as of October 6, 2025 (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

This letter agreement (this “Amendment”) amends the Agreement, effective as of the closing of the transaction contemplated by the Agreement and Plan of Merger dated as of February 27, 2026 among Warner Bros Discovery, Inc., Paramount Skydance Corporation and Prince Sub Inc. (the “Amendment Effective Date”).

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

**1.            **Contract Period.

Paragraph 1 of the Agreement is hereby amended to replace the first sentence with the following:

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EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of October 6, 2026 (the “Commencement Date”) by and between Clean Energy Fuels Corp., a Delaware corporation (“Employer” or the “Company”), and Jason J. Armstrong (“Employee”).

RECITALS

	A.	Employee has served as Vice President Corporate Controller of Employer.

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TRTX 2026-FL8 ISSUER, LTD.,

as Issuer,

TRTX 2026-FL8 CO-ISSUER, LLC,

as Co-Issuer,

TRTX MASTER CLO LOAN SELLER, LLC,

as Advancing Agent,

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee,

and

COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,

as Note Administrator

INDENTURE

Dated as of October 2, 2026

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TABLE OF CONTENTS

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**COLLATERAL INTEREST PURCHASE AGREEMENT **

This COLLATERAL INTEREST PURCHASE AGREEMENT (this “Agreement”) is made as of October 2, 2026, by and among TRTX Master CLO Loan Seller, LLC, a Delaware limited liability company (the “Seller”), TRTX 2026-FL8 Issuer, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”), TPG RE Finance Trust Holdco, LLC, a Delaware limited liability company (“Holdco” and, together with the Seller, the “Seller Parties”), and, solely as to Section*** 4(k)*, TPG RE Finance Trust CLO Sub-REIT, a Maryland real estate investment trust (“Sub-REIT”).

W I T N E S S E T H:

WHEREAS, the Issuer desires to purchase from the Seller and the Seller desires to sell to the Issuer an initial portfolio of Collateral Interests, each as identified on Exhibit A attached hereto (the “Closing Date Collateral Interests”);

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