Browse EX-10 agreements

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Exhibit 10.1

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**SKK HOLDINGS LIMITED **

2026 EQUITY INCENTIVE PLAN

1. Purpose. The purpose of the SKK HOLDINGS LIMITED 2026 EQUITY INCENTIVE PLAN is to provide a means through which the Company and its Affiliates may attract and retain key personnel and to provide a means whereby directors, officers, managers, employees, consultants and advisors (and prospective directors, officers, managers, employees, consultants and advisors) of the Company and its Affiliates can acquire and maintain an equity interest in the Company, or be paid incentive compensation, which may (but need not) be measured by reference to the value of its Ordinary Shares, thereby strengthening their commitment to the welfare of the Company and its Affiliates and aligning their interests with those of the Company’s shareholders.

2. Definitions. The following definitions shall be applicable throughout this Plan:

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Execution Version

TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of July 31, 2026, is entered into by and between Resideo Technologies, Inc., a Delaware corporation (“Resideo”), and ADI Global Distribution Inc., a Delaware corporation and a wholly owned subsidiary of Resideo (“ADI SpinCo”). “Party” or “Parties” means Resideo or ADI SpinCo, individually or collectively, as the case may be.

W I T N E S S E T H:

WHEREAS, the Board of Directors of Resideo (the “Resideo Board”) has determined that it is appropriate, desirable and in the best interests of Resideo and its stockholders to create a new publicly traded company that shall operate the ADI Business;

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Execution Version

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Confidential

Amendment No. 1 to Registration Rights Agreement

This Amendment No. 1 (this “Amendment”) to the Registration Rights Agreement, dated as of June 14, 2024 (the “Agreement”), is entered into as of August 3, 2026, by and among Resideo Technologies, Inc., a Delaware corporation (the “Company”), CD&R Channel Holdings, L.P., a Cayman Islands exempted limited partnership (“CD&R Investor”), CD&R Channel Holdings II, L.P, a Cayman Islands exempted limited partnership (“CD&R Investor I”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

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RECITALS

WHEREAS, the Company and the CD&R Investor are parties to the Agreement, which provides, among other things, for the registration of Registrable Securities under the Securities Act for the benefit of the CD&R Investor;

WHEREAS, Section 8(c) of the Agreement provides that the Agreement may be amended with the written consent of the Company and each of the CD&R Stockholders;

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Execution Version

EXCHANGE AGREEMENT

This EXCHANGE AGREEMENT (this “Agreement”), dated as of July 31, 2026, is entered into by and among the undersigned investors (each, an “Investor” and collectively, the “Investors”) and Resideo Technologies, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Separation Agreement (as defined below).

RECITALS

WHEREAS, each Investor currently owns the issued and outstanding shares of Series A Cumulative Convertible Participating Preferred Stock, par value $0.001 of the Company (the “Company Preferred Stock”), set forth opposite such Investor’s name on Schedule A under the heading “Owned Company Preferred Stock,” which Company Preferred Stock has the terms as of the date hereof as set forth in the Certificate of Designations, Preferences and Rights of Series A Cumulative Convertible Participating Preferred Stock of the Company (the “Resideo Certificate of Designations”);

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Execution Version

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***AMENDMENT NO. 2 ***

TO

INVESTMENT AGREEMENT

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This AMENDMENT NO. 2 TO INVESTMENT AGREEMENT (this “Amendment”) is entered into as of August 3, 2026, by and among Resideo Technologies, Inc., a Delaware corporation (the “Company”), CD&R Channel Holdings, L.P., a Cayman Islands exempted limited partnership (the “Purchaser”), CD&R Channel Holdings II, L.P., a Cayman Islands exempted limited partnership (“CD&R II”), and, solely for purposes of Section 4.10 of the Investment Agreement, Clayton, Dubilier & Rice Fund XII, L.P., a Cayman Islands exempted limited partnership (the “CD&R Fund”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed to them in the Investment Agreement (as such term is defined below).

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Execution Version

EMPLOYEE MATTERS AGREEMENT

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by and between

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RESIDEO TECHNOLOGIES, INC.

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and

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ADI GLOBAL DISTRIBUTION INC.

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Dated as of July 31, 2026

TABLE OF CONTENTS

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ARTICLE I	DEFINITIONS AND INTERPRETATION	1
Section 1.1	General	1
Section 1.2	References; Interpretation	9

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Execution Version

Tax Matters Agreement

by and between

RESIDEO TECHNOLOGIES, INC.

and

ADI GLOBAL distribution INC.

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Dated as of July 31, 2026

Table of Contents

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ARTICLE I DEFINITIONS			2

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Execution Version

INTELLECTUAL PROPERTY MATTERS AGREEMENT

This Intellectual Property Matters Agreement (this “Agreement”) is entered into as of July 31, 2026 (the “Effective Date”), by and between Resideo Technologies, Inc., a Delaware corporation (“Resideo”), and ADI Global Distribution Inc., a Delaware corporation and a wholly owned subsidiary of Resideo (“ADI SpinCo”). “Party” or “Parties” means Resideo or ADI SpinCo, individually or collectively, as the case may be.

WHEREAS, Resideo, acting through its direct and indirect Subsidiaries, currently conducts the Resideo Retained Business and the ADI Business;

WHEREAS, the Board of Directors of Resideo (the “Resideo Board”) has determined that it is appropriate, desirable and in the best interests of Resideo and its stockholders to create a new publicly traded company that shall operate the ADI Business;

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MATSON NAVIGATION COMPANY, INC.

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CONSULTING AGREEMENT

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This Agreement is entered into as of July 1, 2026 (the “Effective Date”), by and between MATSON NAVIGATION COMPANY, INC. (“Matson”) and John P. Lauer (“Consultant”), with reference to the following:

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A.Consultant is retiring from Matson and his last day of employment with Matson will be July 1, 2026 (the “Employment Termination Date”).

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SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of [●], 2026, by and among Fusemachines Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (including its successors and assigns, each a “Purchaser” and collectively, the “Purchasers”).

RECITALS

A. The Company and the Purchasers are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act (as defined below) and/or Rule 506(b) of Regulation D as promulgated by the United States Securities and Exchange Commission under the Securities Act.

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E****xhibit 10.2

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SECOND FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT

THIS SECOND FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT, dated as of August 3, 2026 (this “Amendment”), is entered into by and among (i) Meteora Capital Partners, LP (“MCP”) (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”) and (iii) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSTO and MSC collectively as “Seller”) and (iv) Fusemachines Inc., a Delaware corporation (“FUSE” and formerly known as CSLM Acquisition Corp., a Cayman Islands exempted company, “CSLM”).

Reference is hereby made to the OTC Equity Prepaid Forward Transaction, dated as of July 31, 2025 (as amended on February 3, 2026, and as may be further amended from time to time, the “Confirmation”), by and among Seller, CSLM Holdings, Inc., a Delaware corporation (“CSLM HoldCo”), and FUSE. Capitalized terms not defined herein shall have the meanings assigned to such terms in the Confirmation.

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Exhibit10.1

Execution Version

TERM LOAN CREDIT AGREEMENT

Dated as of August 4, 2026

among

**PROLOGIS, L.P.,
**AS A BORROWER AND A GUARANTOR,

CERTAIN AFFILIATE BORROWERS, AS BORROWERS

**JPMORGAN CHASE BANK, N.A.,
**AS ADMINISTRATIVE AGENT

AND

The Lenders Party Hereto

**JPMORGAN CHASE BANK, N.A.,
**AS SOLE LEAD ARRANGER AND BOOKRUNNER,

Table of Contents

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