Browse EX-10 agreements

PERFORMANCE GUARANTY

This PERFORMANCE GUARANTY (as amended, supplemented or otherwise modified from time to time, this “Performance Guaranty”), dated as of September 30, 2026, is made by Teads Holding Co., a Delaware corporation (the “Performance Guarantor”), in favor of Sound Point Agency LLC, as administrative agent under the Credit and Security Agreement (as defined below) (in such capacity, the “Administrative Agent”), for the benefit of itself and the other Secured Parties under the Credit and Security Agreement. Capitalized terms used, but not otherwise defined herein, shall have the respective meanings assigned thereto in, or by reference in, the Credit and Security Agreement defined below or if not defined therein, the respective meanings assigned thereto in the applicable Purchase and Sale Agreement (as defined below).

PRELIMINARY STATEMENTS

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Exhibit 10.1 CREDIT AND SECURITY AGREEMENT DATED AS OF SEPTEMBER 30, 2026 AMONG FF CAYMAN AR LTD AND FF MALTA AR LTD., AS BORROWERS, OT MIDCO INC., AS THE MASTER SERVICER, FIS CAPITAL MARKETS UK LIMITED, AS REPORTING SERVICES PROVIDER THE LENDERS FROM TIME TO TIME PARTY HERETO, AND SOUND POINT AGENCY LLC, AS ADMINISTRATIVE AGENT AND AS COLLATERAL AGENT

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i TABLE OF CONTENTS ARTICLE I. THE FACILITY ........................................................................................................ 2 Section 1.1. The Commitments ............................................................................................... 2 Section 1.2. Requesting the Advances .................................................................................... 2 Section 1.3. Repayment and Optional Prepayments of the Aggregate Revolving Principal .. 4 Section 1.4. Reduction and Termination of Commitments..................................................... 5 Section 1.5. Payment Requirements ..............................................................

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From:

FF MALTA AR LTD.

171 Old Bakery street,

Valletta VLT 1455,

Malta

To:

Teads Italia S.r.l.

Via Tortona n. 37

20144 – Milan (MI)

Italy

Email: teadsitalia@pec-legal.com

OT MIDCO INC.

111 West 19th Street

New York, NY 10011

Email: barry.schofield@teads.com

Valletta, September 30 2026

Dear Sirs,

We refer to your proposal contained in your letter, the text of which we reproduce herein below to signify our express acceptance thereof:

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“From:

Teads Italia S.r.l.

Via Tortona n. 37

20144 – Milan (MI)

Italy

Email: teadsitalia@pec-legal.com

To:

FF MALTA AR LTD.

171 Old Bakery street,

Valletta VLT 1455,

Malta

OT MIDCO INC.

111 West 19th Street

New York, NY 10011

Email: barry.schofield@teads.com

    -i-

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Milan, September 30 2026

RE:    Italian Purchase and Sale Agreement (the “Agreement”) – Proposal

Dear Sirs,

following our conversations, we set out below the terms of our proposal to enter into an

ITALIAN PURCHASE AND SALE AGREEMENT

BETWEEN:

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U.K. PURCHASE AND SALE AGREEMENT

Dated as of September 30, 2026

among

EACH OF THE PERSONS FROM TIME TO TIME PARTY HERETO
as Originators,

OT MIDCO INC.,
as Master Servicer,

and

FF MALTA AR LIMITED
as Buyer

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CONTENTS

Clause     Subject Matter    Page

ARTICLE 1     SALES AND PURCHASES					2

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**Certain information in this exhibit has been redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K. Such information is both (i) not material and (ii) customarily and actually treated by the registrant as private or confidential. [***] indicates that information has been redacted.**

REVERSE TRANSITION SERVICES AGREEMENT

by and between

CORTEVA, INC.

and

VYLOR INC.

Dated as of October 1, 2026

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TABLE OF CONTENTS

Page

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**Certain information in this exhibit has been redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K. Such information is both (i) not material and (ii) customarily and actually treated by the registrant as private or confidential. [***] indicates that information has been redacted.**

INTELLECTUAL PROPERTY MATTERS AGREEMENT

by and among

CORTEVA, INC.,

VYLOR INC.

and

THE OTHER SIGNATORIES HERETO

Dated as of October 1, 2026

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TABLE OF CONTENTS

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**Certain information in this exhibit has been redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K. Such information is both (i) not material and (ii) customarily and actually treated by the registrant as private or confidential. [***] indicates that information has been redacted.**

GLOBAL MASTER SEED TREATMENT SUPPLY AGREEMENT

by and between

CORTEVA AGRISCIENCE LLC

and

PIONEER HI-BRED INTERNATIONAL, INC.

Dated as of October 1, 2026

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INDEX OF DEFINED TERMS

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EMPLOYEE MATTERS AGREEMENT

by and between

VYLOR INC.

and

CORTEVA, INC.

Dated as of October 1, 2026

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TABLE OF CONTENTS

Page

ARTICLE I GENERAL PRINCIPLES
Section 1.01. Employees	1
Section 1.02. Employment of Impacted Employees	2
Section 1.03. SpinCo Benefit Plans and RemainCo Benefit Plans as of the Effective Time	3
Section 1.04. Length of Service Crediting	4
Section 1.05. Vacation	5
Section 1.06. Severance	5

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TAX MATTERS AGREEMENT

by and between

CORTEVA, INC.

and

VYLOR INC.

Dated as of October 1, 2026

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Exhibit 10.1

TABLE OF CONTENTS

ARTICLE I DEFINITIONS
Section 1.1. Definition of Terms	1
ARTICLE II ALLOCATION OF TAX LIABILITIES AND BENEFITS
Section 2.1. Indemnity by RemainCo	6
Section 2.2. Indemnity by SpinCo	6
Section 2.3. Allocation of Ordinary Taxes	7
Section 2.4. Allocation of Transfer Taxes	7
Section 2.5. Allocation of Transaction Taxes	7

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EXIT GAMES GMBH SHARE SALE AND TRANSFER AGREEMENT TaylorWessing Exhibit 10.1

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-2- SHARE SALE AND TRANSFER AGREEMENT by and between 1. Firy Inc. (formerly: Skillz Inc.), registered with the register of the Division of Corpora- tions of the State of Delaware under no. 7801471 and with its principal business address at 6625 Badura Avenue, Las Vegas, Nevada 89118, USA, - "Seller" — 2. Exit Games GmbH, registered with the commercial register of the local court (Amtsgericht) of Hamburg under registration number HRB 85991 with its registered ad- dress at Hongkongstraße 7, 20457 Hamburg, Germany, — "Purchaser" — — the Seller and the Purchaser jointly "Parties" and each of them individually "Party" Exit Games GmbH Share Sale and Transfer Agreement

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EXCHANGE AGREEMENT

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THIS EXCHANGE AGREEMENT (this “Agreement”), dated as of September 30, 2026, is made by and between RenX Enterprises Corp., a Delaware corporation (the “Company”), and James D. Burnham, an individual (the “Debtholder”), as holder of that certain 11.5% promissory note in the original principal amount of $1,255,000, dated June 2, 2025 (the “Note”), issued by Resource Group US LLC, a wholly owned subsidiary of the Company (“RG Group”), to the Debtholder in consideration of funds previously advanced by the Debtholder to RG Group, under which $1,446,774.32 of principal and accrued interest is currently outstanding, consisting of $1,255,000.00 of principal and $191,774.32 of accrued interest through September 30, 2026 (the “Outstanding Debt”). Each of the Company and the Debtholder being referred to individually as a “Party” and, collectively, as the “Parties.”

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Amendment No. 1 to
Promissory Note

This AMENDMENT (the “AMENDMENT”) is entered into by and between the Company and Holder (each as defined below), effective as of September 29, 2026 (the “Effective Date”), binding on the undersigned parties as of that date.

Odyssey Health, Inc. (“BORROWER”) and Peter J. D’Arruda (“LENDER”) entered into that certain Promissory Note (the “Note”) dated October 1, 2025, in the amount of $100,000.00 (the “Loan Amount”). Capitalized terms not otherwise defined have the meaning set forth in the Note.

Whereas, the parties have agreed to extend the maturity date of the Note subject to the conditions contained herein.

AGREEMENT

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NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

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