Browse EX-10 agreements

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AMENDMENT TO WARRANT TO PURCHASE COMMON SHARES OF ADC THERAPEUTICS SA

This Amendment to the Warrant to Purchase Common Shares of ADC Therapeutics SA (the “Amendment”), is dated October 7, 2026, and is made between ADC Therapeutics SA, a Swiss stock corporation (société anonyme) organized under the laws of Switzerland (the “Company”), and [W-L-1: BLUE OWL OPPORTUNISTIC LENDING MASTER FUND II, L.P.] [W-L-2: BLUE OWL OPPORTUNISTIC LENDING DL (C), L.P.] [W-L-3: OAKTREE LSL FUND HOLDINGS EURRC S.à r.l] [W-L-4: OAKTREE STRATEGIC CREDIT FUND] [W-L-5: OAKTREE AZ STRATEGIC LENDING FUND, L.P.] [W-L-6: OAKTREE SPECIALTY LENDING CORPORATION] [W-L-7: OAKTREE LSL HOLDINGS EURRC S.À R.L.] [W-L-8: OAKTREE DIVERSIFIED INCOME FUND, INC.] or its registered assign (the “Warrantholder”).

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SECOND AMENDMENT TO LOAN AGREEMENT AND GUARANTY AND FIRST AMENDMENT TO FEE LETTER

THIS SECOND AMENDMENT TO LOAN AGREEMENT AND GUARANTY AND FIRST AMENDMENT TO FEE LETTER (this “Amendment”) is entered into as of October 7, 2026 among ADC THERAPEUTICS SA, a company formed under the laws of Switzerland (the “Borrower”), each of the Borrower’s Subsidiaries party hereto, the Lenders party hereto and BLUE OWL OPPORTUNISTIC LENDING MASTER FUND I, L.P. (formerly known as Owl Rock Opportunistic Master Fund I, L.P.), a New York limited partnership, in its capacity as administrative agent and collateral agent for itself and the Lenders (in such capacity, the “Agent”).

WITNESSETH:

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of October 7, 2026, by and between ADC Therapeutics SA, a société anonyme domiciled in Epalinges, Canton of Vaud, Switzerland, and organized under the laws of Switzerland (the “Company”), and the undersigned investor (the “Investor”). Substantially concurrently with the execution of this Agreement, the Company is entering into separate purchase agreements (collectively, the “Additional Purchase Agreements”) with certain investors (the “Additional Investors”), severally and not jointly, to purchase securities from the Company in one or more transactions exempt from the registration requirements of the Securities Act (as defined below) pursuant to Section 4(a)(2) thereof (the transactions contemplated by this Agreement and the Additional Purchase Agreements, collectively, the “PIPE Transaction”).

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THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT RELATED THERETO THAT IS IN EFFECT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS.

WARRANT
TO PURCHASE COMMON SHARES OF
ADC THERAPEUTICS SA

No. W-PF-[#]	October     , 2026

The undersigned, ADC Therapeutics SA, a Swiss stock corporation (société anonyme) organized under the laws of Switzerland (together with its successors and assigns, the “Company”), hereby grants to [INVESTOR], subject to the terms and conditions herein, the right to subscribe for and purchase, at the Exercise Price per share, the Warrant Shares.

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THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

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Principal Amount: US$55,637.41	Dated as of August 15, 2026

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THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

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Principal Amount: US$55,637.41	Dated as of September 15, 2026

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AMENDMENT TO AT-THE-MARKET ISSUANCE SALES AGREEMENT

DATED JUNE 18, 2026

This amendment (the “Amendment”) to the At-The-Market Issuance Sales Agreement dated June 18, 2026 (the “Agreement”), entered into by and between Hyperscale Data, Inc., a Delaware corporation (the “Company”) and Spartan Capital Securities, LLC (the “Agent”) is dated October 9, 2026. All capitalized terms in this Amendment and not defined herein shall have the meanings ascribed to such terms in the Agreement.

WHEREAS, the Company and the Agent desire to amend the Agreement.

NOW, THEREFORE, in consideration of the foregoing and intending to be legally bound hereby, the parties hereto agree as follows:

	1.	The first paragraph of Section 1 is hereby deleted and replaced in its entirety by the following:

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SUBSIDIARY GUARANTEE

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THIS SUBSIDIARY GUARANTEE, dated as of October 9, 2026 (this “Guarantee”), is made by each of DNA Logix, Inc., a Utah corporation, Idaho Molecular, Inc., an Idaho corporation and Advanced Conceptions, Inc., a Utah corporation (collectively, the “Existing Subsidiaries”), each a direct subsidiary of Co-Diagnostics Inc., a Utah corporation (the “Company”) and any other Person who is formed or acquired by the Company or any of the Existing Subsidiaries (together with any other entity that may become a party hereto as an Additional Subsidiary Guarantor as provided in Annex 1 hereto) (individually a “Subsidiary Guarantor” and collectively the “Subsidiary Guarantors”), in favor of J.J. Astor & Co., a Utah corporation (acting for itself and together with its participating lender or lender, each the “Lender”).

W I T N E S S E T H:

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THIS ATM WATERFALL DISTRIBUTION AGREEMENT (“Agreement”) is made and entered into as of October 9, 2026 by and among Co-Diagnostics, Inc., a Utah corporation (the “Company”), J.J. Astor & Co., a Utah corporation (“Astor” or the “Lender”) and Maxim Group LLC (the “ATM Sales Agent”). The Company, the Lender and the ATM Sales Agent are hereinafter sometimes individually referred to as a “Party” and collectively as the “Parties.”

R E C I T A L S:

WHEREAS, the Company and the Lender have entered into a loan agreement dated as of October 9, 2026 (the “Loan Agreement”). Any capitalized terms used but not defined in this Agreement shall have the meanings ascribed thereto in the Loan Agreement;

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 9, 2026 (the “Agreement Date”) by and between Co-Diagnostics, Inc., a Utah corporation (the “Company”), and J.J. Astor & Co., a Utah corporation (“Astor”), acting on behalf of itself and each participating lender (individually and collectively with Astor, the “Lender”).

This Agreement is made pursuant to the Loan Agreement, dated as of the date hereof, between the Company and the Lender (the “Loan Agreement”).

The Company and the Lender hereby agree as follows:

1.	Definitions.

Capitalized terms used and not otherwise defined herein that are defined in the Loan Agreement or the Notes shall have the meanings given such terms in the Loan Agreement or the Notes. As used in this Agreement, the following terms shall have the following meanings:

“Closing Date” shall mean the Closing Date of the Initial Loan as defined in the Loan Agreement.

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LOAN AGREEMENT

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This Loan Agreement (this “Agreement”) is dated as of October 9, 2026 (the “Agreement Date”) and is made and entered into between Co-Diagnostics, Inc., a Utah corporation (the “Company”), and J.J. Astor & Co., a Utah corporation ( “Astor”), acting on behalf of itself and one or more participating lender or lenders to whom Astor may, in the exercise of its sole discretion, assign and transfer participations of up to fifty percent (50%) in the Loans and the Notes (together with Astor, the “Lender”).

**WHEREAS, **the Company wishes to borrow the sum of up to Three Million One Hundred Thousand ($3,100,000) Dollars in two tranches (the “Loans”) of Two Million One Hundred Thousand ($2,100,000) Dollars (the “Initial Loan”) and, commencing sixty (60) days after the Agreement Date, an additional One Million ($1,000,000) Dollars (the “Additional Loan”) which the Company may elect to borrow and, absent a Material Adverse Effect or an Event of Default (as defined in the Notes) the Lender shall fund;

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Exhibit 10.6

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PLACEMENT AGENCY AGREEMENT

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October 9, 2026

Co-Diagnostics, Inc.

2401 S. Foothill Dr., Suite D

Salt Lake City, Utah 84109

Attention: Dwight H. Egan, Chief Executive Officer

Dear Mr. Egan:

This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and Co-Diagnostics, Inc., a Utah corporation (collectively with its owned or controlled subsidiaries, the “Company”), that Maxim shall serve as the exclusive placement agent for the Company in connection with the proposed placement (the “Placement”) of a senior secured convertible note (the “Note”). The Placement Agent agrees to solicit offers to purchase the Note on a “reasonable best efforts” basis. The terms of the Placement shall be mutually agreed upon by the Company, Maxim and the purchasers of the Note (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein shall be construed as Maxim having the power or authority to bind the Company or any Purchaser or shall constitute an obligation of the Compa

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