Browse EX-10 agreements

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT BOTH CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

PATENT AND KNOW-HOW LICENCE AGREEMENT

by and between

KHANDA THERAPEUTICS LP

and

TALAWAR TX INC.

Dated as of June 1, 2026

CONFIDENTIAL

Page 1

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PATENT AND KNOW-HOW LICENCE AGREEMENT

This PATENT AND KNOW-HOW LICENCE AGREEMENT (this “Agreement”) is made and entered into as of June 1, 2026 (the “Commencement Date”), by and between:

(1)

KHANDA THERAPEUTICS LP, a Delaware limited partnership, having its principal place of business at [*] (“Licensor” or “Khanda”); and

(2)

TALAWAR TX INC., a Delaware corporation, having its principal place of business at [*] (“Licensee” or “Talawar”).

Licensor and Licensee are referred to herein individually as a “Party” and collectively as the “Parties”.

RECITALS

…

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT BOTH CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

ANTIBODY DISCOVERY AND OPTION AGREEMENT

by and between

KHANDA THERAPEUTICS LP

and

TALAWAR TX INC.

Dated as of June 1, 2026

Page 1

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CONFIDENTIAL

ANTIBODY DISCOVERY AND OPTION AGREEMENT

THIS ANTIBODY DISCOVERY AND OPTION AGREEMENT (“Agreement”) is entered into and effective as of June 1, 2026 (the “Effective Date”), by and between:

Khanda Therapeutics, L.P., a Delaware limited partnership with its registered office at [*] (“Khanda”), and

Talawar Tx Inc, a Delaware corporation with its registered office at [*] (“Talawar”).

Khanda and Talawar are also referred to herein individually as a “Party”, or collectively as the “Parties.”

RECITALS

WHEREAS, Khanda discovers and develops proprietary Antibodies (as defined below) against therapeutically relevant Targets (as defined below);

…

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT BOTH CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

PATENT AND KNOW-HOW LICENCE AGREEMENT

by and between

KHANDA THERAPEUTICS LP

and

TALAWAR TX INC.

Dated as of May 6, 2026

CONFIDENTIAL

Page 1

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PATENT AND KNOW-HOW LICENCE AGREEMENT

This PATENT AND KNOW-HOW LICENCE AGREEMENT (this “Agreement”) is made and entered into as of May 6, 2026 (the “Commencement Date”), by and between:

(1)

KHANDA THERAPEUTICS LP, a Delaware limited partnership, having its principal place of business at [*] (“Licensor” or “Khanda”); and

(2)

TALAWAR TX INC., a Delaware corporation, having its principal place of business at [*] (“Licensee” or “Talawar”).

Licensor and Licensee are referred to herein individually as a “Party” and collectively as the “Parties”.

RECITALS

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***CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN EXCLUDED PURSUANT TO REGULATION S-K, ITEM 601(B)(10) AND REPLACED WITH [***]. SUCH EXCLUDED INFORMATION IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. ***

**License Agreement **

This Agreement is entered into with effect as of the Effective Date (as defined below)

by and between

**F. Hoffmann-La Roche Ltd **

with an office and place of business at Grenzacherstrasse 124, 4070 Basel, Switzerland (“Roche Basel”)

and

**Hoffmann-La Roche Inc. **

with an office and place of business at 150 Clove Road, Suite 8, Little Falls, New Jersey 07424, U.S.A. (“Roche US”; Roche Basel and Roche US together referred to as “Roche”),

on the one hand,

and

OHB Pediatrics Ltd. a UK private limited company organized under the laws of England and Wales with a registered office at 3rd floor, 1 Ashley Road, WA14 2DT, Altrincham, United Kingdom (“Company”)

and

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****AMENDED AND RESTATED REVOLVING LINE OF CREDIT AGREEMENT

This Amended and Restated Revolving Line of Credit Agreement (the “Agreement”), dated January 15, 2026, amends and restates in its entirety that Revolving Line of Credit Agreement dated as of April 1, 2024 (the “Original Agreement”), by and between:

** **

Lender: Palella Holdings, Inc., a Delaware corporation, with its principal place of business at 12 East 49th Street, Suite 823, New York, NY 10017 (“Lender”); and

** **

Borrower: Everli Global, Inc., a Nevada corporation, with its principal place of business at 12 East 49th Street, Suite 823, New York, NY 10017 (“Borrower”).

RECITALS

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AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT

** **

THIS AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT (this “Amendment”), dated as of May 8, 2026, is entered into by and between Everli Global Inc., a Nevada corporation (the “Company”), and YA II PN, Ltd., a Cayman Islands exempt limited company (the “Investor”). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in Annex I to the Note Purchase Agreement referred to below.

** **

RECITALS

** **

WHEREAS, The Company and the Investor are party to that certain Note Purchase Agreement, dated as of March 6, 2026 (as amended prior to the date hereof, the “Existing NPA”; and the Existing NPA, as amended by this Amendment, the “NPA”); and

** **

WHEREAS, pursuant to Section 7 of the Existing NPA, the Company and the Investor have agreed to amend the Existing NPA as herein provided.

** **

AGREEMENT

** **

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AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT

THIS AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT (this “Second Amendment”), dated as of August 21, 2026, is entered into by and between Everli Global Inc., a Nevada corporation (the “Company”), and YA II PN, Ltd., a Cayman Islands exempt limited company (the “Investor”). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in Annex I to the Note Purchase Agreement referred to below.

RECITALS

WHEREAS, The Company and the Investor are party to that certain Note Purchase Agreement, dated as of March 6, 2026 (as amended on May 8, 2026, the “Existing NPA”; and the Existing NPA, as amended by this Amendment, the “NPA”); and

WHEREAS, pursuant to Section 7 of the Existing NPA, the Company and the Investor have agreed to amend the Existing NPA as herein provided.

AGREEMENT

…

NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

EVERLI GLOBAL INC.

Convertible Promissory Note

Original Principal Amount: $[     ]

Issuance Date: [     ], 2026

Number: [     ]

…

** **

THIS REVOLVING LINE OF CREDIT AGREEMENT (this “Agreement”) is dated as of April 1, 2024, by and between:

** **

Lender: Palella Holdings, Inc., a Delaware corporation, with its principal place of business at 293 Church Street, New York, NY 10013 (“Lender”); and

** **

Borrower: Everli Global, Inc., a Texas corporation, with its principal place of business 293 Church Street, New York, NY 10013 (“Borrower”).

** **

RECITALS

A. The Borrower and the Lender are related parties under the applicable internal policies and/or applicable law. Palella Holdings, LLC is also the majority stockholder of Everli Global, Inc., and therefore holds a significant ownership and governance interest in the Company; and in that capacity, seeks to advance the strategic, financial, and operational growth objectives of the Company while maintaining transparency and compliance with all related-party transaction requirements;

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NOTE PURCHASE AGREEMENT

This Note Purchase Agreement, dated as of March 6, 2026 (this “Agreement”), is entered into by and between Everli Global Inc., a Nevada corporation (the “Company”), and YA II PN, Ltd., a Cayman Islands exempt limited company (the “Investor”). Capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Annex I hereto, and hereby made a part hereof, or as otherwise set forth in this Agreement.

RECITALS

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Settlement Agreement / Debt Restructuring Agreement — English Translation

ENGLISH TRANSLATION — COURTESY TRANSLATION OF THE ORIGINAL ITALIAN DOCUMENT. IN THE EVENT OF ANY DISCREPANCY, THE ITALIAN ORIGINAL SHALL PREVAIL.

Milan, 30 January 2026

To:

Banca Progetto S.p.A. in A.S.

Via Bocchetto, 6

20123 – Milan

PEC (certified email): recuperocrediti@pec.bancaprogetto.it

** **

SUBJECT: PRIVATE AGREEMENT / DEBT RESTRUCTURING AGREEMENT

Dear Sirs,

Further to the discussions held, we set out below, by way of contractual proposal pursuant to law, the terms of the Debt Restructuring Agreement, which shall be deemed concluded upon Your acceptance of the entire content of this letter.

** **

DEBT RESTRUCTURING AGREEMENT

** **

BETWEEN

** **

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Final Form

Form of Subscription Agreement

This SEC****URITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of [●], 2026, by and among Avere Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the Persons listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”).

WHEREAS, the Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the U.S. Securities Act of 1933, as amended (the “Securities Act”);

…