Browse EX-10 agreements

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THIRD AMENDMENT TO FINANCING AGREEMENT

This THIRD AMENDMENT TO FINANCING AGREEMENT, dated as of March 27, 2026 (this “Amendment”), by and among XBP Americas, LLC, a Delaware limited liability company (f/k/a Exela Technologies BPA, LLC) (the “Lead Borrower” and “Administrative Borrower”) on behalf of the Borrowers (as defined below) and Ankura Trust Company, LLC, a New Hampshire limited liability company (“Ankura”), as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”), and Ankura, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”) which amends that certain Financing Agreement, dated as of July 29, 2025 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, including as amended by that certain First Amendment to Financing Agreement, dated as of January 21, 2026 and by that certain Second Amendment to Financing Agreement, dated as of February 13, 2026, the “Financing Agreement”, and as further amended by this Amendment, the “Amended Financing Agreement”) by and among the Lead Borrower, Exela Finance Inc., a Delaware corporation (“Exela Finance” and together with the Lead Borrower, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of the Lead Borrower listed as a “Guarantor” on the signature pages thereto (together with each other Person

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FOURTH AMENDMENT TO

CREDIT AND SECURITY AGREEMENT

This FOURTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of March 27, 2026, is entered into by and among XBP Americas, LLC (formerly known as Exela Technologies BPA, LLC) a Delaware limited liability company, (the “Borrower”), the guarantors party thereto (the “Guarantors”), MIDCAP FUNDING IV TRUST, a Delaware statutory trust, as administrative agent (the “Agent”), and the financial institutions or other entities from time to time parties hereto, each as a Lender.

RECITALS

WHEREAS, reference is made to that certain Credit And Security Agreement, dated as of July 29, 2025 (the “Original Credit Agreement”), by and among the Borrower, the Guarantors, the Lenders, and the Agent (as amended by that certain First Amendment to Credit Agreement, dated as of December 19, 2025, as further amended by that certain Second Amendment to Credit Agreement, dated as of January 21, 2026 and as further amended by that certain Third Amendment to Credit Agreement, dated as of March 6, 2026, the “Existing Credit Agreement”, and as such Existing Credit Agreement is amended hereby or as may be amended, restated, amended and restated, supplemented or modified from time to time thereafter, the “Credit Agreement”);

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Enphase Energy, Inc.

2021 Equity Incentive Plan

Adopted by the Board of Directors: March 25, 2021

Approved by the Stockholders: May 19, 2021 Amended by the Board of Directors: March 31, 2025 Approved by the Stockholders: May 14, 2025 Amended by the Board of Directors: March 30, 2026 Approved by the Stockholders: May 13, 2026

1.    General.

(a)    Prior Plan. As of the Original Effective Date: (i) no additional awards may be granted under the Prior Plan; and (ii) all Prior Plan Awards will remain subject to the terms of the Prior Plan, except that any Prior Plan Returning Shares will become available for issuance pursuant to Awards granted under this Plan. All Awards granted under this Plan will be subject to the terms of this Plan.

(b)    Eligible Award Recipients. Subject to Section 4, Employees, Directors and Consultants are eligible to receive Awards.

(c)    Available Awards. The Plan provides for the grant of the following types of Awards: (i) Incentive Stock Options; (ii) Nonstatutory Stock Options; (iii) Stock Appreciation Rights; (iv) Restricted Stock Awards; (v) Restricted Stock Unit Awards; (vi) Performance Stock Awards; and (vii) Other Stock Awards.

(d)    Purpose. The Plan, through the granting of Awards, is intended to help the Company and any Affiliate secure and retain the services of eligible award recipients, provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate, and provide a means by which such persons may benefit from increases in value of the Common Stock.

2.    Administration.

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[Certain information has been excluded because it both (i) is not material and (ii) is the type the Company treats as private or confidential]

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE 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 AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Original Issue Date: May 5, 2026

$156,550.27

SENIOR SECURED CONVERTIBLE NOTE DUE JULY 6, 2027

THIS SENIOR SECURED CONVERTIBLE NOTE is a duly authorized and validly issued Senior Secured Convertible Note of CV Sciences, Inc., a Delaware corporation (the “Company”), having its principal place of business at 9530 Padgett Street, Suite 107, San Diego, CA 92126, designated as its Senior Secured Convertible Note due on the Maturity Date (defined below) (this Note, the “Note”).

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FIRST AMENDMENT TO COLLABORATION AGREEMENT

This First Amendment to the Collaboration Agreement (this "First Amendment") is entered into as of January 13, 2026 by and between Rani Therapeutics, LLC, a California limited liability company ("Rani"), and ProGen Co., Ltd. ("ProGen"). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement.

Recitals

WHEREAS, Rani and ProGen are parties to that certain Collaboration Agreement dated June 17, 2024 (the "Agreement");

WHEREAS, pursuant to Section 10.5.3 (Non-Program Data) of the Agreement, ProGen has the right to publicly disclose, publish and/or present Compound-Specific Data without requiring prior consent of Rani;

WHEREAS, Rani and ProGen wish to amend Section 10.5.3 (Non-Program Data) of the Agreement to coordinate the disclosure of certain Compound-Specific Data with the disclosure of Program Data, and leave all other terms unchanged;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties hereby agree as follows:

First Amendment to Section 10.5.3 (Non-Program Data) of the Agreement

Section 10.5.3 of the Agreement is hereby amended and restated in its entirety as follows:

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RANI THERAPEUTICS HOLDINGS, INC.

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

(AS AMENDED EFFECTIVE MARCH 18, 2026)

Each member of the Board of Directors (the “Board”) who is not also serving as an employee of or consultant to Rani Therapeutics Holdings, Inc. (the “Company”) or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Non-Employee Director Compensation Policy for his or her Board service upon and following the date of the underwriting agreement between the Company and the underwriters managing the initial public offering of the Company’s Class A common stock (the “Common Stock”), pursuant to which the Common Stock is priced in such initial public offering (the “Effective Date”). An Eligible Director may decline all or any portion of his or her compensation by giving notice to the Company prior to the date cash may be paid or equity awards are to be granted, as the case may be. This policy is effective as of the Effective Date and may be amended at any time in the sole discretion of the Board or the Compensation Committee of the Board.

Annual Cash Compensation

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Exhibit 10.17

[*] Certain information in this document has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential.

MASTER SERVICES AGREEMENT

This Master Services Agreement (the “MSA”) is made on 31 March 2026 (the “Effective Date”)

Between:

1.	SAI AU NO.2 PTY LTD, a company incorporated in Australia (ACN: 695 331 063), having its registered office at U 303 44 Miller St, North Sydney NEW SOUTH WALES, Australia (“Service Provider”);

and

2.	SPOCHUB SOLUTIONS PRIVATE LIMITED, a company incorporated under the Companies Act 2013, having Corporate Identification No. U72900MH2021PTC355918 and having Legal Entity Identifier (LEI) Code 335800RYBFDD8JCN9Y10, and its registered office at P.No. B-24/25, NICE Area, MIDC, Satpur, Nashik, Maharashtra, India – 422 007 (“First Customer”);

3.	ESDS Cloud FZ-LLC, a company incorporated with the Dubai Development Authority, United Arab Emirates with trade license number 96100 and registered address at Ex 17, Ground Floor, Bldg 7 Co Work, Dubai Outsource City, Dubai, UAE (“Second Customer”);

(Where both First Customer and Second Customer will together be known as “Customer”),

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EXECUTION VERSION

		Published CUSIP Number:		00766HAG1
		Revolving Credit CUSIP Number:		00766HAH9

CREDIT AGREEMENT

dated as of May 14, 2026,

by and among

ADVANCED MICRO DEVICES, INC.,

as Borrower,

the Lenders referred to herein,

as Lenders,

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent,

Swingline Lender and an Issuing Lender

JPMORGAN CHASE BANK, N.A.,

BOFA SECURITIES, INC.,

BARCLAYS BANK PLC,

CITIBANK, N.A.,

MORGAN STANLEY MUFG LOAN PARTNERS, LLC,

and

WELLS FARGO SECURITIES, LLC,

as Joint Lead Arrangers and Joint Bookrunners

BANK OF AMERICA, N.A.

BARCLAYS BANK PLC,

CITIBANK, N.A.,

MORGAN STANLEY MUFG LOAN PARTNERS, LLC,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Co-Syndication Agents,

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TABLE OF CONTENTS

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EXECUTION VERSION

SECOND AMENDMENT AGREEMENT

This Second Amendment Agreement (“Agreement”), dated as of May 13, 2026, is made by and among JGB Capital L.P., JGB Partners L.P. and JGB (Cayman) Gasconne Ltd. (collectively, the “Purchasers” and each a “Purchaser”), Marpai Inc., a Delaware corporation (the “Company”), JGB Collateral LLC, a Delaware limited liability company (the “Agent”), as agent for the Purchasers, and each Person executing this Agreement as a guarantor, pledgor and/or mortgagor (collectively, the “Credit Support Parties”).

WHEREAS, the Purchasers and the Company entered into a Securities Purchase Agreement dated as of April 15, 2024 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its provisions, the “Purchase Agreement”), whereby the Company issued to the Purchasers, and the Purchasers acquired from the Company, Senior Secured Convertible Debentures due April 15, 2027, as amended by the First Amendment (as defined below) (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its provisions, collectively the “Debentures” and each a “Debenture”);

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Exhibit 10.1

J.W. MAYS, INC.

(“Borrower”)

to

BEACON BANK & TRUST

(“Lender”)

_______________________________________________________________

NON-REVOLVING LINE OF CREDIT AND BUILDING LOAN MORTGAGE NOTE

_______________________________________________________________

	Dated:	May 12, 2026
	Mortgaged Premises
	Location:	461 Route 9
	Section:	6255
	Block:	00
	Lot:	078444
	Town:	Fishkill
	County:	Dutchess

PREPARED BY:

Anderson Kill P.C.

1055 Washington Blvd, Suite 530

Stamford, CT 06901

Attention: Richard J. Sandor, Esq.

File No.: 107981.13267

	Title No.	SA-124202-D issued by Statewide Abstract Corp., as agent for First American Title Insurance Company

NON-REVOLVING LINE OF CREDIT AND BUILDING LOAN MORTGAGE NOTE

(hereinafter, the “Note”)

$8,000,000.00	Fishkill, New York
	May 12, 2026

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INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], by and between Breeze Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of May 12, 2026, (as it may from time to time be amended, this “Agreement”), is entered into by and among Breeze Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and Breeze Sponsor II, LLC, a Delaware limited liability company (the “Sponsor” and the “Purchaser”).

WHEREAS, The Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one ordinary share, par value $0.0001 per share (a “Share”), and one right (each, a “Right”), each Right entitles the holder thereof to receive one-fifth (1/5) of one Share, as set forth in the Company’s registration statement on Form S-1 related to the Public Offering (the “Registration Statement”).

WHEREAS, the Purchaser has agreed to purchase an aggregate of 447,500 private placement units (or up to 475,625 if the Underwriters’ over-allotment option in the Public Offering is exercised in full) (the “Private Placement Units”) at a purchase price of $10.00 per unit, each Private Placement Unit consisting of one Share and one right to receive one-fifth (1/5) of one Share (each, a “Private Placement Right”).

NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:

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