Browse EX-10 agreements

**Execution Version **

***GUARANTY ***

THIS GUARANTY (this “Guaranty”), dated as of September [__], 2026 (the “Effective Date”), is made by CHESAPEAKE UTILIIES CORPORATION (“Guarantor”), in favor of FLORIDA ENERGY PATHWAY, LLC (“Counterparty”).

**RECITALS: **

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**Execution Version **

**CONSTRUCTION, OPERATION AND MANAGEMENT AGREEMENT **

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**TABLE OF CONTENTS **

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August 31, 2026

Mr. James Bligh

Seafire, Unit S601

Block 11B

Parcel 88H41H144

Cayman Islands

Re: Employment Offer Letter

Dear James:

CDT Equity Inc. of 4851 Tamiami Trail North, Suite 200, Naples, FL 34103 (the “Company”) is pleased to offer you a position on the terms set forth in this letter (this “Agreement”), effective as of the date of this letter (the “Effective Date”). In consideration of the mutual promises contained herein, the parties agree as follows.

1. Duties, Position and Location

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Employment AGREEMENT

This Employment Agreement (“Agreement”) is made between Invivyd, Inc., a Delaware corporation (the “Company”), and Marc Elia (“Executive”), this 30th day of August, 2026.

WHEREAS, the Company desires to employ Executive in the role of Chief Executive Officer, providing Executive with certain compensation and benefits in return for such full-time employment services, and Executive desires to accept such full-time employment and provide personal services to the Company in return for certain compensation and benefits set forth below;

WHEREAS, the Company and Executive desire for this Agreement to be effective as of August 30, 2026 (the “Effective Date”); and

WHEREAS, as a condition of employment, Executive agrees to enter into an Employee Proprietary Information and Inventions Assignment Agreement in a form acceptable to the Company (a “PIIA Agreement”) on or before the Effective Date.

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August 31, 2026

3i, LP

2 Wooster Street, 2nd Floor

New York, NY 10013

Attention: Maier J. Tarlow

	Re:	Side Letter — Closing under Series B Preferred Purchase Agreement and Series C Preferred Purchase Agreement

Dear Mr. Tarlow:

This letter agreement (this “Letter Agreement”) is entered into as of the date first written above, by and between Valion Bio, Inc., a Delaware corporation (the “Company”), and 3i, LP, a Delaware limited partnership (the “Purchaser”).

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NON-REDEMPTION AGREEMENT

This Non-Redemption Agreement (this “Agreement”) is entered as of August 31, 2026 by and among Andretti Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Andretti Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned investor (the “Investor”).

RECITALS

WHEREAS, the Sponsor currently holds Class B ordinary shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”) initially purchased in a private placement prior to the Company’s initial public offering (the “IPO” and such shares, the “Founder Shares”);

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EIGHTH MODIFICATION AGREEMENT

DATE:    As of August 28, 2026

PARTIES:    Borrower:    GLOBAL WATER RESOURCES, INC., a Delaware corporation (“Borrower”)

Borrower        21410 North 19th Avenue, Suite 220

Address:        Phoenix, Arizona 85027-2738

Bank:    THE NORTHERN TRUST COMPANY, an Illinois banking corporation (“Bank”)

Bank    2398 East Camelback Road, Suite 1100

Address:    Phoenix, Arizona 85016

RECITALS:

A.Bank has extended to Borrower a loan (the “Loan”) in the original maximum principal amount of $10,000,000 pursuant to that certain Loan Agreement dated as of April 30, 2020 (the “Loan Agreement”), and evidenced by that certain Multiple Advance Note dated April 30, 2020 (the “Revolver Note”). Pursuant to that certain Sixth Modification Agreement between Borrower and Bank dated as of April 10, 2025, the maximum principal amount of the Loan and the Commitment was increased to $20,000,000, which remains the current maximum principal amount immediately prior to giving effect to this Eighth Modification Agreement. The unpaid principal balance of the Loan as of the date of

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AMENDMENT TO SPAC HOLDERS SUPPORT AGREEMENT

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This Amendment to SPAC Holders Support Agreement (this “Amendment”), dated as of August 31, 2026 (the “Amendment Date”), amends that certain SPAC Holders Support Agreement, dated as of October 13, 2025 (the “Agreement”), by and among Inflection Point Fund I, LP, a Delaware limited partnership (“IPF”), Maywood Sponsor, LLC, a Delaware limited liability company (“Maywood Sponsor”) (Maywood Sponsor and IPF, each a “Sponsor” and, collectively, the “Sponsors”), Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“Cohen”), Seaport Global Securities LLC (“Seaport”, and together with Cohen, the “Representatives”), Inflection Point Acquisition Corp. V (formerly known as Maywood Acquisition Corp.), a Cayman Islands exempted company (“SPAC”), GOWELL Technology Limited, a Cayman Islands exempted company (the “Company”), and GOWell Energy Technology, a Cayman Islands exempted company (“PubCo”). The Sponsors, the Representatives, SPAC, the Company, and PubCo

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OMNIBUS AMENDMENT TO INSIDER AGREEMENT AND UNDERWRITING AGREEMENT

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This Omnibus Amendment to Insider Agreement and Underwriting Agreement (this “Amendment”), dated as of August 31, 2026 (the “Amendment Date”), is made by and among Inflection Point Acquisition Corp. V (formerly known as Maywood Acquisition Corp.), a Cayman Islands exempted company (the “Company”), Maywood Sponsor LLC, a Delaware limited liability company (“Maywood Sponsor”), the members of the Company’s board of directors and management team (the “Insiders”), Inflection Point Fund I LP, a Delaware limited partnership (“IPF”) Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“Cohen”), Seaport Global Securities LLC (“Seaport”, and together with Cohen, the “Representatives”) are each referred to herein as a “Party” and collectively as the “Parties”.

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$350,000,000

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

dated as of August 27, 2026

by and among

DIGI INTERNATIONAL INC.,

as the Borrower,

THE GUARANTORS FROM TIME TO TIME PARTY HERETO,

THE LENDERS PARTY HERETO,

and

BMO BANK N.A.,

as Administrative Agent and Collateral Agent

**BMO CAPITAL MARKETS CORP., BANK OF AMERICA, N.A. **and **MUFG BANK, **

**LTD.,
**as Joint Lead Arrangers,

and **BMO CAPITAL MARKETS CORP. **and **BANK OF AMERICA, N.A. **as Joint

Bookrunners

Table of ContentS

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*Execution Version *

**FIRST AMENDMENT TO **

**CONTRIBUTION AGREEMENT **

This FIRST AMENDMENT TO CONTRIBUTION AGREEMENT, dated as of August 29, 2026 (this “Amendment”), is entered into by and among Americold Realty Operating Partnership, L.P., a Delaware limited partnership (“Americold”), Americold North America JV Member, LLC, a Delaware limited liability company (“Americold JV Member”), and Snowfall Topco LP, a Delaware limited partnership (“Investor”). Americold, Americold JV Member and Investor are each referred to herein individually as a “Party” and, collectively, as the “Parties.” Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Contribution Agreement (as defined below).

**RECITALS **

WHEREAS, the Parties, together with each of the entities listed on Schedule A hereto, are parties to that certain Contribution Agreement, dated as of May 7, 2026 (the “Contribution Agreement”);

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CANCELLATION AGREEMENT

This Cancellation Agreement is entered into as of August 28, 2026 (this “Agreement”), among T3 Defense Inc., a Delaware corporation (“T3”), Project 35 Ltd. (the “Company”) and X S.A. Security and Defense Ltd. (“XSA”).

WHEREAS, pursuant to the terms and provisions of the Stock Purchase Agreement dated as of July 6, 2026 (the “Purchase Agreement”; capitalized terms used in this Agreement shall have the meanings ascribed to such terms in the Purchase Agreement unless otherwise defined herein) among the parties hereto, T3 purchased a 60% equity interest in the Company from XSA; and

WHEREAS, the Parties desire to unwind the acquisition and cancel the Purchase Agreement in its entirety, including without limitation, T3 returning the Purchased Shares to XSA and XSA returning the Buyer Common Stock and cancelling the Note.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

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