Browse EX-10 agreements

EXECUTION VERSION SIXTEENTH AMENDMENT AND WAIVER TO LOAN AND SECURITY AGREEMENT (this “Amendment and Waiver”), dated as of June 26, 2026 (the “Amendment and Waiver Date”), among NEW MOUNTAIN FINANCE HOLDINGS, L.L.C., a Delaware limited liability company (the “Borrower”), NEW MOUNTAIN FINANCE CORPORATION, a Delaware corporation (the “Collateral Manager”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as the administrative agent (in such capacity, the “Administrative Agent”) and as a lender, the lenders signatory hereto (each a “Lender” and, collectively, the “Lenders”). WHEREAS, the Borrower, the Collateral Manager, the Administrative Agent, the Swingline Lender, the other Lenders party from time to time thereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral custodian are parties to the Third Amended and Restated Loan and Security Agreement, dated as of October 24, 2017 (as amended from time to time prior to the date hereof, the “Loan and Security Agreement”), providing, among other things, for the making and the administration of the Advances by the Lenders to the Borrower; a

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PPM AMERICA, INC.

PERFORMANCE INCENTIVE AWARD PLAN

Approved effective as of April 13, 2018

2

CONTENTS

CLAUSEPAGE

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July 16, 2026

Brian Walta

Dear Brian:

This letter confirms the terms of your continued employment with Jackson National Life Insurance Company (“Company”) and association with Jackson Financial Inc. (“JFI”) and its subsidiaries following your promotion to Executive Vice President and Chief Financial Officer effective October 1, 2026, reporting to Don Cummings, who will assume the role of Chief Executive Officer and President at that time. You may also be appointed to serve as an officer or director of entities affiliated with JFI.

•Your annual base salary will be $600,000 effective with your promotion on October 1, 2026. Your base salary is payable in bi-weekly installments and is subject to normal deductions for tax withholding, benefits, and similar items.

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July 16, 2026

Don Cummings

Dear Don:

This letter confirms the terms of your continued employment with Jackson National Life Insurance Company (“Company”) and association with Jackson Financial Inc. (“JFI”) and its subsidiaries following your promotion to Chief Executive Officer and President effective October 1, 2026. You may also be appointed to serve as an officer or director of entities affiliated with JFI.

•Your annual base salary will be $1,050,000 effective with your promotion on October 1, 2026. Your base salary is payable in bi-weekly installments and is subject to normal deductions for tax withholding, benefits, and similar items.

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NOTICE OF AWARD OF RESTRICTED SHARE UNITS

Jackson Financial Inc. (the “Company”), pursuant to its 2021 Omnibus Incentive Plan, as amended from time to time (the “Plan”), hereby grants to you a restricted share unit award (the “Award”) with respect to the number of shares of the Company’s common stock (“Shares”) indicated below in this Notice of Award of Restricted Share Units (the “Notice”). The Award is effective on the grant date indicated below and is subject to the terms and conditions set forth in this Notice and in the Director Restricted Share Unit Agreement in effect as of the Grant Date (the “Award Agreement”) and the Plan, each of which is incorporated by reference. Capitalized terms that are used in this Notice but not defined in this Notice have the meanings given to such terms in the Plan.

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NOTICE OF AWARD OF RESTRICTED SHARE UNITS

Jackson Financial Inc. (the “Company”), pursuant to its 2021 Omnibus Incentive Plan, as amended from time to time (the “Plan”), hereby grants to you a restricted share unit award (the “Award”) with respect to the number of shares of the Company’s common stock (“Shares”) indicated below in this Notice of Award of Restricted Share Units (the “Notice”). The Award is effective on the grant date indicated below and is subject to the terms and conditions set forth in this Notice and in the Director Restricted Share Unit Agreement in effect as of the Grant Date (the “Award Agreement”) and the Plan, each of which is incorporated by reference. Capitalized terms that are used in this Notice but not defined in this Notice have the meanings given to such terms in the Plan.

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July 16, 2026

Laura Prieskorn

DearLaura:

This letter confirms the terms of your continued employment with Jackson National Life Insurance Company (“Company”)andassociationwithJacksonFinancialInc.(“JFI”)anditssubsidiariesfollowingyourtransitionfrom ChiefFinancialOfficerand President toaSeniorAdvisorpositionwiththeCompany.Yourposition as Chief Executive Officer and President will end on September 30, 2026, and your newrole as Senior Advisor will be effective October 1, 2026, subject to the terms and conditions that appear below. No other agreements regarding your transition to and compensation as a Senior Advisor with the Company exist, expressed or implied.

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Date=Grant Date

TO:        <@Name@>

FROM:

SUBJECT:    2026Restricted Stock Unit Award

You have been granted a restricted stock unit award. This award, which is subject to adjustment under the 2026 Restricted Stock Unit Agreement (the “Agreement”), is granted to you in recognition of your role as a non-management director for The Williams Companies, Inc. It is granted and subject to the terms and conditions of The Williams Companies, Inc. 2007 Incentive Plan, as amended and restated from time to time, and the Agreement.

Subject to all of the terms of the Agreement, you will generally become entitled to payment of this award when you leave your role as a non-management director for the Company.

If you have any questions about this award, you may contact a dedicated Fidelity Stock Plan Representative at 1-800-823-0217.

#101724096v3

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Exhibit 10.1

2026 RESTRICTED STOCK UNIT AGREEMENT

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LOAN AGREEMENT

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This Loan Agreement (this “Agreement”) is entered into as of July 10, 2026 (the “Execution Date”) by and between:

A.	ASE Test, Inc., a company limited by shares incorporated under the laws of the Republic of China, with an address of 10 West 5th Street, Nanzi District, Kaohsiung City 811627, Taiwan (“Lender”);

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EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") is dated as of the date this Agreement is fully executed by both parties (the "Effective Date") by and between GeneDx, LLC, a Delaware limited liability company (the "Employer"), and Mark Gardner (the "Executive").

WITNESSETH:

WHEREAS, the Employer is a wholly-owned subsidiary of GeneDx Holdings Corp. (together with the Employer and any other direct or indirect subsidiaries of GeneDx Holdings Corp., "GeneDx");

WHEREAS, the Employer wishes to set forth the terms and conditions of the Executive's employment with the Employer, on terms and conditions mutually agreeable and beneficial to the Employer and the Executive; and

WHEREAS, the Executive is willing to render services to GeneDx pursuant to the terms and conditions hereof.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements of the parties herein contained, the parties, intending to be legally bound, hereby agree as follows:

1.POSITION AND DUTIES.

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PURCHASE AGREEMENT

(The Pike Outlets)

THIS PURCHASE AGREEMENT (this “Agreement”) is made effective as of May 1, 2026 (the “Effective Date”) by and between DDR URBAN LP, a Delaware limited partnership (“Seller”), and PIKE LONG BEACH OWNER LLC, a Delaware limited liability company (“Buyer”).

SECTION 1THE PROPERTY.

1.1

Seller agrees to sell and Buyer agrees to purchase the ground leasehold interest in real property consisting of approximately 18,645 acres of land situated at the location generally known as 95 S. Pine Ave. in Long Beach, the County of Los Angeles, State of California, and more particularly described on Exhibit “A”, together with all improvements located thereon, if any, and all appurtenant easements, rights, and privileges (the “Property”). The Property is commonly referred to as The Pike Outlets, as shown on the site plan attached as Exhibit “B”.

1.2

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FIRST AMENDEMENT TO PURCHASE AGREEMENT

(The Pike Outlets)

THIS FIRST AMENDMENT TO PURCHASE AGREEMENT(this “Amendment”) is made effective as of May 11, 2026 (the “Amendment Effective Date”) by and between DDR URBAN LP, a Delaware limited partnership (“Seller”), and PIKE LONG BEACH OWNER LLC, a Delaware limited liability company (“Buyer”).

RECITALS:

A.

Seller and Buyer entered into that certain Purchase Agreement dated as of May 1, 2026 (“Original Purchase Agreement”) with respect to certain real property consisting known as The Pike Outlets located at 18,645 acres of land situated at the location generally known as 95 S. Pine Ave. in Long Beach, the County of Los Angeles, State of California, as more particularly described in the Original Purchase Agreement (collectively, the “Property”).

B.

Seller and Buyer desire to amend the Original Purchase Agreement as set forth in this Amendment.

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