Browse EX-10 agreements

“[*****]” DENOTES PLACES WHERE CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL, AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL.

**SUBSCRIPTION AGREEMENT **

THIS SUBSCRIPTION AGREEMENT (collectively with the appendices hereto, this “Agreement”) is made as of 26 August, 2026 between OPay Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and Stanbic Africa Holdings Limited, a company incorporated under the laws of England and Wales (the “Investor”).

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**OPay Limited **

**(incorporated in the Cayman Islands with limited liability) **

**2026 EQUITY INCENTIVE PLAN **

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**TABLE OF CONTENT **

ARTICLE 1 PURPOSE		** **	3	** **
ARTICLE 2 DEFINITIONS AND CONSTRUCTION		** **	3	** **
ARTICLE 3 SHARES SUBJECT TO THE PLAN		** **	8	** **
ARTICLE 4 ELIGIBILITY AND PARTICIPATION		** **	8	** **

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**FORM OF INDEMNIFICATION AGREEMENT **

**OPAY LIMITED **

This Indemnification Agreement (this “Agreement”), made and entered into as of the *    * day of *    , 20  *, by and between OPay Limited, an exempted company with limited liability under the laws of Cayman Islands (the “Company”) and *     * (“Indemnitee”).

W I T N E S E T H:

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

WHEREAS, the Company and Indemnitee recognize the continued difficulty in obtaining liability insurance for its directors and officers, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance.

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**EMPLOYMENT AGREEMENT **

This Employment Agreement (the “Agreement”), dated as of     , 2026, is entered between OPay Limited, a company incorporated in the Cayman Islands (the “Company” and, together with its subsidiaries, the “Group”) and      (the “Executive”).

WHEREAS, the Company and the Executive wish to enter into an employment agreement whereby the Executive will be employed by the Company in accordance with the terms and conditions stated below;

NOW, THEREFORE, the parties hereby agree as follows:

ARTICLE 1

EMPLOYMENT, DUTIES AND RESPONSIBILITIES

Section 1.01*. Employment. *The Executive shall serve as the      of the Company. The Executive hereby accepts such employment and agrees to devote substantially all of the Executive’s time and efforts to promoting the interests of the Group.

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Exhibit 10.2.1

Certain identified information has been excluded from this exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act of 1933, as amended, because the Registrant customarily and actually treats that information as private or confidential and the omitted information is not material. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***].”

Execution Version

CREDIT AGREEMENT AND GUARANTY

dated as of

February 6, 2025

by and among

VVARDIS HOLDING AG

as the Parent,

VVARDIS AG,

as the Borrower,

THE SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO,

as the Subsidiary Guarantors,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

as the Lenders,

and

ORBIMED ROYALTY & CREDIT OPPORTUNITIES IV, LP,
AS THE INITIAL LENDER AND ADMINISTRATIVE AGENT

U.S. $35,000,000

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TABLE OF CONTENTS

Page

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Exhibit 10.9

vVARDIS Holding AG

2026 EQUITY INCENTIVE PLAN

Section 1.  Purpose.  The purpose of the vVARDIS Holding AG 2026 Equity Incentive Plan (the “Plan”) is to motivate and reward eligible employees and Non-Employee Directors of vVARDIS Holding AG (the “Company”) and its Subsidiaries to perform at the highest level and to further the best interests of the Company and its shareholders. Capitalized terms not otherwise defined herein are defined in Section 20.

Section 2.  Eligibility.

(a)              Any employee, Non-Employee Director, consultant or other advisor of the Company or any Subsidiary shall be eligible to be selected to receive an Award under the Plan.

(b)              Holders of equity compensation awards granted by a company acquired by the Company (or whose business is acquired by the Company) or with which the Company combines (whether by way of amalgamation, merger, sale and purchase of Shares or other securities or otherwise) are eligible to be selected to receive grants of Replacement Awards under the Plan.

Section 3.  Administration.

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Exhibit 10.3.1*

Certain identified information has been excluded from this exhibit pursuant to Item 601(b)(10) (iv) of Regulation S-K under the Securities Act of 1933, as amended, because the Registrant customarily and actually treats that information as private or confidential and the omitted information is not material. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***].”

Execution

No. N-1	Date of Issuance: August 19, 2024

US$10,000,000

FOR VALUE RECEIVED, vVARDIS Inc., a Delaware corporation (the “Company”), hereby promises to pay to the order of Henry Schein, Inc., a Delaware corporation (the “Holder”), the principal sum of US$10,000,000, together with interest thereon from the date of this Note.

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Exhibit 10.2.4

Execution Version

AMENDMENT NO. 3 TO CREDIT AGREEMENT AND GUARANTY

This AMENDMENT NO. 3 TO CREDIT AGREEMENT AND GUARANTY, dated as of January 9, 2026 (this “Agreement”), by and among vVARDIS AG, a Swiss corporation (Aktiengesellschaft) (the “Borrower”), vVARDIS Holding AG, a Swiss corporation (Aktiengesellschaft) (the “Parent”), certain Subsidiaries of the Parent party hereto, the Lenders party hereto, and ORBIMED ROYALTY & CREDIT OPPORTUNITIES IV, LP, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Agent”).

RECITALS

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Exhibit 10.8

Indemnity Agreement
dated as of [date]
between
vVARDIS Holding AG	(theCompany)
Gubelstrasse 24
6300 Zug
Switzerland
and

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Exhibit 10.2.2

Execution Version

AMENDMENT NO. 1 TO CREDIT AGREEMENT AND GUARANTY

This AMENDMENT NO. 1 TO CREDIT AGREEMENT AND GUARANTY, dated as of June 30, 2025 (this “Agreement”), by and among vVARDIS AG, a Swiss corporation (Aktiengesellschaft) (the “Borrower”), vVARDIS Holding AG, a Swiss corporation (Aktiengesellschaft) (the “Parent”), certain Subsidiaries of the Parent party hereto, the Lenders party hereto, and ORBIMED ROYALTY & CREDIT OPPORTUNITIES IV, LP, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Agent”).

*RECITALS
*

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Exhibit 10.2.3

Execution Version

WAIVER AND AMENDMENT NO. 2 TO CREDIT AGREEMENT AND GUARANTY

This WAIVER AND AMENDMENT NO. 2 TO CREDIT AGREEMENT AND GUARANTY, dated as of November 28, 2025 (this “Agreement”), by and among vVARDIS AG, a Swiss corporation (Aktiengesellschaft) (the “Borrower”), vVARDIS Holding AG, a Swiss corporation (Aktiengesellschaft) (the “Parent”), certain Subsidiaries of the Parent party hereto, the Lenders party hereto, and ORBIMED ROYALTY & CREDIT OPPORTUNITIES IV, LP, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Agent”).

*RECITALS
*

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Exhibit 10.5.2*

Execution Version

Amendment No. 1 to Secured Promissory Note

This Amendment No. 1 to the Secured Promissory Note (this “Amendment”) is entered into as of January 13, 2026 (the “First Amendment Effective Date”), by and between vVARDIS Inc. (the “Company”) and Henry Schein, Inc. (the “Holder”).

Recitals

WHEREAS, the Parties entered into that certain Note Purchase Agreement, dated December 19, 2024 (the “Note Purchase Agreement”), pursuant to which the Holder agreed to purchase from the Company that certain secured promissory note in the principal amount of US$5,000,000 (the “Note”);

WHEREAS, the Company and the Holder entered into that certain Note, dated December 20, 2024.

WHEREAS, the parties now desire to amend the Note as set forth herein.

1. DEFINED TERMS.

Unless otherwise defined herein, capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Note or the Note Purchase Agreement.

2. AMENDMENTS TO THE NOTE.

Effective as of the First Amendment Effective Date, the Note is hereby amended as follows:

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