Browse EX-10 agreements

FORM OF LENDER JOINDER AGREEMENT

This LENDER JOINDER AGREEMENT (this “Joinder”) is made as of _______, 20__.

Reference is made to the Amended and Restated Revolving Credit Agreement, dated as of August 18, 2026, entered into by and among each borrower listed on Schedule 1.01(B) thereto (collectively, the “Borrowers”), Mizuho Bank, Ltd. and KKR Capital Markets, as the joint lead arrangers, each lending institution that becomes a lender thereunder (the “Lenders”), and Mizuho Bank, Ltd., as the administrative agent (in such capacity, the “Administrative Agent”), the collateral agent (in such capacity, the “Collateral Agent”) and the Letter of Credit Issuer (as the same may be modified, amended, supplemented or restated from time to time, the “Credit Agreement”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Credit Agreement and the rules of interpretation set forth in Section 1.02of the Credit Agreement shall apply as if fully set forth herein, mutatis mutandis.

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**Palo Alto Networks, Inc. **

**Executive Change in Control and Severance Policy **

**Effective as of August 20, 2026 (the “Effective Date”) **

This Executive Change in Control and Severance** **Policy (the “Policy”) is designed to provide certain protections to a select group of key members of senior management of Palo Alto Networks, Inc. (the “Company”) or any of its subsidiaries in connection with a change in control of the Company or in connection with the involuntary termination of their employment under the circumstances described in the Policy. The Policy is designed to be an “employee welfare benefit plan” under Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and Section 2520.104-23 of the regulations promulgated by the U.S. Department of Labor.

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AMENDMENT NO. 6

AMENDMENT NO. 6, dated as of August 20, 2026 (this “Amendment”), to the Term Loan Credit Agreement, dated as of May 6, 2019 (as amended by that certain Amendment No. 1, dated as of April 8, 2021, that certain Amendment Agreement, dated as of March 13, 2023, that certain Amendment No. 2, dated as of April 24, 2023, that certain Amendment No. 3, dated as of January 31, 2024, that certain Amendment No. 4, dated as of December 12, 2024, that certain Amendment No. 5, dated as of January 15, 2026, and as further amended, restated, supplemented or modified from time to time prior to the date hereof, the “Credit Agreement”), among ADIENT US LLC, a Michigan limited liability company (the “Lead Borrower”), ADIENT GLOBAL HOLDINGS S.À R.L., a private limited liability company (société à re-sponsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg (together with the Lead Borrower, collectively, the “Borrowers” and each, a “Borrower”), each Lender from time to time party thereto, the other parties party thereto and BANK OF AMERICA, N.A., as Administrative

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Bleichroeder Acquisition Corp. II

1345 Avenue of the Americas, Fl 47

New York, NY 10105

August 19, 2026

MJP Advisory Group LLC

1345 Avenue of the Americas, Fl 47

New York, NY 10105

Re:	Amended and Restated Advisory Services Agreement

Ladies and Gentlemen:

This amended and restated letter agreement (this “Agreement”), by and between Bleichroeder Acquisition Corp. II (the “Company”) and MJP Advisory Group LLC (“MJP”), dated as of the date hereof, amends and restates in its entirety that certain Advisory Services Agreement, dated as of November 24, 2025, by and between the Company and MJP (the “Original Agreement”).

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of August 20, 2026, between ESS Tech, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to (i) an effective registration statement under the Securities Act (as defined below) as to the Shares (as defined below) and the Pre-Funded Warrants (as defined below) and (ii) an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof or Regulation D thereunder as to the Common Warrants (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, Securities (as defined below) of the Company as more fully described in this Agreement.

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EXCHANGE AGREEMENT

This Exchange Agreement (this “Agreement”) is dated as of August 19, 2026, between Profusa, Inc., a Delaware corporation (the “Company”) and Ascent Partners Fund LLC, a Delaware limited liability company (including its successors and assigns, the “Holder”).

WHEREAS, in connection with the transactions contemplated by that certain Option Agreement, dated as of July 31, 2026, by and among the Company, CentralLarkfieldKarin NA LLC, Venkata Boyapalli, a privately held trust, G3 Vision Labs Inc., Med Screen Laboratories Inc., Dominion Diagnostics LLC and Acutis Diagnostics Inc. (as amended, the “Option Agreement”), the Company is restructuring certain of its outstanding indebtedness, and, subject to the terms and conditions set forth in this Agreement, the Company and the Holder desire to exchange the Existing Notes (as defined below) for shares of Preferred Stock (as defined below).

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19505 Biscayne Blvd. ● Suite 2350 ● Aventura, FL 33180 ● legal@ascentpartnersllc.com

To:	Profusa, Inc. 626 Bancroft Way, Suite A Berkeley, CA Attention: Fred Knechtel, CFO

August 12, 2026

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Re: Amendment No. 5

Dear Fred:

Reference is made to (a) the Securities Purchase Agreement, dated as of February 11, 2025 (as modified to the date hereof, the “Purchase Agreement”), by and among Profusa, Inc., a Delaware corporation (together with its successors and permitted assigns, the “Company”), Ascent Partners Fund LLC, a Delaware limited liability company (“Ascent”) and the other Purchasers from time to time party thereto and Ascent, as collateral agent for the Purchaser Parties, as defined therein (together with its successors and permitted assigns, the “Collateral Agent”), and (b) that certain Warrant to Purchase Shares of Common Stock of the Company, issued by the Co

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**THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES REGULATIONS AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE OR PLEDGED AS SECURITY IN THE ABSENCE OF SUCH REGISTRATION WITHOUT RELIANCE ON AN EXEMPTION UNDER THE SECURITIES ACT AND COMPLIANCE WITH APPLICABLE STATE SECURITIES REGULATIONS. **

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THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), JACK STOVER A REPRESENTATIVE OF THE COMPANY WILL, BEGINNING TEN DAYS AFTER THE ISSUANCE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i). JACK STOVER MAY BE REACHED AT (215) 208-7035, stover.jack@gmail.com.

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SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

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**DUE **August 12, 2027

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Exhibit 10.1

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) IS THE TYPE THAT DARIOHEALTH CORP., TREATS AS PRIVATE OR CONFIDENTIAL. OMISSIONS ARE DENOTED IN BRACKETS THROUGHOUT THIS EXHIBIT.

August 19, 2026

Steven Nelson
[**]

Dear Steven:

Following our conversation, below are the terms and conditions (the “Agreement”) regarding your separation from employment with DarioHealth Corp. (the “Company”).

1.            Termination of Employment. Your employment with the Company will terminate on September 30, 2026 (the “Separation Date”). Effective September 1, 2026, you will cease to serve as the Company's President and Chief Commercial Officer. You will be timely paid all earned wages (including accrued, unused vacation time) no later than October 16, 2026.

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Exhibit 10.2

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) IS THE TYPE THAT DARIOHEALTH CORP., TREATS AS PRIVATE OR CONFIDENTIAL. OMISSIONS ARE DENOTED IN BRACKETS THROUGHOUT THIS EXHIBIT.

CONSULTING AGREEMENT

This Consulting Agreement (the “Agreement”) is made and entered on October 1, 2026 (the “Effective Date”), by and between DarioHealth Corp., a Delaware corporation with its principal place of business at 322 W 57th Street, #33B, New York, NY 10019 (the “Company”), and Steven Nelson, an individual having an address at [**] (the “Consultant”). Company and Consultant are referred to collectively as the “Parties” or each as a “Party”.

WHEREAS, the Company is engaged in digital services designed to help consumers manage and improve their well-being and life satisfaction (the “Company’s Business”); and

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Exhibit 10.1

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CONSULTING AGREEMENT

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THIS CONSULTING AGREEMENT (“Agreement”) is entered into as of August 1, 2026 (the “Effective Date”), by and between Vertical Data Inc., a Nevada corporation (“Company”), and Lincoln Hall Advisors LLC, a Wyoming limited liability company (“Consultant”). The Company desires to retain Consultant as an independent contractor to perform consulting services for the Company, and Consultant is willing to perform such services, on the terms described below. In consideration of the mutual promises contained herein, the parties agree as follows:

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1. Services and Compensation.

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Exhibit 10.1

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL AND HAS BEEN MARKED WITH “[***]” TO INDICATE WHERE OMISSIONS HAVE BEEN MADE.

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THIRD AMENDED AND RESTATED
CREDIT AGREEMENT

dated as of

August 20, 2026

among

WINNEBAGO INDUSTRIES, INC.

WINNEBAGO OF INDIANA, LLC

GRAND DESIGN RV, LLC

NEWMAR CORPORATION

The Other Loan Parties Party Hereto

The Lenders Party Hereto

JPMORGAN CHASE BANK, N.A.
as Administrative Agent

and

BMO BANK, N.A.
as Syndication Agent

JPMORGAN CHASE BANK, N.A. and BMO CAPITAL MARKETS CORP.
as Joint Bookrunners and Joint Lead Arrangers

ASSET BASED LENDING

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