Browse EX-10 agreements

Execution Version

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STOCK ACQUISITION AGREEMENT

by and among

PHOENIX ASIA HOLDINGS LIMITED, AS TRANSFEREE,

ACEA PHARMA, INC., AS THE COMPANY,

AND

ACEA THERAPEUTICS, INC., AS THE TRANSFEROR

Dated as of May 4, 2026

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TABLE OF CONTENTS

Page

Article I ACQUISITION AND SALE OF THE COMPANY SHARES	1
Section 1.1 Acquisition and Sale	1
Section 1.2 Closing	1
Article II CONSIDERATION AND MANNER OF PAYMENT	2
Section 2.1 Payments at Closing	2
Article III REPRESENTATIONS AND WARRANTIES OF THE COMPANY	2
Section 3.1 Organization and Qualification	2
Section 3.2 Authorization; Enforceability	3
Section 3.3 Capitalization	3
Section 3.4 Options	3
Section 3.5 No Violation	4
Section 3.6 Consents	4
Section 3.7 Absence of Certain Changes	4
Section 3.8 Taxes	4
Section 3.9 Material Contracts	6

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COMMON STOCK PURCHASE AGREEMENT

THIS COMMON STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of January 29, 2026, by and between Quantum Scan Holdings, Inc., a Delaware corporation (the “Company”), and Scilex Holding Company, a Delaware corporation (the “Purchaser”).

The parties hereby agree as follows:

1. Purchase and Sale of Common Stock.

1.1 Sale and Issuance of Common Stock. Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase, and the Company agrees to sell and issue to Purchaser, at the Closing, 193,021,436 shares of Common Stock of the Company (the “Common Stock”), at a purchase price per share of $0.14247 per share and an aggregate purchase price of $27,499,763.99. The shares of Common Stock issued to the Purchaser pursuant to this Agreement shall be referred to in this Agreement as the “Shares.”

1.2 Closing; Delivery.

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the “Agreement”), dated for reference purposes as of January 1, 2026 (the “Effective Date”) is made and entered into by and between DeFi Development Corp., formerly Janover Inc. (the “Company”), and Bruce Rosenbloom (the “Employee” and together with the Company, the “Parties” and individually a “Party”). ”). This Agreement replaces and supersedes the employment agreement between the Parties dated as of May 30, 2025. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 11.

RECITALS

WHEREAS, the Company and the Employee entered into an employment agreement dated September 7, 2023 (“Employment Agreement”); and

WHEREAS, Employee has resigned his employment with the Company without Good Reason as defined in the Employment Agreement and the Company and Employee have mutually agreed that Employee’s final date of employment as the Chief Financial Officer of the Company was April 17, 2025 (the “End Date”); and

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the “Agreement”), dated for reference purposes as of January 1, 2026 (the “Effective Date”), is made and entered into by and between DeFi Development Corp., a Delaware corporation (“Company”), and Daniel Kang (the “Executive” and together with the Company, the “Parties” and each individually a “Party”). This Agreement replaces and supersedes the employment agreement between the Parties dated as of September 19, 2025. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 11.

RECITALS

WHEREAS, subject to the amended and restated terms and conditions hereinafter set forth, Company wishes to continue to employ Executive as its Chief Strategy Officer and Executive wishes to continue to be employed by Company as its Chief Strategy Officer.

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the “Agreement”), dated for reference purposes as of January 1, 2026 (the “Effective Date”), is made and entered into by and between DeFi Development Corp., formerly Janover Inc., a Delaware corporation (the “Company”), and Parker White (the “Executive” and together with the Company, the “Parties” and individually a “Party”). This Agreement replaces and supersedes the employment agreement between the Parties dated as of April 15, 2025. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 11.

RECITALS

WHEREAS, subject to the amended and restated terms and conditions hereinafter set forth, Company wishes to continue to employ Executive as its Chief Operating Officer and Chief Investment Officer and Executive wishes to continue to be employed by Company as its Chief Operating Officer and Chief Investment Officer.

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the “Agreement”), dated for reference purposes as of January 1, 2026 (the “Effective Date”), is made and entered into by and between DeFi Development Corp., formerly Janover Inc., a Delaware corporation (the “Company”), and Fei Han (aka John Han) (the “Executive” and together with the Company, the “Parties” and individually a “Party”). This Agreement replaces and supersedes the employment agreement between the Parties dated as of April 14, 2025. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 11.

RECITALS

WHEREAS, subject to the amended and restated terms and conditions hereinafter set forth, Company wishes to continue to employ Executive as its Chief Financial Officer and Executive wishes to continue to be employed by Company as its Chief Financial Officer.

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the “Agreement”), dated for reference purposes as of January 1, 2026 (the “Effective Date”), is made and entered into by and between DeFi Development Corp., formerly Janover Inc., a Delaware corporation (the “Company”), and Joseph Onorati (the “Executive” and together with the Company, the “Parties” and individually a “Party”). This Agreement replaces and supersedes the employment agreement between the Parties dated as of April 15, 2025. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 11.

RECITALS

WHEREAS, subject to the amended and restated terms and conditions hereinafter set forth, Company wishes to continue to employ Executive as its Chief Executive Officer and Executive wishes to continue to be employed by Company as its Chief Executive Officer.

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202[] PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT NOTICE

UNDER THE

CAVA GROUP, INC.

AMENDED AND RESTATED

2023 EQUITY INCENTIVE PLAN

CAVA Group, Inc., a Delaware corporation (the “Company”), pursuant to its Amended and Restated 2023 Equity Incentive Plan, as it may be further amended and/or restated from time to time (the “Plan”), hereby grants to the Participant set forth below the target number of Performance-Based Restricted Stock Units (“PBRSUs”) set forth below (the “Target PBRSUs”), with a maximum number of PBRSUs that may be earned as set forth below (“Maximum PBRSUs”). The PBRSUs are subject to all terms and conditions as set forth herein, in the Performance-Based Restricted Stock Unit Agreement (attached hereto), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein (including Exhibit A attached to the Performance-Based Restricted Stock Unit Agreement) shall have the meaning set forth in the Plan.

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Separation Agreement and General Release

This Separation Agreement and General Release (the “Agreement”) is entered into by and between Cava Holding Company (referred to throughout this Agreement as “Company”) and Kenneth R. Bertram (“Employee”). The term “Party” or “Parties” as used herein shall refer to Company, Employee, or both, as may be appropriate.

1.Last Day of Employment.

Company and Employee agree that Employee’s last day of employment with Company was April 17, 2026 (“Separation Date”). This Agreement shall become effective upon expiration of the Revocation Period (defined in Section 14 hereof), assuming no timely revocation.

Employee acknowledges and agrees that except as specifically provided in Section 2 hereof, all rights to compensation shall cease as of April 17, 2026 and all outstanding grants of equity (including, without limitation, stock options, restricted stock units and performance stock units) that are unvested as of April 17, 2026 are hereby cancelled and terminated in their entirety.

2.Consideration/Indemnification for Tax Consequences.

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EMPLOYMENT OFFER AGREEMENT

Vice President, Space Operations Starfighters Space Inc.

This Employment Offer Agreement ("Agreement") is made as of April 27, 2026, by and between:

Starfighters Space Inc., a Delaware corporation (the "Company"), and Jose Arias, an individual residing in Florida (the "Executive").

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1. Position and Duties

The Company hereby employs Executive as Vice President (VP), Space Operations.

Executive shall:

• Lead all spaceflight operations, mission execution, and integration activities

• Oversee production, testing, and operational readiness of aerospace systems

• Direct cross-functional coordination across engineering, manufacturing, quality, and flight operations

• Develop and execute operational strategies aligned with Company objectives

• Report directly to the Chief Executive Officer (CEO) and participate in senior leadership decisions

Executive agrees to devote full business time and best efforts to Company business.

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2. Start Date

Employment shall commence on May 11, 2026

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CONDITIONAL WAIVER TO CREDIT AGREEMENT

This CONDITIONAL WAIVER TO CREDIT AGREEMENT (this “Waiver”), dated as of May 14, 2026 and effective as of the Waiver Effective Date (as hereinafter defined), is made by and among BALLY’S CORPORATION, a Delaware corporation (the “Borrower”), the guarantors (the “Guarantors”, and together with the Borrower, the “Credit Parties”) party to the Credit Agreement (as hereinafter defined), the Lenders party hereto constituting the Required Revolving Lenders, and DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) under the Credit Agreement.

RECITALS:

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January 13, 2022

Kevin P. O’Brien

Dear Kevin,

We are pleased to offer you the position of Corporate Controller & Chief Accounting Officer with Hydrofarm Holdings Group, Inc. (the “Company”) reporting directly to me. This is an exempt position with an annual base salary of Three Hundred Thousand Dollars ($300,000.00) which will be paid in bi-weekly increments as earned and in accordance with the Company’s normal payroll procedures.

Your start date will be agreed by both parts and documented on separate communication. You will be part of Hydrofarm’s annual performance review cycle and be eligible to earn an annual performance bonus of up to fifty percent (50%). The Annual Bonus will be based upon the Board’s assessment of your performance and the Company’s attainment of goals, including annual EBITDA versus target EBITDA, as determined by the Board. For Fiscal Year 2022, Seventy Five Thousand Dollars ($75,000.00) of the Annual Bonus is guaranteed and will be paid in accordance with the Company’s payout date.

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