Browse EX-10 agreements

Execution Version

EXHIBIT 10.1

SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

This SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 15, 2026 (this “Amendment”) is made by and among NOVANTA CORPORATION, a Michigan corporation (the “Lead Borrower”), NOVANTA UK INVESTMENTS HOLDING LIMITED, a private limited company incorporated in England and Wales (the “U.K. Borrower”), Novanta Europe GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) formed and existing under the laws of Germany (the “German Borrower”), NOVANTA INC., a company continued and existing under the laws of the Province of New Brunswick, Canada (“Holdings” and, jointly and severally with the Lead Borrower, the U.K. Borrower and the German Borrower, collectively, the “Borrowers”, and each individually a “Borrower”), each of the Subsidiaries of Holdings listed under the caption “GUARANTORS” on the signature pages hereto (each a “Guarantor” and collectively the “Guarantors”), each lender party hereto as a 2026 Delayed Draw Term Loan Lender (as defined b

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CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE

This Confidential Separation Agreement and General Release (“Agreement”) is made and entered into by and between Lee Fraser (“Executive”), BLC Management Company, LLC (the “Company”), and Planet 13 Holdings Inc. (“Parent”). Executive and the Company are sometimes referred to in this Agreement as a “Party” and collectively as the “Parties.”

WHEREAS it is the express intention of the Parties to fully and finally close and settle all claims, controversies, actions and disputes, whether known or unknown, which have arisen or may arise in the future relating to Executive’s employment with and subsequent separation from the Company.

WHEREAS, the Parties believe that the terms and conditions of this Agreement are fair and reasonable, and the result of an arms-length, bargained-for exchange.

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AMENDMENT NO. 1 TO AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT

This AMENDMENT NO. 1 TO AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT (this “Amendment”) is entered into as of May 15, 2026, by and among (a) DELEK US HOLDINGS, INC., a Delaware corporation (“Borrower”), (b) the Guarantors party hereto, (c) the Lenders party hereto, (d) WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), in its capacity as administrative agent and collateral agent for each member of the Lender Group prior to giving effect to this Amendment and Refinancing (as defined below) hereunder (in such capacities, the “Existing Agent”), (e) after giving effect to this Amendment and the Refinancing (as defined below) hereunder, MUFG BANK, LTD. (“MUFG”), in its capacity as administrative agent for each member of the Lender Group and the Bank Product Providers after giving effect to this Amendment and the Refinancing hereunder (in such capacity, “Administrative Agent”) and (f) U.S. Bank Trust Company, National Association (“US Bank”), in its capacity as

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Exhibit 10.1

Certain information marked as [***] has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential.

Velo3D, Inc.

Shares of Common Stock

SALES AGREEMENT

May 15, 2026

Needham & Company, LLC

250 Park Avenue

New York, New York 10177

Cantor Fitzgerald & Co.

110 East 59th Street, 6th Floor

New York, New York 10022

Craig-Hallum Capital Group, LLC

323 N Washington Ave., Suite 300

Minneapolis, MN 55401

Ladies and Gentlemen:

Velo3D, Inc., a Delaware corporation (the “Company”), confirms as follows its agreements with Needham & Company, LLC, Cantor Fitzgerald & Co. and Craig-Hallum Capital Group, LLC (each a “Sales Agent,” and collectively, the “Sales Agents”).

Issuance and Sale of Shares.

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EXECUTION VERSION

TERM LOAN AGREEMENT

Dated as of May 15, 2026

Among

HUBBELL INCORPORATED,

THE LENDERS PARTY HERETO,

BANK OF AMERICA, N.A. and

HSBC SECURITIES (USA) INC.,

as Syndication Agents

CITIBANK, N.A.,

M&T BANK,

TD BANK, N.A. and

U.S. BANK NATIONAL ASSOCIATION,

as Documentation Agents

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

JPMORGAN CHASE BANK, N.A.,

BOFA SECURITIES, INC. and

HSBC SECURITIES (USA) INC.,

as Joint Lead Arrangers and Joint Bookrunners

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(Performance-Based)

NVR, INC.

2018 EQUITY INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT

NVR, Inc., a Virginia corporation (the “Company”), hereby grants an option to purchase shares of its common stock, par value $0.01 per share (the “Option”) to the Grantee named below, subject to the vesting and other conditions set forth below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”) and in the Company’s 2018 Equity Incentive Plan (as amended from time to time, the “Plan”).

Name of Grantee:

Number of Shares Covered by Option:

Option Price per Share: $

Grant Date:

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NVR, INC.

2018 EQUITY INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT

NVR, Inc., a Virginia corporation (the “Company”), hereby grants an option to purchase shares of its common stock, par value $0.01 per share (the “Option”) to the Grantee named below, subject to the vesting and other conditions set forth below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”) and in the Company’s 2018 Equity Incentive Plan (as amended from time to time, the “Plan”).

Name of Grantee:

Number of Shares Covered by Option:

Option Price per Share: $

Grant Date:

Vesting Schedule: The Option shall vest on December 31, 2028 provided the terms and conditions of the Agreement are satisfied.

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Exhibit 10.2

FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

This First Amendment to the EXECUTIVE EMPLOYMENT AGREEMENT (the “First Amendment”) is dated May 12, 2026 (the “Effective Date”) by and between Polomar Health Services, Inc. (the “Employer”) having an address at 32866 US Hwy. 19 N, Palm Harbor, FL 34684 and Terrence M. Tierney (the “Executive “) having an address at 245 E 54th Street, # 9S, New York, NY 10022. The Employer and Executive are collectively referred to herein as the “Parties”.

WHEREAS, the Parties entered into that certain EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) dated September 15, 2025, with a mutually agreed upon Start Date, as that term is defined in the Agreement, of November 1, 2025; and

WHEREAS, the Parties desire to amend certain provisions of the Agreement as more fully set forth hereinbelow; and

WHEREAS, as of the Effective Date of this First Amendment, the total amount of accrued Base Salary due to Executive is $72,961.51, (“Accrued Base Salary”); and

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POLOMAR HEALTH SERVICES, INC.

Consent and Waiver Letter

May 11, 2026

Altanine, Inc.

10940 Wilshire Blvd, Suite 1500

Los Angeles, CA 90024

Attn: Charles Andres, Jr., CEO (CAndres@altanine.com)

	Re:	Consent and Waiver

Dear Mr. Andres:

Reference is made to that certain Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated as of July 23, 2025, by and between Polomar Health Services, Inc., a Nevada corporation (“Polomar” or the “Parent”), Polomar Merger Sub, Inc., a Nevada corporation and wholly owned subsidiary of Polomar, and Altanine Inc., a Nevada corporation (“Altanine” or the “Company”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to those terms in the Merger Agreement.

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MERCEDES-BENZ AUTO RECEIVABLES TRUST 2026-1, as Issuer,

MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Administrator,

MERCEDES-BENZ RETAIL RECEIVABLES LLC, as Depositor,

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture Trustee

ADMINISTRATION AGREEMENT   Dated as of May 1, 2026

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Section 1.01.	Capitalized Terms; Interpretive Provisions	1
Section 1.02.	Duties of the Administrator	2
Section 1.03.	Records	8
Section 1.04.	Compensation	9
Section 1.05.	Additional Information to be Furnished to the Issuer	9
Section 1.06.	Independence of the Administrator	9
Section 1.07.	No Joint Venture	9
Section 1.08.	Other Activities of Administrator	9
Section 1.09.	Term of Agreement; Resignation and Removal of Administrator	9
Section 1.10.	Action Upon Termination, Resignation or Removal	10
Section 1.11.	Notices	10
Section 1.12.	Amendments	11

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MERCEDES-BENZ AUTO RECEIVABLES TRUST 2026-1, as Issuer,

MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Servicer and Administrator,

and

CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer

ASSET REPRESENTATIONS REVIEW AGREEMENT Dated as of May 1, 2026

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ARTICLE One DEFINITIONS
Section 1.01.   Capitalized Terms; Rules of Usage	1
ARTICLE Two ENGAGEMENT; ACCEPTANCE
Section 2.01.   Engagement; Acceptance	3
Section 2.02.   Confirmation of Status	3
ARTICLE Three ASSET REPRESENTATIONS REVIEW PROCESS
Section 3.01.   Review Notices and Identification of Review Assets	3
Section 3.02.   Review Materials	4
Section 3.03.   Performance of Reviews	4
Section 3.04.   Review Report	5
Section 3.05.   Review Representatives	5
Section 3.06.   Dispute Resolution	5
Section 3.07.   Limitations on Review Obligations	6
ARTICLE Four ASSET REPRESENTATIONS REVIEWER

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MERCEDES-BENZ FINANCIAL SERVICES USA LLC, as Seller,

and

MERCEDES-BENZ RETAIL RECEIVABLES LLC, as Purchaser

RECEIVABLES PURCHASE AGREEMENT

Dated as of May 1, 2026

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TABLE OF CONTENTS

		Page
	ARTICLE ONE
	DEFINITIONS
Section 1.01.	Capitalized Terms; Rules of Usage	1
	ARTICLE TWO
	CONVEYANCE OF RECEIVABLES
Section 2.01.	Sale and Conveyance of Receivables	2
Section 2.02.	Receivables Purchase Price; Payments on the Receivables	3
Section 2.03.	Transfer of Receivables	4
Section 2.04.	Examination of Receivable Files	4
	ARTICLE THREE
	REPRESENTATIONS AND WARRANTIES
Section 3.01.	Representations and Warranties of the Purchaser	5
Section 3.02.	Representations and Warranties of the Seller	6
Section 3.03.	Representations and Warranties as to the Receivables	7

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