Browse EX-10 agreements

***Execution Version ***

SEVENTH AMENDED AND RESTATED CREDIT FACILITY AGREEMENT

DATED AS OF JULY 30, 2026

BY AND BETWEEN

MUFG ALTERNATIVE FUND SERVICES (CAYMAN) LIMITED, as Bank

AND

each entity that signs as Borrower, as Borrower

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**TABLE OF CONTENTS **

Article I.		DEFINITIONS AND INTERPRETATION			1
Section 1.01		Separate Agreement		** **	1	** **
Section 1.02		Definitions			2
Section 1.03		Accounting Terms			20

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AMENDMENT NO. 4

TO THE THERIVA BIOLOGICS, INC. 2020 STOCK INCENTIVE PLAN

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Dated: August 3, 2026

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WHEREAS, the Board of Directors (the “Board”) of Theriva Biologics, Inc. f/k/a Synthetic Biologics, Inc. (the “Company”) heretofore established the Synthetic Biologics, Inc. 2020 Stock Incentive Plan (the “Plan”); and

WHEREAS, the Board desires to amend the Plan to increase the maximum number of shares of common stock of the Company available for grants of Awards thereunder (as of the date of this amendment, previously adopted the Plan) by an additional 2,000,000 shares of common stock to 6,500,000 shares of common stock; and

WHEREAS, pursuant to Section 17.2 of the Plan, the Board has the right to amend the Plan with respect to certain matters; and

WHEREAS, the Board has approved and authorized this Amendment No. 4 to the Plan and has recommended that the stockholders of the Company approve this Amendment No. 4;

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AMENDMENT TO

SECURITIES PURCHASE AGREEMENT

This AMENDMENT TO THE SECURITIES PURCHASE AGREEMENT(this “Amendment”) is made as of August 3, 2026, by and among CAMP4 Therapeutics Corporation, a Delaware corporation (the “Company”) and each of the undersigned entities and individuals, and amends that certain Securities Purchase Agreement, dated as of September 9, 2025, by and among the Company and the entities and individuals listed on Exhibit A and Exhibit B thereto (the “Original Agreement” and, as amended hereby, the “Purchase Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Original Agreement.

WHEREAS, Section 9.15 of the Original Agreement provides that no amendment, modification, alteration, or change in any of the terms of the Original Agreement shall be valid or binding upon the parties thereto unless made in writing and duly executed by the Company and the Investors of at least a majority in interest of the Securities then held by the Investors;

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS EXHIBIT MARKED BY [***] HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL

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EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is entered into as of July 31, 2026, by and between iBio, Inc., a Delaware corporation (the “Company” or “iBio”), and Molly Carr (the “Executive”).  The Effective Date of this Agreement shall be July 31, 2026.  In consideration of the premises and mutual covenants contained herein, and intending to be legally bound thereby, the parties agree as follows:

	1.	Employment.

(a)Term.  The term of this Agreement shall commence on the Effective Date and shall continue until terminated in accordance with the provisions of Section 4 (the “Term”).

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Execution Version

AMENDMENT NO. 5 TO CREDIT AGREEMENT

This AMENDMENT NO. 5 TO CREDIT AGREEMENT (this “Amendment”), dated as of July 31, 2026, is by and among WHEELS UP EXPERIENCE INC., a Delaware corporation (the “Borrower”), each other Loan Party that is a party hereto, DELTA AIR LINES, INC. (“Delta”), and U.S. BANK TRUST COMPANY, N.A., not in its individual capacity but solely as administrative agent for the Lenders (together with its permitted successors in such capacity, the “Administrative Agent”).

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Execution Version

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REGISTRATION RIGHTS AGREEMENT

of

ADI GLOBAL DISTRIBUTION INC.

dated as of August 3, 2026

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TABLE OF CONTENTS

			Page
1.		Definitions	1
2.		Registration Rights.	5
	(a)	Shelf Registration	5

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Execution Version

Tax Matters Agreement

by and between

RESIDEO TECHNOLOGIES, INC.

and

ADI GLOBAL distribution INC.

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Dated as of July 31, 2026

Table of Contents

			Page
ARTICLE I DEFINITIONS			2

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Execution Version

SHAREHOLDERS AGREEMENT

dated as of August 3, 2026

by and among

ADI Global Distribution Inc.,

CD&R Channel Holdings, L.P.,

CD&R Channel Holdings II, L.P.,

Clayton, Dubilier & Rice Fund XII, L.P.,

(solely for purposes of Section 3.6), and

the other parties referenced herein

Table of Contents

	** **	Page

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Execution Version

INTELLECTUAL PROPERTY MATTERS AGREEMENT

This Intellectual Property Matters Agreement (this “Agreement”) is entered into as of July 31, 2026 (the “Effective Date”), by and between Resideo Technologies, Inc., a Delaware corporation (“Resideo”), and ADI Global Distribution Inc., a Delaware corporation and a wholly owned subsidiary of Resideo (“ADI SpinCo”). “Party” or “Parties” means Resideo or ADI SpinCo, individually or collectively, as the case may be.

WHEREAS, Resideo, acting through its direct and indirect Subsidiaries, currently conducts the Resideo Retained Business and the ADI Business;

WHEREAS, the Board of Directors of Resideo (the “Resideo Board”) has determined that it is appropriate, desirable and in the best interests of Resideo and its stockholders to create a new publicly traded company that shall operate the ADI Business;

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Execution Version

TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of July 31, 2026, is entered into by and between Resideo Technologies, Inc., a Delaware corporation (“Resideo”), and ADI Global Distribution Inc., a Delaware corporation and a wholly owned subsidiary of Resideo (“ADI SpinCo”). “Party” or “Parties” means Resideo or ADI SpinCo, individually or collectively, as the case may be.

W I T N E S S E T H:

WHEREAS, the Board of Directors of Resideo (the “Resideo Board”) has determined that it is appropriate, desirable and in the best interests of Resideo and its stockholders to create a new publicly traded company that shall operate the ADI Business;

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Execution Version

EMPLOYEE MATTERS AGREEMENT

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by and between

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RESIDEO TECHNOLOGIES, INC.

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and

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ADI GLOBAL DISTRIBUTION INC.

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Dated as of July 31, 2026

TABLE OF CONTENTS

		Page
ARTICLE I	DEFINITIONS AND INTERPRETATION	1
Section 1.1	General	1
Section 1.2	References; Interpretation	9

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Execution Version

TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of July 31, 2026, is entered into by and between Resideo Technologies, Inc., a Delaware corporation (“Resideo”), and ADI Global Distribution Inc., a Delaware corporation and a wholly owned subsidiary of Resideo (“ADI SpinCo”). “Party” or “Parties” means Resideo or ADI SpinCo, individually or collectively, as the case may be.

W I T N E S S E T H:

WHEREAS, the Board of Directors of Resideo (the “Resideo Board”) has determined that it is appropriate, desirable and in the best interests of Resideo and its stockholders to create a new publicly traded company that shall operate the ADI Business;

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