Browse EX-10 agreements

**OBSIDIAN THERAPEUTICS, INC. **

**2026 EMPLOYEE STOCK PURCHASE PLAN **

The purpose of the Obsidian Therapeutics, Inc. 2026 Employee Stock Purchase Plan (the “Plan”) is to provide eligible employees of Obsidian Therapeutics, Inc. (the “Company”) and each Designated Company (as defined in Section 11) with opportunities to purchase shares of Stock (as defined in Section 11). A number of shares of Stock equal to the lesser of (x) 1% of the number of fully diluted shares of the Company outstanding immediately following the Effective Time (as defined in the Merger Agreement (as defined in Section 11)) and (y) 759,452 shares (the “Initial Limit”) have been approved and reserved for this purpose plus, on January 1, 2027 and each January 1 thereafter through January 1, 2036, the number of shares of Stock reserved and available for issuance under the Plan shall be cumulatively increased by the least of (i) 1% of the number of Outstanding Shares on the immediately preceding December 31st, (ii) the Initial Limit or (iii) such number of shares of Stock as determined by the Administrator.

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**OBSIDIAN THERAPEUTICS, INC. **

**NON-EMPLOYEE DIRECTOR COMPENSATION POLICY **

The purpose of this Non-Employee Director Compensation Policy (the “Policy”) of Obsidian Therapeutics, Inc. (the “Company”) is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries (“Outside Directors”). This Policy will become effective as of the closing of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of April 14, 2026, by and among Galera Therapeutics, Inc., the Company and certain other parties thereto (the “Effective Date”). In furtherance of the purpose stated above, all Outside Directors shall be paid compensation for services provided to the Company as Outside Directors as set forth below:

**Cash Retainers **

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**OBSIDIAN THERAPEUTICS, INC. **

**INDEMNIFICATION AGREEMENT **

**(For Directors of a Delaware Corporation) **

This Indemnification Agreement (“Agreement”) is made as of [●] by and between Obsidian Therapeutics, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).

RECITALS

WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company;

WHEREAS, in order to induce Indemnitee to provide or continue to provide services to the Company, the Company wishes to provide for the indemnification of, and advancement of expenses to, Indemnitee to the maximum extent permitted by law;

WHEREAS, the Certificate of Incorporation (as amended and in effect from time to time, the “Charter”) and the Bylaws (as amended and in effect from time to time, the “Bylaws”) of the Company require indemnification of the officers and directors of the Company, and Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (the “DGCL”);

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Execution Version

AGREEMENT AND PLAN OF MERGER

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by and among

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LANGHAM PROJECT LLC

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LANGHAM MERGER SUB, INC.,

and

LOGICMARK, INC.

Dated as of July 31, 2026

TABLE OF CONTENTS

RECITALS		1
ARTICLE I THE MERGER		1
1.1.	Merger of Merger Sub into the Company	1

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EXECUTION VERSION

SECOND AMENDED AND RESTATED GUARANTEE AGREEMENT

SECOND AMENDED AND RESTATED GUARANTEE AGREEMENT, dated as of July 28, 2026 (this “Guarantee”), made by GRANITE POINT MORTGAGE TRUST INC., a Maryland corporation (“Guarantor”) in favor of JPMorgan Chase Bank, National Association, a national banking association organized under the laws of the United States (“Buyer”).

RECITALS

In connection with that certain Master Repurchase Agreement, dated as of December 3, 2015 (as amended through and including that certain Amendment No. 14 to Master Repurchase Agreement, dated as of July 28, 2026, and as may be further amended, restated, supplemented or otherwise modified and in effect from time to time, the “Repurchase Agreement”), between JPMorgan Chase Bank, N.A. (“Buyer”), and GP Commercial JPM LLC (“Seller”), the Guarantor entered into in favor of Buyer that certain Amended and Restated Guarantee Agreement, dated as of June 28, 2017 (the “Existing Guarantee”).

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EXECUTION VERSION

AMENDMENT NO. 14 TO MASTER REPURCHASE AGREEMENT

    AMENDMENT NO. 14 TO MASTER REPURCHASE AGREEMENT, dated as of July 28, 2026 (this “Amendment”), between GP COMMERCIAL JPM LLC (f/k/a TH COMMERCIAL JPM LLC), a Delaware limited liability company (“Seller”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association (“Buyer”), and acknowledged and agreed to by GRANITE POINT MORTGAGE TRUST INC., a Maryland corporation (“Guarantor”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement (as defined below).

RECITALS

WHEREAS, Seller and Buyer are parties to that certain Uncommitted Master Repurchase Agreement, dated as of December 3, 2015 (as amended through and including that certain Amendment No. 13 to Master Repurchase Agreement, dated as of October 14, 2025, as amended hereby, and as may be further amended, restated, supplemented or otherwise modified and in effect from time to time, the “Repurchase Agreement”); and

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EXECUTION VERSION

AMENDED AND RESTATED

UNCOMMITTED

MASTER REPURCHASE AGREEMENT

Dated as of July 31, 2026

between

    GP COMMERCIAL JPM LLC,    

as Seller,

and

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

as Buyer

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TABLE OF CONTENTS

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PERSONAL GUARANTY

THIS PERSONAL GUARANTY (as amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Guaranty”), dated as of July 31, 2026, is made by Jay William Roth (the “Guarantor”) in favor of YA II PN, Ltd., a Cayman Islands exempt limited partnership (together with its successors and assigns, the “Holder”).

1. Guaranty. In consideration of the substantial direct and indirect benefits derived by the Guarantor from (i) the investments or extensions of credit made by the Holder under that certain Securities Purchase Agreement, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”), by Venu Holding Corporation, a Colorado corporation (the “Company”) and the Holder, (ii) the Senior Secured Convertible Debentures issued thereunder (the “Debentures”) and (iii) the Warrants issued thereunder (the “Warrants”), the parties hereby agree as follows:

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Execution Version

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 31, 2026, is between Venu Holding Corporation, a company incorporated under the laws of the State of Colorado, with principal executive offices located at 1755 Telstar Drive, Suite 501, Colorado Springs, Colorado 80920 (the “Company”), and each of the investors listed on the Schedule of Buyers attached as Schedule I hereto (individually, a “Buyer” and collectively the “Buyers”).

WITNESSETH

WHEREAS, the Company and each Buyer desire to enter into this transaction for the Company to sell and the Buyers to purchase the Convertible Debentures (as defined below) and Warrants (as defined below) in a registered direct offering under the Securities Act of 1933, as amended (the “1933 Act”) pursuant to an effective Registration Statement on Form S-3 (File No. 333-291873) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) on December 1, 2025, and declared effective on December 8, 2025;

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Execution Version

PLEDGE AND security AGREEMENT

This PLEDGE AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of July 31, 2026 (the “Closing Date”), is entered into among SUNSET GROUND AT BROKEN ARROW, LLC, a Colorado limited liability company (“Sunset Ground”), and SUNSET AT BROKEN ARROW LLC, a Colorado limited liability company (“Sunset Broken Arrow” and, together with Sunset Ground, the “Grantors” and each a “Grantor”), and YA II PN, LTD., a Cayman Islands exempt limited partnership**,** as collateral agent for the Buyers (in such capacity, together with its successors, “Collateral Agent”). Reference is made to that certain Securities Purchase Agreement, dated as of July 31, 2026 (as amended, restated, supplemented or otherwise modified from time to time, the “Securities Purchase Agreement”), by and among Venu Holding Corporation, a Colorado corporation (the “Company”), and each buyer identified on the signature pages thereto (each, including its succe

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EQUITY PURCHASE AGREEMENT

BY AND AMONG

AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.

TRIPADVISOR UK HOLDCO LIMITED

LF HOLDINGS (FRANCE) SAS

and

TRIPADVISOR, INC.

August 2, 2026

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TABLE OF CONTENTS

Page

Article I DEFINITIONS		1
Section 1.1	Definitions	1

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SHARE EXCHANGE AND ACQUISITION

AGREEMENT

By and among

NANO MOBILE HEALTHCARE, INC.

a Delaware corporation

NEPTUNE ENGINEERING (MARINE) LIMITED

a Hong Kong private company limited by shares

and

THE SHAREHOLDERS OF NEPTUNE GLOBAL ENGINEERING LIMITED, A BVI COMPANY

Dated as of July 24, 2026

SHARE EXCHANGE AND ACQUISITION AGREEMENT

THIS SHARE EXCHANGE AND ACQUISITION AGREEMENT (this “Agreement”) is made and entered into as of July 24, 2026 (the “Effective Date”), by and among:

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