Browse EX-10 agreements

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Exhibit 10.5.1*

Execution Version

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SECURED PROMISSORY NOTE

No. N-2	Date of Issuance: December 20, 2024

US$5,000,000

FOR VALUE RECEIVED, vVARDIS Inc., a Delaware corporation (the “Company”), hereby promises to pay to the order of Henry Schein, Inc., a Delaware corporation (the “Holder”), the principal sum of US$5,000,000, together with interest thereon from the date of this Note.

This Note is issued pursuant to, and is subject to, and incorporates, the provisions of that certain Note Purchase Agreement dated as of December 20, 2024, by and among the Company, the Holder and vVARDIS Holding AG (the “Parent”), a Swiss corporation (the “Purchase Agreement”). Capitalized terms not defined herein will have the meanings set forth in the Purchase Agreement. The principal amount of this Note may be increased on each PIK Accrual Date (as defined below).

1.

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Exhibit 10.6.1

vVARDIS HOLDING AG

2024 Equity Incentive Plan

As Adopted on 28 March 2024

1.          Purpose of the Plan.  The purpose of this vVARDIS Holding AG 2024 Equity Incentive Plan (this “Plan”) is to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company Group by offering eligible persons an opportunity to participate in Holding’s future performance through the grant of Awards covering Shares.  Capitalized terms not defined in the text are defined in Section 15 hereof.

2.           Shares Subject to the Plan.

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Exhibit 10.6.2

FIRST AMENDMENT TO THE

VVARDIS HOLDING AG

2024 EQUITY INCENTIVE PLAN

This First Amendment to the vVardis Holding AG 2024 Equity Incentive Plan (this “Amendment”) is made as of the 19 day of November 2025.

Background

WHEREAS, vVardis Holding AG (the “Company”) sponsors the vVardis Holding AG 2024 Equity Incentive Plan (the “Plan”), originally effective March 28, 2024; and

WHEREAS, the Company desires to amend the Plan.

NOW, THEREFORE, the Plan is hereby amended as follows:

\	1.	Section 11.2 of the Plan is deleted in its entirety;

\	2.	Section 13.1 of the Plan is hereby amended to add the following language  to the end thereof:

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Exhibit 10.7

Share Option Plan 2025

vVARDIS Holding AG

19 November 2025

1.	Purpose

The purpose of this Share Option plan (the Option Plan) is to:

(i)          attract and retain high quality personnel;

(ii)       provide Beneficiaries with further incentives to increase their commitments for and in the best interest of vVARDIS and its Subsidiaries;

(iii)       align the Beneficiaries’ interests and objectives with the interests and objectives of holders of equity in vVARDIS and its Subsidiaries; and

(iv)      grant Beneficiaries the opportunity to participate in the ownership of vVARDIS and its Subsidiaries to foster their long- term oriented and sustainable business behavior and working culture, thereby promoting the long-term success of vVARDIS and its Subsidiaries;

by granting Beneficiaries Options and hence the right to acquire Shares of vVARDIS by exercising vested Options.

2.	Definitions

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Exhibit 10.2.5

Execution Version

ACKNOWLEDGEMENT, CONSENT AND AMENDMENT NO. 4 TO CREDIT
AGREEMENT AND GUARANTY

This **ACKNOWLEDGEMENT, CONSENT, AND AMENDMENT NO. 4 TO CREDIT AGREEMENT AND GUARANTY, **dated as of February 27, 2026 (this ***“Agreement”), ***by and among vVARDIS AG, a Swiss corporation *(Aktiengesellschaft) *(the ***“Borrower”), ***vVARDIS Holding AG, a Swiss corporation *(Aktiengesellschaft) *(the ***“Parent”), ***certain Subsidiaries of the Parent party hereto, the Lenders party hereto, and ORBIMED ROYALTY & CREDIT OPPORTUNITIES IV, LP, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the ***“Agent”).\

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RECITALS

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Exhibit 10.3.2

Amendment No. 1 to Secured Promissory Note

This Amendment No. 1 to the Secured Promissory Note (this “Amendment”) is entered into as of January 13, 2026 (the “First Amendment Effective Date”), by and between vVARDIS Inc. (the “Company”) and Henry Schein, Inc. (the “Holder”).

Recitals

WHEREAS, the Parties entered into that certain Note Purchase Agreement, dated August 19, 2024 (the “Note Purchase Agreement”), pursuant to which the Holder agreed to purchase from the Company that certain secured promissory note in the principal amount of US$10,000,000 (the “Note”);

WHEREAS, the Company and the Holder entered into that certain Note, dated August 19, 2024.

WHEREAS, the parties now desire to amend the Note as set forth herein.

1. DEFINED TERMS.

Unless otherwise defined herein, capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Note or the Note Purchase Agreement.

2. AMENDMENTS TO THE NOTE.

Effective as of the First Amendment Effective Date, the Note is hereby amended as follows:

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Exhibit 10.1

Shareholders’ Agreement
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dated as of [date]
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by and among

Dr. Haleh Abivardi Brönner Zugerstrasse 114 6330 Cham Switzerland	(hereinafter referred to as Founder 1)

and

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Exhibit 10.4

Certain identified information has been excluded from this exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act of 1933, as amended, because the Registrant customarily and actually treats that information as private or confidential and the omitted information is not material. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***].”

THIRD AMENDED AND RESTATED DISTRIBUTION AGREEMENT

(hereinafter the “Agreement”)

between

vVARDIS Inc.

99 Wall Street

Suite 1836

New York, NY 10005

(hereinafter “Supplier”)

vVARDIS Holding AG

Gubelstrasse 24, 6300 Zug, Switzerland

(hereinafter “Supplier Parent”)

and

Henry Schein, Inc.

135 Duryea Road

Melville, NY 11747

(hereinafter “Distributor”).

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**[***] **

**CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE THE COMPANY CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL AND THE OMITTED INFORMATION IS NOT MATERIAL. **

**EXECUTION VERSION **

**AMENDMENT AND RESTATEMENT DEED **

**RELATING TO A USD4,100,000,000 OFFSHORE TERM LOAN **

**FACILITY (AND AN ACCORDION FACILITY) **

**OFFSHORE FACILITY AGREEMENT DATED 15 MAY 2025 **

dated 10 September 2026

between

**WG DATA HUB SDN. BHD. **

as Company

**DAYONE DATA CENTERS MALAYSIA I SDN. BHD. **

**DAYONE DATA CENTERS MALAYSIA II SDN. BHD. **

**DAYONE DATA CENTERS MALAYSIA III SDN. BHD. **

(together with the Company)

collectively as Original Borrowers and Original Guarantors

**MAYBANK INVESTMENT BANK BERHAD, **

**STANDARD CHARTERED BANK (SINGAPORE) LIMITED, **

**UNITED OVERSEAS BANK LIMITED, **

**UNITED OVERSEAS BANK (MALAYSIA) BHD, **

**OVERSEA-CHINESE BANKING CORPORATION LIMITED, **

**OCBC AL-AMIN BANK BERHAD, **

**CIMB INVESTMENT BANK BERHAD, **

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**SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT **

THIS SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 31, 2025 by and among DayOne Data Centers Limited (formerly known as DigitalLand Holdings Limited) (the “Company”), a Cayman Islands exempted company with limited liability, each investor identified on Schedule* 1* under the headings “Ordinary Shareholder”, “Series A Investor”, “Series B Investor” and “Series C Investor” (each an “Investor” and, collectively, the “Investors”), and any Additional Investor (as defined below) that becomes a party to this Agreement in accordance with Section 3.17 hereof.

**RECITALS **

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RULES OF THE

EMPLOYEE SHARE OPTION PLAN 2025

Approved by the Directors: Dated 9 March, 2025

1

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**Table of Contents **

1 Definitions			4
2 Granting Options			8
2.1 Eligibility			8
2.2 Terms of Options			8
2.3 Terms of Options			8

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**DAYONE DATA CENTERS LIMITED **

**SERIES C MANAGEMENT EQUITY PLAN **

**Effective as of December 31, 2025 **

1. Establishment of the MEP; Effective Date; Duration.

(a) Establishment of the MEP; Effective Date. DayOne Data Centers Limited, a Cayman Islands exempted company with limited liability (the “Company”), hereby establishes this incentive compensation plan to be known as the “DayOne Data Centers Limited Series C Management Equity Plan,” as amended from time to time (the “MEP”). The MEP permits the grant of Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Other Stock-Based Awards, Other Cash-Based Awards, Dividend Equivalents, and Performance Compensation Awards. The MEP shall become effective on the Effective Date. The MEP shall remain in effect as provided in Section 1(b) of the MEP. Capitalized but undefined terms shall have the meaning set forth in Section 3 of the MEP.

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