Browse EX-10 agreements

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

(Steve Ledger)

This Amended and Restated Employment Agreement (this “Agreement”) is made and entered into effective as of the 19th day of July, 2026 (the “Restatement Date”), by and between (i) Serina Therapeutics, Inc., a Delaware corporation (“Serina (DE)”), (ii) Serina Therapeutics (AL), Inc. (“Serina (AL)”), an Alabama corporation, and (iii) Steve Ledger (the “Executive”). Each of Serina (DE), Serina (AL), and the Executive sometimes may be referred to herein as a “Party,” and they sometimes collectively may be referred to herein as the “Parties.” Serina (DE) and Serina (AL) shall hereinafter be collectively referred to as the “Company.” This Agreement amends and restates in its entirety that certain Employment Agreement among the Parties dated effective as of September 9, 2024 (the “Original Agreement”; and such effective date, the “Effective Date”).

RECITALS

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**Exhibit 10.6 **

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2026 PSU Award Agreement

PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT

UNDER THE

FERMI INC.

2025 LONG-TERM INCENTIVE PLAN

** **

1. Award of Awarded Units. Pursuant to the Fermi Inc. 2025 Long-Term Incentive Plan (the “Plan”) for Employees, Contractors, and Outside Directors of Fermi Inc., a Texas corporation (the “Company”) and its Subsidiaries, the Company hereby grants to

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[_]

(the “Participant”)

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FORM OF EMPLOYMENT AGREEMENT

This **EMPLOYMENT AGREEMENT **(this “Agreement”) is dated as of [_], 2026 and is entered into by and between George Wentz (“Executive”) and Fermi Inc., a Texas corporation (the “Company”). The Company and Executive shall be referred to herein as the “Parties.”

RECITALS

WHEREAS, Executive is currently employed by the Company as General Counsel;

WHEREAS, the Company and Executive desire to set forth in writing the terms and conditions of their agreement and understandings with respect to Executive’s employment by the Company, which, as of the Effective Date (as defined below), shall supersede and replace the terms and conditions of Executive’s employment with the Company prior to the Effective Date; and

WHEREAS, the Company desires to continue to employ Executive, and Executive hereby accepts employment with the Company, for the period and upon the terms and conditions contained in this Agreement.

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** Exhibit 10.5**

** **

2026 RSU Award Agreement

RESTRICTED STOCK UNIT AWARD AGREEMENT

UNDER THE

FERMI INC.

2025 LONG-TERM INCENTIVE PLAN

** **

1. Award of Awarded Units. Pursuant to the Fermi Inc. 2025 Long-Term Incentive Plan (the “Plan”) for Employees, Contractors, and Outside Directors of Fermi Inc., a Texas corporation (the “Company”) and its Subsidiaries, the Company hereby grants to

** **

[_]

(the “Participant”)

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FORM OF EMPLOYMENT AGREEMENT

This **EMPLOYMENT AGREEMENT **(this “Agreement”) is dated as of [_], 2026, and is entered into by and between Jacobo Ortiz (“Executive”) and Fermi Inc., a Texas corporation (the “Company”). The Company and Executive shall be referred to herein as the “Parties.”

RECITALS

WHEREAS, Executive is currently employed by the Company as Chief Operating Officer;

WHEREAS, the Company and Executive desire to set forth in writing the terms and conditions of their agreement and understandings with respect to Executive’s employment by the Company, which, as of the Effective Date (as defined below), shall supersede and replace in their entirety the terms and conditions of Executive’s employment with the Company prior to the Effective Date, including that certain Employment Agreement between Executive and the Company dated September 30, 2025 (the “Prior Agreement”); and

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FORM OF EMPLOYMENT AGREEMENT

This **EMPLOYMENT AGREEMENT **(this “Agreement”) is dated as of [_], 2026, and is entered into by and between Rob Masson (“Executive”) and Fermi Inc., a Texas corporation (the “Company”). The Company and Executive shall be referred to herein as the “Parties.”

RECITALS

WHEREAS, the Company desires to employ Executive as Chief Financial Officer and Executive desires to serve the Company in such capacity;

WHEREAS, the Company and Executive desire to set forth in writing the terms and conditions of their agreement and understandings with respect to Executive’s employment by the Company; and

WHEREAS, the Company hereby employs Executive, and Executive hereby accepts employment with the Company for the period and upon the terms and conditions contained in this Agreement.

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FORM OF EMPLOYMENT AGREEMENT

This **EMPLOYMENT AGREEMENT **(this “Agreement”) is dated as of [_], 2026, and is entered into by and between Anna Bofa (“Executive”) and Fermi Inc., a Texas corporation (the “Company”). The Company and Executive shall be referred to herein as the “Parties.”

RECITALS

WHEREAS, Executive is currently employed by the Company as Chief Commercial Officer;

WHEREAS, the Company and Executive desire to set forth in writing the terms and conditions of their agreement and understandings with respect to Executive’s employment by the Company, which, as of the Effective Date (as defined below), shall supersede and replace in their entirety the terms and conditions of Executive’s employment with the Company prior to the Effective Date, including that certain Employment Agreement between Executive and the Company dated May 1, 2026 (the “Prior Agreement”); and

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FORM OF INDEMNIFICATION AGREEMENT

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**THIS INDEMNIFICATION AGREEMENT **(this “Agreement”) is made and entered into as of _________, 2026 between Fermi Inc., a Texas corporation (the “Company”), and the counterparty identified on the signature page hereto (“Indemnitee”).

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WHEREAS, highly competent persons have become more reluctant to serve corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

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Preamble X Capital I, a series of Preamble X Capital LLC

CONFIDENTIAL SERIES LLC PACKET

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TABLE OF CONTENTS

Fund Definitions		2
Member Information Sheet to Subscription Agreement		7
	Relevant disclaimers	8
Schedule A: Fund Private Placement Memorandum		9
Schedule B: Operating Agreement		78
Schedule C: Fund Subscription Agreement		135

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78158849-2

Exhibit 10.3

ExecutionVersion

21 July2026

SharePledgeAgreement

(VerpfändungvonGeschäftsanteilenaneinerSocietasEuropaea)

between

ADTRANHOLDINGS,INC.

as Pledgor

and

JPMORGANCHASEBANK,N.A.

as Pledgee

and

ADTRANNETWORKSSE

asPledgedCompany

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78158849-2

2/4

TABLEOFCONTENTS

1. Definitions and Interpretation……………………………… 4

2. Shares………………………………………………………. 7

3. Creation of Pledges………………………………………… 7

4. Security purpose……………………………………………. 9

5. Notification of Pledges to Pledged Company …………… … 9

6. Notification to Depository Bank…………………………… 9

7. Distributions……………………………………………….. 10

8. Exercise of membership rights…………………………….. 11

9. Further Assurance…………………………………………. 11

10. Enforcement……………………………………………….. 11

11. Representations and Warranties…………………………… 14

12. Undertakings of the Pledgor………………………………. 15

13. Release of Security………………………………………. .. 17

14. Waiver of Defence ………………………………………… 17

15. Duration and Independence……………………………… .. 17

16. Notices and Language…………………………………… .. 18

17. Partial invalidity…………………………………………… 19

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ExecutionVersion

CREDITAGREEMENT

dated as of July21,2026

among

ADTRANHOLDINGS,INC.,

asHoldings

ADTRAN,INC.,

asUSBorrower

ADTRANNETWORKSSE,

as German Borrower TheLendersPartyHereto

JPMORGANCHASEBANK,N.A.,

asAdministrativeAgentfortheUSBorrower and

J.P.MORGANSE,

asAdministrativeAgent fortheGermanBorrower

JPMORGANCHASEBANK,N.A.,asJointLeadArrangerandSoleBookrunner and

CITIBANK,N.A., andBANKOFMONTREAL,CHICAGOBRANCH,asJointLead

Arrangers

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TABLE OFCONTENTS

Page

ARTICLE1DEFINITIONS1

Section1.01.DefinedTerms1

Section1.02.ClassificationofLoansandBorrowings65

Section1.03.TermsGenerally65

Section1.04.AccountingTerms;GAAP66

Section1.05.InterestRates;BenchmarkNotification66

Section1.06.LetterofCreditAmounts67

Section1.07.Divisions67

Section1.08.LimitedConditionTransactions67

Section1.09.ExchangeRates;CurrencyEquivalents69

Section1.10.CertainCalculationsandTests69

Section1.11.GermanTerms70

Section1.12.DPLTAandADVAPLTA71

Section1.13.Germanlisted-company obligations71

ARTICLE2THECREDITS71

Section2.01.Commitments71

Section2.02.LoansandBorrowings72

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ExecutionVersion

GUARANTEEANDCOLLATERALAGREEMENT

datedasofJuly21,2026, among

ADTRANHOLDINGS,INC.,asHoldings,

ADTRAN, INC., as the US Borrower, THESUBSIDIARYLOANPARTIES,

and

JPMORGANCHASEBANK,N.A.,

asAdministrativeAgent

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TABLEOFCONTENTS

ARTICLEI

Definitions

SECTION1.01.DefinedTerms1

SECTION1.02.OtherDefinedTerms1

ARTICLEII

Guarantee

SECTION2.01.Guarantee4

SECTION2.02.GuaranteeofPayment;ContinuingGuarantee4

SECTION2.03.NoLimitations4

SECTION2.04.Reinstatement5

SECTION2.05.AgreementtoPay;Subrogation5

SECTION2.06.Information6

SECTION2.07.Keepwell6

SECTION2.08.PaymentsFreeofTaxes6

ARTICLEIII

Pledgeof Securities

SECTION3.01.Pledge6

SECTION3.02.DeliveryofthePledgedCollateral7

SECTION3.03.RepresentationsandWarranties7

SECTION3.04.CertificationofLimitedLiabilityCompany8

SECTION3.05.RegistrationinNomineeName;Denominations9

SECTION3.06.VotingRights;DividendsandInterest9

ARTICLEIV

SecurityInterestsinPersonalProperty

SECTION4.01.SecurityInterest11

SECTION4.02.RepresentationsandWarranties12

SECTION4.03.Covenants14

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