Browse EX-10 agreements

Execution Version

 

AMENDMENT NO. 1 TO CREDIT AND GUARANTY AGREEMENT, dated as of June 17, 2026 (this “Amendment”), among LYMI INC., a Delaware corporation (the “Borrower”), REF HOLDINGS, INC. (“Holdings”), the Subsidiary Guarantors party hereto, the Revolving Lenders party hereto, the Initial Term Lenders party hereto, the 2026 Initial Term Lenders (as defined below), the 2026 Delayed Draw Term Lenders (as defined below) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”), as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”), as Issuing Bank and as Swingline Lender.

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Exhibit 10.5

LINCOLN BANCORP

LINCOLN SAVINGS BANK

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made and entered into as of December 5, 2023 (the “Effective Date”), by and between Lincoln Bancorp (the “Company”), Lincoln Savings Bank (the “Bank,” and together with the Company, the “Employer”), and Sean Willett (“Executive,” and together with the Employer, the “Parties”).

RECITALS

A.    The Employer desires to employ Executive pursuant to the terms of this Agreement, and Executive desires to be employed pursuant to the terms of this Agreement.

B.    The Parties have made commitments to each other on a variety of important issues concerning Executive’s employment, including the performance that will be expected of Executive, the compensation Executive will be paid, how long and under what circumstances Executive will remain employed and the financial details relating to any decision that either the Employer or Executive may make to terminate this Agreement.

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Exhibit 10.4

STOCK PURCHASE AGREEMENT

dated November 26, 2018

by and among

LINCOLN BANCORP

and

THE PURCHASERS IDENTIFIED ON THE SIGNATURE PAGES HERETO

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STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”) is dated as of November 26, 2018, by and among Lincoln Bancorp, an Iowa corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).

RECITALS

A.    The Company and each Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “Commission”) under the Securities Act.

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Exhibit 10.1

STOCK PURCHASE AGREEMENT

dated October 22, 2018

by and among

LINCOLN BANCORP

and

THE PURCHASERS IDENTIFIED ON THE SIGNATURE PAGES HERETO

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STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”) is dated as of October 22, 2018, by and among Lincoln Bancorp, an Iowa corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).

RECITALS

A.    The Company and each Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “Commission”) under the Securities Act.

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Exhibit 10.9

EMPLOYMENT AGREEMENT

This Employment Agreement is made and entered into this 12th day of December, 2025, by and between Lincoln Savings Bank and Rebecca Bell.

RECITALS:

Employer wishes to employ Employee under the terms and conditions contained in this Agreement and Employee agrees to accept such employment. This Agreement shall become effective on your first day of employment.

NOW, THEREFORE, in consideration of the premises and the promises and covenants set forth in this Agreement, the parties agree as follows:

1.    Employment. Employer agrees to employ Employee as an at-will employee under the

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Exhibit 10.2

LINCOLN BANCORP

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 4, 2018, by and among Lincoln Bancorp, an Iowa corporation (the “Company”), and the purchaser(s) signatory hereto (each a “Registration Rights Purchaser” and collectively, the “Registration Rights Purchasers”).

This Agreement is made pursuant to the Stock Purchase Agreement, dated as of October 22, 2018, between the Company and Castle Creek Capital Partners VII, L.P. (the “Purchase Agreement”) and the Stock Purchase Agreement, dated as of November 26, 2018, between the Company and the other Registration Rights Purchaser (the “Additional Purchase Agreement”).

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and each of the Registration Rights Purchasers agree as follows:

1.    Definitions. Capitalized terms used and not otherwise defined herein that are defined in

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Exhibit 10.3

AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

This Amendment to Registration Rights Agreement, dated as of December 8,2023 (this “Amendment”), by and between Lincoln Bancorp, an Iowa corporation (the “Company”), and Castle Creek Capital Partners VII, LP, a Delaware limited partnership (the “Registration Rights Purchaser”), amends that certain Registration Rights Agreement, dated as of December 4,2018 (the “Registration Rights Agreement”), by and between the Company and the Registration Rights Purchaser.

WHEREAS, the Company and the Registration Rights Purchaser desire to amend the Registration Rights Agreement on the terms set forth in this Amendment.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Amendment, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Registration Rights Purchaser agree as follows:

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Exhibit 10.6

LINCOLN BANCORP

LINCOLN SAVINGS BANK

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made and entered into as of September 9, 2024 (the “Effective Date”), by and between Lincoln Bancorp (the “Company”), Lincoln Savings Bank (the “Bank,” and together with the Company, the “Employer”), and Andrew Borrmann (“Executive,” and together with the Employer, the “Parties”).

RECITALS

A.    The Employer desires to employ Executive as its Executive Vice President and Chief Financial Officer pursuant to the terms of this Agreement, and Executive desires to be employed pursuant to the terms of this Agreement.

B.    The Parties have made commitments to each other on a variety of important issues concerning Executive’s employment, including the performance that will be expected of Executive, the compensation Executive will be paid, how long and under what circumstances Executive will remain employed and the financial details relating to any decision that either the Employer or Executive may make to terminate this Agreement.

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Exhibit 10.8

LINCOLN BANCORP

LINCOLN SAVINGS BANK

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made and entered into as of June 9, 2025 (the “Effective Date”), by and between Lincoln Bancorp (the “Company”), Lincoln Savings Bank (the “Bank,” and together with the Company, the “Employer”), and Karen Kothari Barnes (“Executive,” and together with the Employer, the “Parties”).

RECITALS

A.    The Employer desires to employ Executive pursuant to the terms of this Agreement, and Executive desires to be employed pursuant to the terms of this Agreement.

B.    The Parties have made commitments to each other on a variety of important issues concerning Executive’s employment, including the performance that will be expected of Executive, the compensation Executive will be paid, how long and under what circumstances Executive will remain employed and the financial details relating to any decision that either the Employer or Executive may make to terminate this Agreement.

C.    The Parties desire to enter into this Agreement as of the Effective Date

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Exhibit 10.13

LINCOLN BANCORP

2019 EQUITY INCENTIVE PLAN

PERFORMANCE-BASED RESTRICTED STOCK UNIT

AWARD AGREEMENT

The Participant specified below has been granted a performance-based restricted stock unit award (the “Award”) by Lincoln Bancorp, an Iowa corporation (the “Company”), under the Lincoln Bancorp 2019 Equity Incentive Plan (the “Plan”). The Award shall be subject to the terms of the Plan and the terms set forth in this Performance-Based Restricted Stock Unit Award Agreement (“Award Agreement”).

Section 1.    Award. The Company has granted to the Participant the Award of restricted stock units (each such unit, an “RSU”), where each RSU represents the right of the Participant to receive one Share in the future once the Restricted Period ends, subject to the terms of this Award Agreement and the Plan.

Section 2.    Terms of Restricted Stock Unit Award. The following words and phrases relating to the Award have the following meanings:

(a)    The “Participant” is ______________________________.

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Exhibit 10.12

LINCOLN BANCORP

2026 EQUITY INCENTIVE PLAN

Article 1

INTRODUCTION

Section 1.1    Purpose, Effective Date and Term. The purpose of this Lincoln Bancorp 2026 Equity Incentive Plan is to promote the long-term financial success of Lincoln Bancorp and its Subsidiaries by providing a means to attract, retain and reward individuals who can and do contribute to such success, and to further align their interests with those of the Shareholders. The “Effective Date” of the Plan is March 26, 2026, the date of the approval of the Plan by the Board. The Plan shall remain in effect as long as any Awards are outstanding; provided, however, that no Awards may be granted after the 10-year anniversary of the Effective Date.

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Exhibit 10.7

LINCOLN SAVINGS BANK

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made and entered into as of September 16, 2024 (the “Effective Date”), by and between Lincoln Savings Bank (the “Bank” or the “Employer”), and Emily Girsch (“Executive,” and together with the Employer, the “Parties”).

RECITALS

A.    The Employer desires to employ Executive as its Executive Vice President, Chief Administrative Officer pursuant to the terms of this Agreement, and Executive desires to be employed pursuant to the terms of this Agreement.

B.    The Parties have made commitments to each other on a variety of important issues concerning Executive’s employment, including the performance that will be expected of Executive, the compensation Executive will be paid, how long and under what circumstances Executive will remain employed and the financial details relating to any decision that either the Employer or Executive may make to terminate this Agreement.

C.    The Parties desire to enter into this Agreement as of the Effective Date.

AGREEMENTS

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