Browse EX-10 agreements

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Exhibit 10.8

Indemnity Agreement
dated as of [date]
between
vVARDIS Holding AG	(theCompany)
Gubelstrasse 24
6300 Zug
Switzerland
and

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Exhibit 10.2.2

Execution Version

AMENDMENT NO. 1 TO CREDIT AGREEMENT AND GUARANTY

This AMENDMENT NO. 1 TO CREDIT AGREEMENT AND GUARANTY, dated as of June 30, 2025 (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”).

*RECITALS
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Exhibit 10.2.3

Execution Version

WAIVER AND AMENDMENT NO. 2 TO CREDIT AGREEMENT AND GUARANTY

This WAIVER AND AMENDMENT NO. 2 TO CREDIT AGREEMENT AND GUARANTY, dated as of November 28, 2025 (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”).

*RECITALS
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Exhibit 10.5.2*

Execution Version

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 December 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$5,000,000 (the “Note”);

WHEREAS, the Company and the Holder entered into that certain Note, dated December 20, 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 10.5.1*

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
\
dated as of [date]
\
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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