Browse EX-10 agreements

JUNIOR LIEN INTERCREDITOR AGREEMENT

Among

PHOENIX ENERGY ONE, LLC,

as Company,

PHOENIX OPERATING LLC,

as the Borrower,

the other Grantors party hereto,

FORTRESS CREDIT CORP.,

as First Lien Collateral Agent,

ODYSSEY TRANSFER AND TRUST COMPANY,

as the Notes Collateral Agent and the Notes Indenture Trustee

dated as of [_], 2026

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JUNIOR LIEN INTERCREDITOR AGREEMENT dated as of [_], 2026 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), PHOENIX ENERGY ONE, LLC, a Delaware limited liability company (the “Company”), PHOENIX OPERATING LLC, a Delaware limited liability company (the “Borrower”), the other Grantors from time to time party hereto, FORTRESS CREDIT CORP., in its capacity as collateral agent for the First Lien Secured Parties under the First Lien Intercreditor Agreement (in such capacity, together with any successor collateral agent and permitted assignees, the “First Lien Collateral Agent”), and ODYSSEY TRANSFER AND TRUST COMPANY, in its capacity as collateral agent for the Notes Secured Parties

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AMENDMENT NO. 5

AMENDMENT NO. 5 dated as of May 28, 2026 (this “Amendment”), to the ABL CREDIT AGREEMENT dated as of May 31, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement” and, as amended and otherwise modified by this Amendment, the “Amended Credit Agreement”), among US FOODS, INC., a Delaware corporation (the “Parent Borrower”), the other Loan Parties party thereto, each lender and issuing lender from time to time party thereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and ABL Collateral Agent (in such capacities, the “Administrative Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Amended Credit Agreement. The rules of construction set forth in subsection 1.2 of the Amended Credit Agreement shall apply to this Amendment mutatis mutandis.

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CONSULTING AGREEMENT

This Consulting Agreement (this “Agreement”) is made and entered into as of May 27, 2026, by and among HUB GROUP, INC. (the “Company”), The Heeter Group, LLC (the “Consultant”) and TODD HEETER (“HEETER”) (for purposes of Sections2(a), 2(c)(7), 2(f), 2(g) 4, 5, 6, 7, 8(g) and 8(k)).

1. Term. The Company agrees to engage the Consultant, effective as of May 28, 2026 (the “Effective****Date”), and the Consultant agrees to be engaged by the Company, upon the terms and conditions set forth in this Agreement for a six month period beginning on the Effective Date (such six-month period, the “Initial****Term”), provided that the Company may elect to extend such term for an additional six months following the Initial Term (any such renewal term, the “Renewal Term”), unless earlier terminated in accordance with Section 3 (the duration of the Consultant’s service hereunder, the “Term”).

2. TermsofConsulting****Arrangement.

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PETMED EXPRESS, INC.

NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

(Dated: October 29, 2025)

Non-employee members of the board of directors (the “Board”) of PetMed Express, Inc. (the “Company”) shall receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this “Program”). The cash and equity compensation described in this Program shall be paid or be made, as applicable, automatically and without further action of the Board, to each member of the Board who is not an employee of the Company or any parent or subsidiary of the Company (each, a “Non-Employee Director”) who is entitled to receive such cash or equity compensation, unless such Non-Employee Director declines the receipt of such cash or equity compensation by written notice to the Company. This Program shall remain in effect until it is revised or rescinded by further action of the Board. This Program may be amended, modified or terminated by the Board at any time in its sole discretion. The terms and conditions of this Program shall supersede any prior cash and/or equity compensat

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MATTEL, INC.

AMENDED AND RESTATED 2010 EQUITY AND

LONG-TERM COMPENSATION PLAN

1.Purpose. The purpose of the Mattel, Inc. Amended and Restated 2010 Equity and Long-Term Compensation Plan (the “Plan”) is to promote the interests of Mattel, Inc., a Delaware corporation (“Mattel”), and its stockholders by enabling the Company to offer an opportunity to employees, Outside Directors, and Consultants to receive grants of equity-based and cash-based incentive awards, so as to better attract, retain, and reward them, to align the individual interests of the employees, Outside Directors and Consultants to those of Mattel stockholders and to provide such individuals with an incentive for outstanding performance to generate superior returns to Mattel stockholders.

2.Definitions. For purposes of the Plan, the following terms shall have the meanings set forth below.

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May 21, 2026 Ana L. Garcia ........................ ........................ Dear Ana, We are pleased to extend this offer of employment to you for the position of Chief Financial Officer at Cycurion, Inc. This offer is subject to the successful completion of customary onboarding requirements, including a successful background check, drug screening, and successful completion of your I-9 employment verification. Your employment with Cycurion, Inc. will commence on June 01, 2026, and will be on an at-will basis. You will serve as Chief Financial Officer, reporting directly to the Chief Executive Officer. Key responsibilities, performance expectations, and KPIs for the role are outlined in Exhibit A. Base Salary Your initial base salary will be $300,000 per year, payable in accordance with the Company’s standard payroll practices and subject to applicable tax withholdings. Work Location Cycurion, Inc. operates as a remote-first company. You will work primarily from your home office, with occasional travel as required for business needs, including in-person meetings with the team, the Bo

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HERTZ VEHICLE FINANCING III LLC, as Issuer, THE HERTZ CORPORATION, as Administrator, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and Securities Intermediary ____________ SERIES 2026-2 SUPPLEMENT dated as of May 28, 2026 to BASE INDENTURE dated as of June 29, 2021 ____________ $327,000,000 Series 2026-2 5.40% Rental Car Asset Backed Notes, Class A $48,000,000 Series 2026-2 6.08% Rental Car Asset Backed Notes, Class B $64,000,000 Series 2026-2 6.76% Rental Car Asset Backed Notes, Class C $38,000,000 Series 2026-2 8.60% Rental Car Asset Backed Notes, Class D $23,000,000 Series 2026-2 10.67% Rental Car Asset Backed Notes, Class E Execution Version

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HERTZ VEHICLE FINANCING III LLC, as Issuer, THE HERTZ CORPORATION, as Administrator, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and Securities Intermediary ____________ SERIES 2026-1 SUPPLEMENT dated as of May 28, 2026 to BASE INDENTURE dated as of June 29, 2021 ____________ $327,000,000 Series 2026-1 5.09% Rental Car Asset Backed Notes, Class A $48,000,000 Series 2026-1 5.67% Rental Car Asset Backed Notes, Class B $64,000,000 Series 2026-1 6.45% Rental Car Asset Backed Notes, Class C $38,000,000 Series 2026-1 7.91% Rental Car Asset Backed Notes, Class D $23,000,000 Series 2026-1 9.64% Rental Car Asset Backed Notes, Class E Execution Version

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Execution Copy

LEASE

1030 MASSACHUSETTS AVENUE

CAMBRIDGE, MASSACHUSETTS

CAMBRIDGE 1030 MASS AVE, LLC

a Delaware limited liability company

as Landlord,

and

OBSIDIAN THERAPEUTICS, INC.

a Delaware corporation

as Tenant.

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Table of Contents

				Page
1.		PREMISES, BUILDING, PROJECT, AND COMMON AREAS			10
1.1		Premises, Building, Project and Common Areas			10
1.2		Stipulation of Rentable Square Feet of Premises			10
2.		LEASE TERM; OPTION TERM			11
2.1		Lease Term			11
2.2		Option Term.			11
3.		BASE RENT			13
4.		ADDITIONAL RENT			13
4.1		General Terms			13
4.2		Definitions of Key Terms Relating to Additional Rent			13
4.3		Intentionally Omitted			13
4.4		Calculation and Payment of Additional Rent			17

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of April 14, 2026, by and among Galera Therapeutics, Inc., a Delaware corporation (the “Company”), Gazelle Parent, Inc., a Delaware corporation (“Parent”) (solely with respect to Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.33 and 5.12 hereof), Obsidian Therapeutics, Inc., a Delaware corporation (“Obsidian”) (solely with respect to Section 5.3 hereof), and each of the Persons listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”).

WHEREAS, the Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the U.S. Securities Act of 1933, as amended (the “Securities Act”).

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 14, 2026, is entered into by and among Galera Therapeutics, Inc., a Delaware corporation, Gazelle Parent, Inc., a Delaware corporation (“Parent”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and among the Company and the Investors party thereto, dated on or around the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

WHEREAS:

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OBSIDIAN THERAPEUTICS, INC.

2016 STOCK OPTION AND GRANT PLAN

SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS

The name of the plan is the Obsidian Therapeutics, Inc. 2016 Stock Option and Grant Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, directors, Consultants and other key persons of Obsidian Therapeutics, Inc., a Delaware corporation (including any successor entity, the “Company”) and its Subsidiaries, upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business, to acquire a proprietary interest in the Company.

The following terms shall be defined as set forth below:

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