Browse EX-10 agreements

***Execution Version ***

**SIXTH AMENDMENT TO CREDIT AGREEMENT **

This SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of August 26, 2026 by and among KARMAN HOLDINGS INC., a Delaware corporation (“Borrower”), the other Loan Parties party hereto, the Sixth Amendment Incremental Term Lenders (as defined below) and CITIBANK, N.A., as Administrative Agent and Collateral Agent (in such capacities, the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, Borrower, the existing Lenders party thereto prior to the effectiveness of this Amendment, and Administrative Agent are parties to that certain Credit Agreement, dated as of April 1, 2025 (as amended by the First Amendment to Credit Agreement, dated as of May 27, 2025 (the “First Amendment”), the Second Amendment to Credit Agreement, dated as of October 24, 2025 (the “Second Amendment”), the Third Amendment to Credit Agreement, dated as of February 2, 2026 (the “Third Amendment”), the Fourth Amendment to Credit Agreement, dated as of March 9, 2026 (the “Fourth Amendment”), the Fifth Amendment to Credit Agreement, dated as of August 3, 2026 (the “Fifth Amendment”) and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the Sixth Amendment Effective Date (as defined below), the “Credit Agreement”, and as amended by this Amendment, the “Amended Credit Agreement”);

…

***Execution Version ***

Published CUSIP Numbers:

Deal: 17038NAR0

Term Loan: 17038NAS8

SENIOR UNSECURED CREDIT AGREEMENT

dated as of August 28, 2026

among

CHOICE HOTELS INTERNATIONAL, INC.,

as Borrower,

THE LENDERS NAMED HEREIN,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent,

with

WELLS FARGO SECURITIES, LLC,

BOFA SECURITIES, INC.,

TRUIST SECURITIES, INC.,

and

PNC CAPITAL MARKETS LLC,

as Joint Lead Arrangers

and

WELLS FARGO SECURITIES, LLC,

as Sole Bookrunner

and

BANK OF AMERICA, N.A.,

TRUIST BANK,

and

PNC BANK, NATIONAL ASSOCIATION,

as Co-Syndication Agents

---

TABLE OF CONTENTS

					Page
ARTICLE I
DEFINITIONS
SECTION 1.01		Defined Terms			1
SECTION 1.02		Terms Generally			24
SECTION 1.03		[Reserved]			24
SECTION 1.04		Other Definitions and Provisions			24

ARTICLE II

THE CREDITS

…

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

This Amendment No. 2 to Employment Agreement (this “Amendment”) is entered into on August 27, 2026 between Hycroft Mining Holding Corporation (“Employer”) and Rebecca A. Jennings (“Employee”).

WHEREAS, Employer and Employee previously entered into an Employment Agreement, dated May 29, 2024, and an Amendment No. 1 to Employment Agreement, dated March 3, 2025 (collectively, the “Employment Agreement”); and

WHEREAS, the Company and Executive desire to amend the Employment Agreement to reflect the certain changes related to Employee’s promotion.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows, in each case effective as of August 27, 2026:

…

Amendment No. 1 to Amended And Restated Employment Agreement

This Amendment No. 1 to Amended and Restated Employment Agreement (this “Amendment”) is entered into as of August 25, 2026, by and between BRC Group Holdings, Inc., f/k/a B. Riley Financial, Inc. (the “Company”) and Bryant R. Riley (the “Executive”). The above parties are referred to collectively herein as the “Parties,” and individually as a “Party.”

RECITALS

** **

WHEREAS, the Parties have entered into an Amended and Restated Employment Agreement dated as of November 8, 2025, a copy of which is publicly filed (the “Existing Agreement”); and

** **

WHEREAS, the Company and the Executive desire to amend the Existing Agreement to revise certain terms relating to the amount of severance due to Executive upon termination of the Executive under certain circumstances.

AGREEMENT

** **

NOW THEREFORE, each of the Parties, in consideration of the mutual promises hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby agree as follows:

1. Definitions. Each capitalized term not defined herein shall have the definition ascribed to it in the Existing Agreement.

2. Amendments. The parties hereto agree that, effective as of the date hereof, the Existing Agreement is hereby amended as follows:

(a) Amendment to Section 3.1. Clause (i) of Section 3.1 shall be amended and restated to read “November 8, 2027.”

…

WILLIAMS-SONOMA, INC.

DIRECTOR COMPENSATION POLICY

(Adopted and approved on June 2, 2021 and amended on May 29, 2024, June 11, 2025, and June 18, 2026)

Each member of the Board of Directors (the “Board”) of Williams-Sonoma, Inc. (the “Company”), who is not an employee of the Company (each such member, a “Non-Employee Director”), will receive the compensation described in this Director Compensation Policy (the “Director Compensation Policy”) for his or her Board service following the date set forth above (the “Effective Date”).

The Director Compensation Policy will become effective upon the Effective Date. The Director Compensation Policy may be amended at any time in the sole discretion of the Board.

Annual Cash Compensation

Subject to Section 6 hereof, each Non-Employee Director will receive the cash compensation set forth below for service on the Board or a committee of the Board.  The annual cash compensation amounts will be payable in arrears, in equal quarterly installments following the end of each fiscal quarter of the Company in which the service occurred. Any amount payable for a partial quarter of service in an applicable role will be pro-rated by multiplying such amount by a fraction, the numerator of which will be the number of days of service in such role that the Non-Employee Director provided in such quarter and the denominator of which will be the number of days in such quarter. All annual cash fees are vested upon payment. For purposes of clarity, the first quarterly installment of the annual retainers set forth below shall be paid for the first

…

3250 Van Ness Avenue

San Francisco, CA 94109

(415) 616-8698

Monica Bhargava

[***]

Re:    Separation Agreement and General Release

Dear Monica:

This Separation Agreement and General Release (the “Agreement”) is a contract that confirms the agreement between you and Williams-Sonoma, Inc. (“WSI” or the “Company”) regarding your separation of employment from the Company.

1.Separation. Your separation date with the Company is May 21, 2026 (the “Separation Date”).

2.Severance. As consideration for your timely execution and non-revocation of this Agreement, including its general release of claims, and provided you comply with the terms and conditions of this Agreement, the Company will provide you with the following:

a.Severance Pay. The Company will pay you a total sum of $900,000.00 (which is equivalent to one year of your base pay), less applicable withholdings and deductions, within 30 days of the Effective Date.

b.Additional Payment. The Company will pay a total sum of $671,400.00 to your counsel, Rudy Exelrod Zieff & Lowe LLP pursuant to a Form 1099 within 30 days of the Effective Date.

c.COBRA Pay. The Company will pay you a total sum of $34,632.00, less applicable withholdings and deductions, within 30 days of the Effective Date. This payment is intended to contribute towards the cost of your COBRA coverage for 18 months.

…

August 25, 2026

GEOVAX LABS, INC.

Holder of Common Stock Purchase Warrants

Re: Inducement Offer to Exercise Common Stock Purchase Warrants

Dear Holder:

GeoVax Labs, Inc., a Delaware corporation (the “Company”), is pleased to offer to you (the “Holder”) the opportunity to exercise all of the Common Stock Purchase Warrants issued to you on February 17, 2026 (with a current exercise price of $2.31 per share) (the “February I 2026 Warrants”), February 17, 2026 (with a current exercise price of $2.31 per share) (the “February II 2026 Warrants”), March 31, 2026 (with a current exercise price of $1.36 per share) (the “March 2026 Warrants”), May 8, 2026 (with a current exercise price of $1.65 per share) (the “May 2026 Warrants”), May 19, 2026 (with a current exercise price of $1.48 per share) (the “May 19 I 2026 Warrants”), and May 19, 2026 (with a current exercise price of $1.48 per share) (the “May 19 II 2026 Warrants” and, collectively with the February I 2026 Warrants, February II 2026 Warrants, March 2026 Warrants, May 2026 Warrants, May 19 I 2026 Warrants and May 19 II 2026 Warrants, the “Existing Warrants”), in amounts as set forth on the signature page to this letter.

…

CONSULTING SERVICES AGREEMENT Between Darren Yeates of 62 Gilgandra Street, Indooroopilly in the State of Queensland (Executive) And Peabody Energy Australia Coal Pty Ltd (ABN 61 001 401 663) of Level 14/31 Duncan St, Fortitude Valley in the State of Queensland (Company) And Peabody Energy Corporation, a Delaware corporation (Peabody) 1. Consulting Period. Effective from 1 February 2027 ("Consulting Start Date") and ending on 31 January 2028 ("Consulting End Date"), unless terminated earlier as provided herein or extended by mutual agreement in writing (such period, the "Consulting Period"), Executive shall provide general consulting services under this agreement. 2. Services. Executive will provide services as a 'Consultant' to the Company and Peabody at the request of either party. The Executive's services will be at the direction of and reporting to the then-current Chief Executive Officer, President, and/or Chief Operating Officer of Peabody. 3. Time Commitment. Executive must provide consulting services to the Company and/or Peabody under this Agreement for up to a total of 40 hours per month during the Consulting Period. If specific projects require (at the Company's or Peabody's direction or approval) Executive to work more than 40 hours in a month, the Company or Peabody (as the case may be) will pay a pro-rata hourly rate for the additional time worked in accordance with clause 6. This Agreement is not a continuation of the Executive’s employment contract with PEAC, but rather a new and separate services agreement. 4. Indemnification. Executive shall be

…

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the 4thday of November, 2024, by and between STRATTEC SECURITY CORPORATION, a Wisconsin corporation (the “Company”), and Chey Becker - Varto (the “Employee”).

RECITAL

The Company desires to employ the Employee and the Employee is willing to make the Employee’s services available to the Company on the terms and conditions set forth below.

AGREEMENTS

In consideration of the premises and the mutual agreements which follow, the parties agree as follows:

1.

Employment. The Company hereby employs the Employee and the Employee hereby accepts employment with the Company on the terms and conditions set forth in this Agreement.

2.

Term. The Employee shall be employed by the Company for a period beginning on November 11, 2024 (the “Effective Date”) and ending on November 10, 2025, subject to the terms and conditions set forth in this Agreement; provided, however, that beginning on November 11, 2025 and on each anniversary thereafter, the term of employment under this Agreement shall automatically renew and be extended for an additional one-year period, unless either the Company or the Employee gives written notice of nonrenewal to the other party not less than 60 days prior to the end of the then-current term. The initial term, plus any extension thereof, shall hereinafter be referred to as the “Employment Period.”

3.

Position and Duties.

(a)

…

Execution Version

AMENDMENT NO. 14 to RECEIVABLES PURCHASE AGREEMENT and
AMENDMENT NO. 2 TO PERFORMANCE UNDERTAKING

= = =

THIS AMENDMENT NO. 14 TO RECEIVABLES PURCHASE AGREEMENT and
AMENDMENT NO. 2 TOPERFORMANCE UNDERTAKING(this “Amendment”), dated as of August 25, 2026 (the “Effective Date”), is entered into by and among:

(1) SUPERIOR COMMERCE LLC, a Delaware limited liability company (the “Seller”),

(2) SCP DISTRIBUTORS LLC, a Delaware limited liability company, as the “Servicer”),

(3) POOL CORPORATION, a Delaware corporation, as the “Performance Guarantor”,

(4) PNC BANK, NATIONAL ASSOCIATION (“PNC”or a “Purchaser”),

(5) REGIONS BANK (“Regions”or a “Purchaser”),

(6) WELLS FARGO BANK, NATIONAL ASSOCIATION, individually (“Wells” or a “Purchaser”, and together with Regions and PNC, the “Purchasers”); and

(7) WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Purchasers (in such capacity, the “Administrative Agent”).

PRELIMINARY STATEMENT

…

** **

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of *               *, 2025, among Adaptin Bio, Inc., a Delaware corporation (the “Company”), the persons who have purchased the Offering Shares (as defined below) and have executed omnibus or counterpart signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”) and the persons or entities identified on Schedule 1 hereto holding Placement Agent Warrants (collectively, the “Brokers”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below or in the Subscription Agreement (as defined below).

** **

RECITALS:

** **

WHEREAS, the Company has offered and sold in compliance with Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder to accredited investors in a private placement offering (the “Offering”) shares of common stock of the Company, par value, $0.0001 per share, pursuant to certain Subscription Agreements entered into by and between the Company and each of the Purchasers of the Offering Shares set forth on the signature pages affixed thereto (the “Subscription Agreements”); and

** **

WHEREAS, the Company has outstanding Placement Agent Warrants held by the Brokers, to purchase the number of shares of Common Stock indicated next to such person’s name on Schedule 1; and

** **

…

** **

SUBSCRIPTION AGREEMENT

This Subscription Agreement (this “Agreement”) has been entered into by and between the purchaser set forth on the Omnibus Signature Page hereof (the “Purchaser”) and Adaptin Bio, Inc., a Delaware corporation (the “Company”), in connection with the private placement offering (the “Offering”) by the Company of Common Stock (as defined below).

** **

R E C I T A L S

A. The Company is offering, pursuant to this Agreement and the Other Subscription Agreements (as defined below), a minimum of 200,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a purchase price of $5.00 per share (the “Per Share Purchase Price”), for an aggregate purchase price of $1,000,000 (the “Minimum Offering Amount”) and a maximum of up to $4,000,000 (the “Maximum Offering Amount”).

…