Browse EX-10 agreements

Novelis Fiscal 2027 Annual Incentive Plan

1.Title and Administration.This annual incentive plan (the “2027 AIP”, “AIP”, or the “Plan”) will be administered by the Human Resources department of Novelis Inc. (together with its subsidiaries, the “Company”).

2.Performance Period and Payments.The performance period will commence on April 1, 2026 and end on March 31, 2027. Payments under the Plan will be made in a lump sum, minus required withholdings, during the first fiscal quarter following the end of the performance year, (but in no event later than the short-term deferral exemption date under Section 409A of the Internal Revenue Code). All achievement of the performance measures will be determined by the Compensation Committee of the Company’s Board of Directors (the “Board”) and/or the Compensation Committee of the Board (the “Compensation Committee”) after the end of the performance period. For the purposes of the Plan, all references to the “Compensation Committee” hereinafter shall mean the Board and/or the Compensation Committee, as appropriate.

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STRICTLY CONFIDENTIAL	Execution Version

SHAREHOLDER SUPPORT AGREEMENT

THIS SHAREHOLDER SUPPORT AGREEMENT, dated as of August 22, 2026 (the “Agreement”), by and among Starry Sea Acquisition Corp, a Cayman Islands exempted company (“Parent”), and the signatory parties herein, representing the shareholders set forth on Schedule I hereto (each, a “Holder” and collectively, the “Holders”) of SuperiorMed Holdings Limited, a Cayman Islands exempted company (the “Company”).

W I T N E S S E T H:

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THIS CONVERTIBLE NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

	CONVERTIBLE NOTE
Principal Amount: Up to $300,000		Dated as of Aug 21, 2026

Black Hawk Acquisition Corp., a Cayman Islands exempt company (the “Maker”), promises to pay to the order of Black Hawk Management LLC, or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of up to Three Hundred Thousand Dollars ($300,000) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.

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AEGON LTD.

2027 OMNIBUS INCENTIVE PLAN

ARTICLE I.

PURPOSE

The purpose of the Aegon Ltd. 2027 Omnibus Incentive Plan (the “Plan”) is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company’s long-term performance and shareholder value by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capitalized terms used in the Plan are defined in Article XI.

ARTICLE II.

ELIGIBILITY

Service Providers are eligible to be granted Awards under the Plan, subject to the limitations described herein.

ARTICLE III.

ADMINISTRATION AND DELEGATION

3.1  Administration. The Plan is administered by the Administrator. The Administrator has authority to determine which Service Providers receive Awards, grant Awards and set Award terms and conditions, subject to the conditions and limitations in the Plan. The Administrator also has the authority to take all actions and make all determinations under the Plan, to interpret the Plan and Award Agreements and to adopt, amend and repeal Plan administrative rules, guidelines and practices as it deems advisable, subject to the conditions and limitations of the Plan. The Administrator may correct defects and ambiguities, supply omissions and reconcile inconsistencies in the Plan or any Award Agreement as it deems necessary or appropriate to administer the Plan and any Awards. The Administrator’s determinations under the Plan are in its sole

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Execution Copy MEMBERSHIP INTEREST PURCHASE AGREEMENT by and between Priority Payment Systems LLC, as Buyer Convenient Payments Acquisition Subsidiary, LLC, as Seller, and solely for the purpose of Section 2.4, Priority Technology Holdings, Inc., as PRTH August 25, 2026 Exhibit 10.1

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Certain Defined Terms Annex B-1 Estimated Closing Statement Annex B-2 Current Assets and Current Liabilities; Working Capital Target Calculation Annex B-3 Earnout Methodology Annex C Allocation Methodology

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MEMBERSHIP INTEREST PURCHASE AGREEMENT This Membership Interest Purchase Agreement (this “Agreement”), dated as of August 25, 2026, is by and between Priority Payment Systems LLC, a Georgia limited liability company (“Buyer”), on one hand, and Convenient Payments Acquisition Subsidiary, LLC, a Delaware limited liability company (“Seller”), on the other hand, and, solely for the purpose of Section 2.4, Priority Technology Holdings, Inc., a Delaware corporation (“PRTH”). Buyer and Seller are referred to in this Agreement each as a “Party” and collectively as the “Parties”. WHEREAS, Seller owns a 100% membership interest (the “Membership Interest”) of Convenient Payments, LLC, a California limited liability company (the “Company”); WHEREAS, Seller desires to sell the Membership Interest to Buyer, and Buyer desires to purchase the Membership Interest from Seller, subject to the terms and conditions set forth in this Agreement. NOW THEREFORE, in consideration of the foregoing and the mutual

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Certain confidential information contained in this exhibit has been omitted by means of redacting a portion of the text and replacing it with [***], pursuant to Regulation S-K Item 601(b)(10) of the Securities Act of 1933, as amended. Certain confidential information has been excluded from this exhibit because it is (i) not material and (ii) the registrant treats such information as private or confidential.

PARTIAL MIPA ASSIGNMENT AND ASSUMPTION AGREEMENT

This Partial MIPA Assignment and Assumption Agreement (this “Agreement”) dated as of August 26, 2026 (“Signing Date”) and effective on the Closing Date (as defined in the License Agreement), is made between Biohaven Bioscience Ireland Limited (“BBIL”) and SK Biopharmaceuticals Co., Ltd. (“SKBP”). BBIL and SKBP are referred to individually as a “Party” and collectively as the “Parties.”

WHEREAS,Biohaven Therapeutics Ltd. (“BTL”) is a party to that certain Membership Interest Purchase Agreement, dated February 24, 2022, by and among BTL, Knopp Biosciences LLC (“Knopp”), and Channel Biosciences, LLC, as amended by those certain Amendments to Membership Interest Purchase Agreement, dated May 1, 2024 and December 16, 2025, by and among BTL, Knopp and Biohaven Pharmaceuticals, Inc. (“BPI”), and as assigned by BTL to BBIL pursuant to that certain Assignment and Assumption Agreement, dated as of August 23, 2026, by and between BTL and BBIL (collectively, the “MIPA”);

WHEREAS, pursuant to such Assignment and Assumption Agreement, BTL assigned all of its rights and obligations under the MIPA to BBIL;

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Certain confidential information contained in this exhibit has been omitted by means of redacting a portion of the text and replacing it with [***], pursuant to Regulation S-K Item 601(b)(10) of the Securities Act of 1933, as amended. Certain confidential information has been excluded from this exhibit because it is (i) not material and (ii) the registrant treats such information as private or confidential.

LICENSE AGREEMENT

This License Agreement(this “Agreement”) is entered into as of August 26, 2026 (the “Signing Date”), by and between Biohaven Bioscience Ireland Limited, a limited company organized under the laws of Ireland, at 6th Floor, South Bank House, Barrow Street, Dublin 4, D04 TR29 (“Biohaven”), and SK Biopharmaceuticals Co., Ltd., organized under the laws of the Republic of Korea, having an address at 221, Pangyoyeok-ro, Bundang-gu, Seongnam-si, Gyeonggi-do, 13494, Republic of Korea (“SKBP”). Biohaven and SKBP may be referred to herein individually as a “Party” or collectively as the “Parties.”

RECITALS

Whereas, SKBP is a global pharmaceutical company that engages in the research, development, and commercialization of new drugs for central nervous system disorders and oncology;

Whereas,Biohaven is a global pharmaceutical company that possesses intellectual property relating to voltage-gated potassium channel 7 family of proteins (“Kv7”) activators, including the chemical compound opakalim, a potassium channel 7.2/7.3 activator as set forth in Exhibit A (“BHV-7000”); and

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Exhibit 10.5

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