Browse EX-10 agreements

EXCHANGE AGREEMENT

This Exchange Agreement (this “Agreement”) is dated as of August 19, 2026, between Profusa, Inc., a Delaware corporation (the “Company”) and Ascent Partners Fund LLC, a Delaware limited liability company (including its successors and assigns, the “Holder”).

WHEREAS, in connection with the transactions contemplated by that certain Option Agreement, dated as of July 31, 2026, by and among the Company, CentralLarkfieldKarin NA LLC, Venkata Boyapalli, a privately held trust, G3 Vision Labs Inc., Med Screen Laboratories Inc., Dominion Diagnostics LLC and Acutis Diagnostics Inc. (as amended, the “Option Agreement”), the Company is restructuring certain of its outstanding indebtedness, and, subject to the terms and conditions set forth in this Agreement, the Company and the Holder desire to exchange the Existing Notes (as defined below) for shares of Preferred Stock (as defined below).

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 the Holder agrees as follows:

ARTICLE I.

DEFINITIONS

1.1 Definitions. In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Certificate of Designation (as defined herein), and (b) the following terms have the meanings set forth in this Section 1.1:

“Acquiring Person” shall have the meaning ascribed to such term in Section 4.7.

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**THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES REGULATIONS AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE OR PLEDGED AS SECURITY IN THE ABSENCE OF SUCH REGISTRATION WITHOUT RELIANCE ON AN EXEMPTION UNDER THE SECURITIES ACT AND COMPLIANCE WITH APPLICABLE STATE SECURITIES REGULATIONS. **

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THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), JACK STOVER A REPRESENTATIVE OF THE COMPANY WILL, BEGINNING TEN DAYS AFTER THE ISSUANCE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i). JACK STOVER MAY BE REACHED AT (215) 208-7035, stover.jack@gmail.com.

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SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

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**DUE **August 12, 2027

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Original Issue Date: August 12, 2026	Principal Amount: $714,285.72

Purchase Price: $650,000.00

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19505 Biscayne Blvd. ● Suite 2350 ● Aventura, FL 33180 ● legal@ascentpartnersllc.com

To:	Profusa, Inc. 626 Bancroft Way, Suite A Berkeley, CA Attention: Fred Knechtel, CFO

August 12, 2026

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Re: Amendment No. 5

Dear Fred:

Reference is made to (a) the Securities Purchase Agreement, dated as of February 11, 2025 (as modified to the date hereof, the “Purchase Agreement”), by and among Profusa, Inc., a Delaware corporation (together with its successors and permitted assigns, the “Company”), Ascent Partners Fund LLC, a Delaware limited liability company (“Ascent”) and the other Purchasers from time to time party thereto and Ascent, as collateral agent for the Purchaser Parties, as defined therein (together with its successors and permitted assigns, the “Collateral Agent”), and (b) that certain Warrant to Purchase Shares of Common Stock of the Company, issued by the Company to the Ascent on April 20, 2026 (the “Warrant”).

Subject to the terms and conditions set forth herein, and effective on the date hereof (the “Amendment Effective Date”), the following Transaction Documents are hereby amended as follows:

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Purchase Agreement

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Exhibit 10.2

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) IS THE TYPE THAT DARIOHEALTH CORP., TREATS AS PRIVATE OR CONFIDENTIAL. OMISSIONS ARE DENOTED IN BRACKETS THROUGHOUT THIS EXHIBIT.

CONSULTING AGREEMENT

This Consulting Agreement (the “Agreement”) is made and entered on October 1, 2026 (the “Effective Date”), by and between DarioHealth Corp., a Delaware corporation with its principal place of business at 322 W 57th Street, #33B, New York, NY 10019 (the “Company”), and Steven Nelson, an individual having an address at [**] (the “Consultant”). Company and Consultant are referred to collectively as the “Parties” or each as a “Party”.

WHEREAS, the Company is engaged in digital services designed to help consumers manage and improve their well-being and life satisfaction (the “Company’s Business”); and

WHEREAS, the Company wishes the Consultant to render consulting services to the Company as described in this Agreement, and the Consultant is willing to provide the Company with such professional services on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties hereby agree as follows:

	1.	DUTIES

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Exhibit 10.1

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) IS THE TYPE THAT DARIOHEALTH CORP., TREATS AS PRIVATE OR CONFIDENTIAL. OMISSIONS ARE DENOTED IN BRACKETS THROUGHOUT THIS EXHIBIT.

August 19, 2026

Steven Nelson
[**]

Dear Steven:

Following our conversation, below are the terms and conditions (the “Agreement”) regarding your separation from employment with DarioHealth Corp. (the “Company”).

1.            Termination of Employment. Your employment with the Company will terminate on September 30, 2026 (the “Separation Date”). Effective September 1, 2026, you will cease to serve as the Company's President and Chief Commercial Officer. You will be timely paid all earned wages (including accrued, unused vacation time) no later than October 16, 2026.

2.            Benefits. Your current health insurance coverage will continue through the end of September 2026, with no further action required by you. Your eligibility to continue your current coverage under the Company’s group health insurance plan under COBRA will commence on the first day of the month following the month of the Separation Date. The company will reimburse you for up to three months of coverage under COBRA from the Separation Date or until you become eligible for comparable benefits earlier. The COBRA monthly reimbursement amount will be $2,600.00. The Company will provide you with separate written notification of your right to continue such coverage. If you elect such coverage, you will be responsible for remitting the

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Exhibit 10.1

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CONSULTING AGREEMENT

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THIS CONSULTING AGREEMENT (“Agreement”) is entered into as of August 1, 2026 (the “Effective Date”), by and between Vertical Data Inc., a Nevada corporation (“Company”), and Lincoln Hall Advisors LLC, a Wyoming limited liability company (“Consultant”). The Company desires to retain Consultant as an independent contractor to perform consulting services for the Company, and Consultant is willing to perform such services, on the terms described below. In consideration of the mutual promises contained herein, the parties agree as follows:

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1. Services and Compensation.

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	A.	Services. Consultant agrees to perform for the Company the services described in Exhibit A (the “Services”), and the Company agrees to pay Consultant the compensation described in Exhibit A for Consultant’s performance of the Services.

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Exhibit 10.1

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL AND HAS BEEN MARKED WITH “[***]” TO INDICATE WHERE OMISSIONS HAVE BEEN MADE.

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THIRD AMENDED AND RESTATED
CREDIT AGREEMENT

dated as of

August 20, 2026

among

WINNEBAGO INDUSTRIES, INC.

WINNEBAGO OF INDIANA, LLC

GRAND DESIGN RV, LLC

NEWMAR CORPORATION

The Other Loan Parties Party Hereto

The Lenders Party Hereto

JPMORGAN CHASE BANK, N.A.
as Administrative Agent

and

BMO BANK, N.A.
as Syndication Agent

JPMORGAN CHASE BANK, N.A. and BMO CAPITAL MARKETS CORP.
as Joint Bookrunners and Joint Lead Arrangers

ASSET BASED LENDING

TABLE OF CONTENTS

Page

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SEPARATION AGREEMENT

AND GENERAL RELEASE

This SEPARATION AGREEMENT AND GENERAL RELEASE (“Agreement”), dated as of August 13, 2026, is entered into by and between AIB Data Centers Inc. (the “Company”) and Eyal Rozen (“Executive,” together with the Company, the “Parties” and, each, a “Party”). In consideration of the mutual promises and agreements contained in this Agreement, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Resignation of Employment. Executive has resigned from the Company and his employment as Chief Operating Officer will be terminated effective August 14, 2026 (the “Termination Date”). Executive will be paid Executive’s regular base salary through the Termination Date. The Company will reimburse Executive for unreimbursed business expenses incurred per existing Company policies, provided such expenses are or have been submitted for reimbursement to the Company in a manner consistent with Company policy no later than the Termination Date.

2. Benefits in Exchange for Signing Agreement. In consideration for timely executing and not revoking this Agreement, complying with any transition obligations through the Termination Date, and Executive’s adherence to any obligations Executive may have to the Company under this Agreement or otherwise, Executive shall receive:

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Tai Yuan Hi-Tech Industrial Park

Factory Lease Agreement

This agreement is established between

Lessee, GSI Technology Taiwan Inc (hereinafter referred to as Lessee)

and

Lessor, Tai Yuen Textile Co., Ltd. (hereinafter referred to as Lessor)

for the purpose of reantal of properties in Tai Yuan Hi-Tech Industrial Park. Both parties to this agreement concur to comply with the conditions hereinbelow provided:

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PURCHASE AND SALE AGREEMENT

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Low-Income Housing Tax Credit (LIHTC) Transactions for New Development

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THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into effective as of August 17, 2026 (the “Effective Date”), by and between Norman Berry II Owner, LLC, a Georgia Limited Liability Company (the “Seller”) and Arbour Valley Development, LLC, a Florida Limited Liability Company (the “Purchaser”), and its permitted successors and assigns.

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Recitals

WHEREAS, Seller is the sole owner of the Property (as defined on Exhibit A attached hereto) and desires to sell and convey the Property to the Purchaser on the terms contained herein;

WHEREAS, Purchaser desires to purchase the Property from the Seller on the terms contained herein;

NOW THEREFORE, in consideration of the premises, the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

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1. Addendum. The terms of the Addendum, attached hereto, are incorporated herein by reference. In the event of any conflict between the terms contained herein and those in the Addendum, the terms of the Addendum shall conclusively control. References to “Agreement” herein shall mean the Agreement as modified by the Addendum and incorporating all exhibits attached hereto.

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Exhibit 10.1

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS A TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

EXECUTION VERSION

WOODWARD, INC.

$150,000,000 Series U Senior Notes due September 30, 2029

$150,000,000 Series V Senior Notes due September 30, 2030

$150,000,000 Series W Senior Notes due September 30, 2033

NOTE PURCHASE AGREEMENT

Dated August 19, 2026

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Table of Contents

Page

1. AUTHORIZATION OF NOTES.	1
2. SALE AND PURCHASE OF NOTES; GUARANTEES.	2
3. CLOSING.	2
3.1 Closing.	2
3.2 Failure of the Company to Deliver.	2
4. CONDITIONS TO CLOSING.	2
4.1 Representations and Warranties.	3
4.2 Performance; No Default.	3
4.3 Compliance Certificates.	3
4.4 Guaranty Agreement.	4

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AMENDED AND RESTATED ADMINISTRATION AGREEMENT

BETWEEN

ANTARES PRIVATE CREDIT FUND

AND

Antares Capital Credit Advisers LLC

This Amended and Restated Administration Agreement (“Agreement”) is made as of August 19, 2026 by and between Antares Private Credit Fund, a Delaware statutory trust (the “Fund”), and Antares Capital Credit Advisers LLC, a Delaware limited liability company (the “Administrator”).

WHEREAS, the Fund and the Administrator entered into an Administration Agreement dated as of October 31, 2024 (the “Prior Agreement”);

WHEREAS, in connection with the registration of the shares of the Fund in certain states, certain state securities regulators have required modifications to the Prior Agreement; and

WHEREAS, the Fund and the Administrator desire to accordingly amend and restate the Prior Agreement in its entirety, as set forth herein.

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereby agree to amend and restate the Prior Agreement in its entirety as follows:

1. Duties of the Administrator.

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