Browse EX-10 agreements

AMENDMENT NO. 2 TO TERM LOAN AGREEMENT

This AMENDMENT NO. 2 TO TERM LOAN AGREEMENT, dated as of August 17, 2026 (this “Amendment No.****** 2**”), is by and among AvalonBay Communities, Inc., a corporation organized under the laws of the State of Maryland (the “Existing Borrower”), ERP Operating Limited Partnership, an Illinois limited partnership (the “New Borrower”), the several lenders signatory hereto (collectively, the “Banks”), and Truist Bank, as administrative agent for the Banks (in such capacity, the “Administrative Agent”). Reference is made to that certain Term Loan Agreement, dated as of April 3, 2025 (as amended by the Amendment No. 1 to Term Loan Agreement, dated as of August 1, 2025, the “Existing Loan Agreement,” and the Existing Loan Agreement as amended by this Amendment No. 2, the “Loan Agreement”), by and among the Existing Borrower, the Banks party thereto and the Administrative Agent. Capitalized terms used herein without definition shall have the same meanings as set forth in the Loan Agreement.

RECITALS

…

AMENDMENT NO. 2 TO SEVENTH AMENDED

AND RESTATED REVOLVING LOAN AGREEMENT

This AMENDMENT NO. 2 TO SEVENTH AMENDED AND RESTATED REVOLVING LOAN AGREEMENT, dated as of August 17, 2026 (this “Amendment No.****** 2**”), is by and among AvalonBay Communities, Inc., a corporation organized under the laws of the State of Maryland (the “Existing Borrower”), ERP Operating Limited Partnership, an Illinois limited partnership (the “New Borrower”), the several lenders signatory hereto (collectively, the “Banks”), and Bank of America, N.A., as administrative agent for the Banks (in such capacity, the “Administrative Agent”). Reference is made to that certain Seventh Amended and Restated Revolving Loan Agreement, dated as of April 3, 2025 (as amended by the Amendment No. 1 to Seventh Amended and Restated Revolving Loan Agreement, dated as of August 1, 2025, the “Existing Loan Agreement,” and the Existing Loan Agreement as amended by this Amendment No. 2, the “Loan Agreement”), by and among the Existing Borrower, the Banks party thereto and the Administrative Agent. Capitalized terms used herein without definition shall have the same meanings as set forth in the Loan Agreement.

RECITALS

…

SECURITIES PURCHASE AGREEMENT

** **

This Securities Purchase Agreement (this “Agreement”) is dated as of August 14, 2026, between MicroVision, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

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 each Purchaser agree as follows:

ARTICLE I.
DEFINITIONS

1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, 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 4.5.

“Action” shall have the meaning ascribed to such term in Section 3.1(j).

…

TERADATA CORPORATION

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (“Agreement”) is effective as of [date], by and between Teradata Corporation, a Delaware corporation (the “Company”), and [name] (“Indemnitee”).

A.the Company desires to attract and retain highly qualified individuals to serve the Company, its subsidiaries and affiliated entities, and recognizes that such individuals require adequate protection against legal risks arising from such service;

B.theCompany desires to provide for indemnification of, and advancement of expenses to, the Indemnitee to the maximum extent permitted by applicable law;

C.the Company’s certificate of incorporation and bylaws provide for indemnification and advancement of expenses to the fullest extent permitted by the Delaware General Corporation Law (as the same exists or may hereafter be amended, the “DGCL”);

D.Section 145 of the DGCL permits a Delaware corporation to indemnify directors, officers, employees and agents, and persons serving at the request of the corporation for other enterprises, and provides that statutory indemnification is not exclusive of other rights;

E.the Company and the Indemnitee recognize that the protections available under the Company’s organizational documents and insurance may not provide adequate certainty in all circumstances, and the Company wishes to provide contractual protections that supplement such rights; and

…

EIGHTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

THIS EIGHTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (the “Amendment”) is effective as of August 14, 2026 (“Effective Date”), by and between INTEST CORPORATION, a Delaware corporation, (“Borrower”), AMBRELL CORPORATION, a Delaware corporation, INTEST EMS, LLC, a Delaware limited liability company, TEMPTRONIC CORPORATION, a Delaware corporation, VIDEOLOGY IMAGING CORPORATION, a Delaware corporation, ACCULOGIC LTD., a Delaware corporation, ACCULOGIC INC., an Ontario corporation, ALFAMATION US, INC., a Delaware corporation, formerly inTest Italy, Inc., (individually and collectively, jointly and severally, the “Guarantors”) and M&T Bank(together with its successors and assigns, “Bank”).

BACKGROUND

A.Borrower, Guarantors and Bank previously entered into a certain Amended and Restated Loan and Security Agreement dated October 15, 2021, as amended by that certain Joinder and Amendment to Amended and Restated Loan and Security Agreement dated October 28, 2021, as amended by that certain Joinder and Second Amendment to Amended and Restated Loan and Security Agreement dated December 30, 2021, as amended by that certain Third Amendment to Amended and Restated Loan and Security Agreement dated as of September 20, 2022, as amended by that certain Fourth Amendment to Amended and Restated Loan and Security Agreement dated as of May 2, 2024, as amended by that certain Joinder and Fifth Amendment to Amended and Restated Loan and Security Agreement dated as of December 18, 2024, as amended by that

…

GUARANTY

THIS GUARANTY (this “Guaranty”), dated July 28, 2026, is made by Wellington Peel, LLC, a Delaware limited liability company (the “Guarantor”), in favor of AI Financial Corporation, a Nevada corporation (the “Holder”). All initially capitalized terms not defined herein shall have the meaning ascribed in the Note.

W I T N E S S E T H:

WHEREAS, on even date hereof, Prime Delta Corp., a Delaware corporation (the “Maker”) entered into that certain Secured Promissory Note (the “Note”), in favor of Holder, in the amount of $12,000,000.00; and

WHEREAS, it is a condition for Holder accepting the Note that Guarantor shall execute and deliver this Guaranty.

NOW, THEREFORE, in consideration of the premises and to induce Holder to accept the Note, Guarantor hereby agrees as follows:

SECTION 1. Guaranty. Guarantor hereby unconditionally, absolutely, and irrevocably guarantees the payment and performance of the obligations of the Maker set forth in the Note (the “Guaranteed Obligations”). Guarantor hereby waives any rights of set-off against, defense to, or reduction of, the Guaranteed Obligations based upon any claim Guarantor may have against any other individual or entity. It shall not be necessary for the Holder (and Guarantor hereby waives any rights which Guarantor may have to require the Holder), in order to enforce the obligations of Guarantor hereunder, first to (i) institute suit or exhaust its remedies against any other any individual or entity, (ii) join any other individual or person in any action seeking to enforce the Note, or

…

GUARANTY

THIS GUARANTY (this “Guaranty”), dated July 28, 2026, is made by Jason Lake, trustee of the Wellington Peel Trust, U/D/T March 25, 2016, a trust formed under Delaware law (the “Guarantor”), in favor of AI Financial Corporation, a Nevada corporation (the “Holder”). All initially capitalized terms not defined herein shall have the meaning ascribed in the Note.

W I T N E S S E T H:

WHEREAS, on even date hereof, Prime Delta Corp., a Delaware corporation (the “Maker”) entered into that certain Secured Promissory Note (the “Note”), in favor of Holder, in the amount of $12,000,000.00; and

WHEREAS, it is a condition for Holder accepting the Note that Guarantor shall execute and deliver this Guaranty.

NOW, THEREFORE, in consideration of the premises and to induce Holder to accept the Note, Guarantor hereby agrees as follows:

SECTION 1. Guaranty. Guarantor hereby unconditionally, absolutely, and irrevocably guarantees the payment and performance of the obligations of the Maker set forth in the Note (the “Guaranteed Obligations”). Guarantor hereby waives any rights of set-off against, defense to, or reduction of, the Guaranteed Obligations based upon any claim Guarantor may have against any other individual or entity. It shall not be necessary for the Holder (and Guarantor hereby waives any rights which Guarantor may have to require the Holder), in order to enforce the obligations of Guarantor hereunder, first to (i) institute suit or exhaust its remedies against any other any individual or entity, (ii) join any other individual or person in

…

GUARANTY

THIS GUARANTY (this “Guaranty”), dated July 28, 2026, is made by Jean Francois Amyot, a resident of Mont-Tremblant, Quebec Canada (the “Guarantor”), in favor of AI Financial Corporation, a Nevada corporation (the “Holder”). All initially capitalized terms not defined herein shall have the meaning ascribed in the Note.

W I T N E S S E T H:

WHEREAS, on even date hereof, Prime Delta Corp., a Delaware corporation (the “Maker”) entered into that certain Secured Promissory Note (the “Note”), in favor of Holder, in the amount of $12,000,000.00; and

WHEREAS, it is a condition for Holder accepting the Note that Guarantor shall execute and deliver this Guaranty.

NOW, THEREFORE, in consideration of the premises and to induce Holder to accept the Note, Guarantor hereby agrees as follows:

SECTION 1. Guaranty. Guarantor hereby unconditionally, absolutely, and irrevocably guarantees the payment and performance of the obligations of the Maker set forth in the Note (the “Guaranteed Obligations”). Guarantor hereby waives any rights of set-off against, defense to, or reduction of, the Guaranteed Obligations based upon any claim Guarantor may have against any other individual or entity. It shall not be necessary for the Holder (and Guarantor hereby waives any rights which Guarantor may have to require the Holder), in order to enforce the obligations of Guarantor hereunder, first to (i) institute suit or exhaust its remedies against any other any individual or entity, (ii) join any other individual or person in any action seeking to enforce the Note,

…

SECURITY AGREEMENT

** **

THIS SECURITY AGREEMENT (the “Agreement”) is being made and entered into as of July 28, 2026, by and between Prime Delta Corp., a Delaware corporation with principal place of business at 140 Wall Street, 20th Floor, New York, NY 10005 (“Debtor”) and AI Financial Corporation, a Nevada corporation having its principal place of business at 8548 Rozita Lee Avenue, Suite 305, Las Vegas, Nevada 89113 (“Secured Party “).

W I T N E S S E T H:

** **

WHEREAS, pursuant to that certain Secured Convertible Promissory Note of even date herewith executed by Debtor in favor of the Secured Party (the “Note”), Debtor has become indebted to the Secured Party for the aggregate principal sum of Eleven Million Dollars ($11,000,000.00); and

WHEREAS, as collateral for its obligations under the Note (the “Obligations”), Secured Party requires that Debtor grant to Secured Party, a first priority senior security interest in all of its assets and property; and

WHEREAS, Debtor and Secured Party desire that this Agreement shall set forth their full and complete understanding regarding the terms and conditions under which Debtor will grant Secured Party a security interest in all of its assets and property.

NOW, THEREFORE, FOR AND IN CONSIDERATION of the premises, the mutual promises and covenants herein contained, and other good and valuable consideration, the receipt, sufficiency, and adequacy of which are expressly acknowledged, Debtor and Secured Party, each intending to be legally bound, do hereby mutually agree as follows:

…

THIS NOTE MAY NOT BE VOLUNTARY TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF UNLESS (I)(A) SUCH TRANSFER OR OTHER DISPOSITION IS COVERED BY A REGISTRATION STATEMENT EFFECTIVE UNDER THE SECURITIES ACT OF 1933 OR (B) IN THE OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION, SUCH TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SECTION 5 OF THAT ACT OR (C) A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION SATISFACTORY TO COUNSEL TO THE CORPORATION SHALL HAVE BEEN OBTAINED WITH RESPECT TO SUCH TRANSFER OR OTHER DISPOSITION AND (II) SUCH TRANSFER OR OTHER DISPOSITION IS MADE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.

SECURED PROMISSORY NOTE

PRIME DELTA CORP.,

a Delaware corporation

** **

$12,000,000.00	July 29, 2024

Las Vegas, Nevada

PRIME DELTA CORP., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), for value received, hereby promises to pay to AI Financial Corporation (the “Holder”), upon presentation and surrender of this Promissory Note (the “Note”) at the principal office of the Holder the principal amount of this Note and accrued and unpaid interest thereon, in the lawful currency of the United States of America.

** **

1. Principal Amount and Term. This Note, in the principal amount of $12,000,000.00 (the “Principal Amount”), is issued and dated as of the date set forth above, and is due and payable as set forth below.

…

ACQUISITION AGREEMENT

This Acquisition Agreement (this “Agreement”) is made and entered into as of July 29, 2026 (the “Agreement Date”), by and among AI Financial Corporation, a Nevada corporation (“AI Financial”), Alt 5 Sigma, Inc., a Delaware corporation and wholly-owned subsidiary of AI Financial (“Alt 5 Delaware”) (collectively, with AI Financial, the “Seller”), ALT5 Sigma Canada, Inc., a Quebec corporation and wholly-owned subsidiary of Alt 5 Delaware (“Alt 5 Canada”), Prime Delta Corp., a Delaware corporation (“Purchaser”), and, Paul Goodman (the “Series B Redemption Representative”), solely for the purposes of acting as the appointed representative of the holders1 of AI Financial Series B Preferred Stock (the “Series B Stock”).

WHEREAS, as of the date hereof, Alt 5 Delaware owns all of the issued and outstanding equity securities of Alt 5 Canada in the form of all of the issued and outstanding shares of the Company’s common stock (the “Alt 5 Canada Shares”);

WHEREAS, Alt 5 Delaware wishes to sell to Purchaser, and Purchaser wishes to purchase from Alt 5 Delaware, all of the Alt 5 Canada Shares, subject to the terms and conditions set forth herein (the “Acquisition”); and

WHEREAS, in connection with the Acquisition, AI Financial desires to attempt to use a portion of the Purchase Price Stock (as that term is defined in Section 1.2(c)) to redeem, on a consensual basis, all of the issued and outstanding shares of the Series B Stock;

…

---

UNIT OFFERING

ALASKA SILVER CORP.

INSTRUCTIONS TO SUBSCRIPTION AGREEMENT

To complete this Agreement, you must:

1. Complete and execute the two pages following this instruction page.

2. Complete the applicable schedule(s):

A. Canadian / Offshore Investors. If you are an accredited investor who is resident of or otherwise subject to the securities laws of a jurisdiction other than the United States, complete and execute Schedule A - Certificate of Accredited Investor and, if required by the category you select in Schedule A, you must also complete Schedule A1 - Accredited Investor Questionnaire and Schedule A2 - Individual Accredited Investor Risk Acknowledgement Form.

B. ALL Investors.**  **ALL investors must complete and execute Schedule B - Certification of Purchaser Under United States Law.

C. Corporate Investors. If you are not an individual, complete and execute Schedule C - Corporate Placee Registration Form ("Form 4C").

D. Cdn$150,000 Investments (non-Individuals). If you are an accredited investor who is resident of or otherwise subject to the securities laws of a jurisdiction other than the United States, are acquiring securities with a value of Cdn$150,000 or more and are not an individual, complete Schedules B and C, and by executing this Agreement, you will be confirming the accuracy of the applicable representations and warranties and other relevant sections of Appendix I.

…