Browse EX-10 agreements

***SIXTH AMENDMENT TO ***

CREDIT AGREEMENT

THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of April 9, 2026, is entered into by and among ETON PHARMACEUTICALS, INC., a Delaware corporation (“Borrower”), each of the undersigned financial institutions (individually each a “Lender” and collectively “Lenders”), SWK FUNDING LLC, a Delaware limited liability company, in its capacity as administrative agent for the Lenders (in such capacity, “Agent”).

RECITALS

WHEREAS, Borrower, Agent and Lenders entered into that certain Credit Agreement dated as of November 13, 2019 (as the same may be amended, modified or restated from time to time, being hereinafter referred to as the “Credit Agreement”); and

WHEREAS, Borrower, Agent and Lenders desire to amend the Credit Agreement as set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

ARTICLE I

Definitions

1.1    Capitalized terms used in this Amendment are defined in the Credit Agreement, as amended hereby, unless otherwise stated.

ARTICLE II

Amendments to Credit Agreement

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL.

Master Development and Supply Agreement

AXT 6-inch InP

This Master Development and Supply Agreement (this “Agreement”) is entered into, effective as of June 25, 2026 (the “Effective Date”), by and between AXT-Tongmei, Inc., a Delaware Corporation having its principal place of business at 4281 Technology Drive, Fremont, California, 94538, on behalf of itself and its Affiliates (collectively, “AXT”), and Coherent Corp., a Pennsylvania Corporation having its principal place of business at 375 Saxonburg Blvd., Saxonburg, PA 16056, on behalf of itself and its Affiliates (collectively, “Coherent”).

Each of AXT and Coherent may be referred to herein individually as a “Party” and collectively as the “Parties.”

Purpose: The purpose of this Agreement is to establish terms around the development of Mass Production (“MP”) and supply of 6-inch indium phosphide (“InP”) wafers (the “Product”) from AXT to Coherent.

Additional Definitions:

“Affiliate” means an entity that Controls, is Controlled by, or is under common Control with a Party.

“Applicable Law” means any statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, Governmental Order, or other requirement or rule of law of any Governmental Authority.

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL.

ANNUAL PURCHASE CONTRACT

Contract No.: CSLA[***]

Party A (Buyer): Nanjing Casela Technologies Corporation Limited

Contact Address: 9th Floor, Building C, Optoelectronics Technology Park, No. 6 Yuhe Road, Jiangbei New Area, Nanjing, China

Contact Person: [***] Telephone: [***]

Party B (Supplier): Beijing Tongmei Xtal Technology Co., Ltd.

Contact Address: No. 4 East Second Street, Tongmei Industrial Development Zone, Beijing, China

Contact Person: Li Kai Telephone:[***]

WHEREAS:

1. In light of its production and operational requirements, Party A intends to lock in long-term supply quantities with Party B so as to secure a stable source of supply and priority of supply.

2. Special Agreement: The Parties confirm that this Contract adopts a "fixed quantity, fixed price" model. Given the frequency of price fluctuations in the semiconductor raw materials market, the Parties consider it necessary to establish a capacity protection mechanism.

3. The Parties enter into this Contract on the basis of the principles of equality and free will.

ARTICLE 1 NATURE OF CONTRACT AND DEFINITION OF LOCKED ORDERS

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Execution Version

SIXTEENTH AMENDMENT TO CREDIT AGREEMENT

This SIXTEENTH AMENDMENT TO THE CREDIT AGREEMENT, dated as of August 12, 2026 (this “SixteenthAmendment”), by and among LTF INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), LIFE TIME, INC. (formerly known as LIFE TIME FITNESS, INC.), a Minnesota corporation and successor in interest to LTF MERGER SUB, INC., as borrower (the “Borrower”), the Subsidiary Guarantors party hereto, DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and the 2026 Refinancing Term Loan Lenders (as hereinafter defined) party hereto. Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below (as amended by this Sixteenth Amendment).

W I T N E S S E T H:

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EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of August 10, 2026 (the “Effective Date”), by and between Addus HealthCare, Inc., an Illinois corporation (the “Company”), and W. Bradley Bickham, an individual domiciled in the State of Texas (the “Executive”). The Company and Executive are hereinafter sometimes referred to individually as a “Party” and collectively as the “Parties.”

WHEREAS, the Company, its parent and its subsidiaries (collectively, the “Addus HealthCare Group”) provide home care, home health and hospice services; and

WHEREAS, the Company and the Executive desire to enter into this Agreement to set forth the terms and conditions of the Executive’s employment.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties, intending to be legally bound, agree as follows:

1.	Effectiveness; Term of Employment.

	(a)	This Agreement shall automatically become effective on the Effective Date.

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SETTLEMENT AGREEMENT

This Settlement Agreement and Mutual Release (the "Agreement") is entered into as of April 14, 2026 (the "Effective Date"), by and among:

Chris Barnard and Sine McEvenue, solely in their capacity as the Shareholder Representatives for the former shareholders of Telmetrics Inc. (collectively, the "Shareholder Representatives" or "Plaintiffs"), Chris Barnard (in his personal capacity), Sine McEvenue (in his personal capacity), Andrew Osmak, and Richard Zurawski, on the one hand, and Marchex, Inc., a Delaware corporation ("Marchex" or "Defendant") and Telmetrics Corp., on the other hand. Plaintiffs and Defendant may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, on November 5, 2018, Marchex acquired Telmetrics Inc. pursuant to a Share Purchase Agreement (the "SPA");

WHEREAS, Plaintiffs, in their capacity as Shareholder Representatives of the former shareholders of Telmetrics, commenced an action on October 21, 2022, against Marchex captioned Chris Barnard and Sine McEvenue v. Marchex, Inc., C.A. No. 1:22-cv-01382-RGA, in the United States District Court for the District of Delaware (the "Delaware Action"), asserting claims relating to alleged breaches of the SPA and Escrow Agreement;

WHEREAS, Marchex previously commenced a separate action in Canada on December 22, 2021, captioned Te/metrics Corp. and Marchex, Inc. v. Andrew Osmak, Christopher Barnard, Sine McEvenue and Richard Zurawski, No. CV-21-00674206-000, in the Superior Court of Justice, Ontario, Canada (the "Canadian Action");

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THIS SUBLEASE AGREEMENT (“Sublease”) is entered and effective this 29th

day of April, 20, 2026 , by

Marchex, Inc., a(n) Delaware corporation(“Tenant” OR "MARCHEX"), and RentSpree, Inc. , a(n)

a Delaware corporation(“SUBTENANT” OR "RENTSPREE"). (“Subtenant”). Tenant entered into that certain leaseagreement dated MARCHEX ENTERED INTO THAT CERTAIN SUBLEASE AGREEMENT DATED DECEMBER 20, 2022 (THE “EXISTING SUBLEASE”) WITH NELSON WORLDWIDE, LLC, A PENNSYLVANIA LIMITED LIABILITY COMPANY (“LANDLORD”

OR “NELSON”), PURSUANT TO WHICH MARCHEX SUBLEASES FROM NELSON THE LEASED PREMISES LEGALLY DESCRIBED IN THE ATTACHED EXHIBIT 1 (THE “MASTER PREMISES”). THE MASTER PREMISES WERE ORIGINALLY LEASED TO NELSON PURSUANT TO AN OFFICE LEASE DATED JANUARY 19, 2017 BETWEEN NELSON AND THE BOARD OF REGENTS FOR THE UNIVERSITY OF WASHINGTON (“MASTER LANDLORD”). THE MASTER PREMISES IS LOCATED IN THAT CERTAIN BUILDING COMMONLY KNOWN AS THE IBM BUILDING (THE “BUILDING”), AND SITUATED ON REAL PROPERTY LEGALLY DESCRIBED IN THE MASTER LEASE (THE “PROPERTY”). COPIES OF THE MASTER LEASE AND THE EXISTING SUBLEASE, INCLUDING ALL AMENDMENTS AND ADDENDA THERETO, ARE ATTACHED AS EXHIBIT 2.", 20(“Master Lease”) with, a(n)

as landlord (“Landlord”), for the leased premises legally described in the attached Exhibit 1 (the “MasterPremises”). The Master Premises is located in that certain building commonly known as(the “Building”),and situated on real property legally described in the Master Lease (the “Property”). A copy of the Master Lease,including all amendments and addenda thereto, is attached as Exhibit 2.

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SETTLEMENT AGREEMENT

This Settlement Agreement (this ***"Settlement ******Agreement") is entered into between and among Navigation Powder River, LLC ("Plaintiff') ***and Phoenix Energy One, LLC ***("Defe11da11t"; ***Defendant and Plaintiff each individually a ***"Party" ***and collectively, the ***"Parties"). ***This Settlement Agreement shall be deemed executed as of the date of the latest Party's signature (the *"Effective *Date").

RECITALS

WHEREAS, on September I 0, 2025, Plaintiff initiated a lawsuit against Defendant in the Texas Business Court, 11th Division styled Cause No. 25-BCI 1B-0055, Navigation Powder River, LLC

*v. **Phoenix Energy One, LLC *(the ***"Lawsuit") ***regarding the alleged breach of the Parties' Purchase and Sale Agreement;

WHEREAS, Plaintiff filed an Amended Petition on March 16, 2026;

WHEREAS, Defendant appeared and answered in the Lawsuit, and denied and disputed any and all liability with regard to the claims or damages asserted by Plaintiff;

WHEREAS, the Parties wish to resolve their differences with regard to the claims and counterclaims asserted in the Lawsuit and avoid the costs, risks, burdens, uncertainty, and inconvenience of continued litigation;

NOW, THEREFORE, in consideration of the terms and conditions set forth herein, the receipt and sufficiency of which are hereby acknowledged, the Paities agree to settle their disputes on the following terms:

I. CONSIDERATION

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Employment AGREEMENT

This Employment Agreement (“Agreement”) is made between Invivyd, Inc., a Delaware corporation (the “Company”), and Michael Mina (“Executive”), this 31st day of July, 2026.

WHEREAS, the Company and the Executive have entered into that certain Offer Letter, dated February 24, 2026 (the “Offer Letter”), pursuant to which Executive has provided services to the Company as the Chief Medical Officer from on or about March 5, 2026, through the effective date of this Agreement (the “Offer Letter Period”);

WHEREAS, the Company desires to employ Executive in the role of Chief Medical Officer and Chief Epidemiologist of the Company, providing Executive with certain compensation and benefits in return for such full-time employment services, and Executive desires to accept such full-time employment and provide personal services to the Company in return for certain compensation and benefits set forth below;

WHEREAS, the Company and Executive desire for this Agreement to be effective as of July 31, 2026 (the “Effective Date”) and for this Agreement to supersede the Offer Letter, in its entirety, as of the Effective Date;

WHEREAS, as a condition of employment, Executive entered into an Employee Proprietary Information and Inventions Assignment Agreement on March 4, 2026 (“PIIA Agreement”), attached as Appendix B; and

WHEREAS, Executive hereby reaffirms the PIIA Agreement in its entirety.

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Employment AGREEMENT

This Employment Agreement (“Agreement”) is made between Invivyd, Inc., a Delaware corporation (the “Company”), and Timothy Lee (“Executive”), this 30thday of May, 2024.

Whereas, the Company desires to employ Executive in the role of Chief Commercial Officer of the Company, providing Executive with certain compensation and benefits in return for such employment services, and Executive desires to accept such employment and provide personal services to the Company in return for certain compensation and benefits set forth herein; and

Whereas,the Company and Executive desire for this Agreement to be effective as of June 5, 2024 (the “Effective Date”);

Whereas, as a condition of employment, Executive agrees to enter into an Employee Proprietary Information and Inventions Assignment Agreement (“PIIA Agreement”) in a form acceptable to the Company on or before the Effective Date.

NOW, THEREFORE,in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.

Employment.

(a)

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[Certain information has been excluded because it both (i) is not material and (ii) is the type the Company treats as private or confidential]

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Original Issue Date: July 31, 2026

$71,810.98

SENIOR SECURED CONVERTIBLE NOTE DUE JULY 6, 2027

THIS SENIOR SECURED CONVERTIBLE NOTE is a duly authorized and validly issued Senior Secured Convertible Note of CV Sciences, Inc., a Delaware corporation (the “Company”), having its principal place of business at 9530 Padgett Street, Suite 107, San Diego, CA 92126, designated as its Senior Secured Convertible Note due on the Maturity Date (defined below) (this Note, the “Note”).

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[Certain information has been excluded because it both (i) is not material and (ii) is the type the Company treats as private or confidential]

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Original Issue Date: June 30, 2026

$75,589.44

SENIOR SECURED CONVERTIBLE NOTE DUE JULY 6, 2027

THIS SENIOR SECURED CONVERTIBLE NOTE is a duly authorized and validly issued Senior Secured Convertible Note of CV Sciences, Inc., a Delaware corporation (the “Company”), having its principal place of business at 9530 Padgett Street, Suite 107, San Diego, CA 92126, designated as its Senior Secured Convertible Note due on the Maturity Date (defined below) (this Note, the “Note”).

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