Browse EX-10 agreements

Execution Version

FIRST AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of August 5, 2026 and is entered into by and among THE MACERICH PARTNERSHIP, L.P., a limited partnership organized under the laws of the state of Delaware, as the borrower (the “Borrower”), THE MACERICH COMPANY, a Maryland corporation (“MAC”), as a guarantor, THE SUBSIDIARY GUARANTORS SIGNATORY HERETO, THE LENDERS SIGNATORY HERETO, and DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and is made with reference to that certain Second Amended and Restated Credit Agreement dated as of February 24, 2026 (as Modified prior to the date hereof, the “Original Credit Agreement”, and the Original Credit Agreement as Modified by this Amendment as further provided below, the “Amended Credit Agreement”) by and among the Borrower, MAC, the Subsidiary Guarantors from time to time party thereto, the Lenders from time to time party thereto, the Administrative Agent and the other agents named therein. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Amended Credit Agreement.

WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders agree to Modify the Original Credit Agreement as provided for herein; and** **

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[Dealer’s name]

[Dealer’s address]1

August [__], 2026

To:	The Macerich Partnership, L.P.

c/o The Macerich Company

401 Wilshire Boulevard, Suite 700

Santa Monica, California 90401

Re:	[Base][Additional] Call Option Transaction

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into among [DEALER] (“Dealer”), The Macerich Partnership, L.P., a Delaware limited partnership**** (“Counterparty”), and The Macerich Company, a Maryland corporation (“Parent”), as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement among Counterparty, Parent and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

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Exhibit 10.5

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Consultancy Services Agreement

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This Consultancy Services Agreement (“Agreement”) between Powerfleet, Inc. (“Company”) and David Wilson (“Consultant”) (collectively the “Parties”) is effective August 11, 2026 (“Effective Date”). The Parties agree as follows:

1.	Scope of Work. Consultant will provide the following services (“Services”):

	1.1.	Advice. Consultant agrees to advise Company leadership on financial, operational, and organizational matters requested by the Company’s CEO or designee.

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August 10, 2026

David Wilson

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This agreement (“Agreement”) is entered into between David Wilson (“Employee”) and Powerfleet, Inc. (the “Company”).

1. Termination of Employment Relationship. The employment relationship between Employee and the Company terminated on August 10, 2026 (the “Separation Date”). As of the Separation Date, Employee’s duties and responsibilities shall cease and Employee shall not hold himself out as an employee, officer, agent, or representative of the Company or any of its affiliates. All eligibility for Company benefits shall terminate on the Separation Date, except for medical benefits, which shall terminate on August 31, 2026. Employee acknowledges (a) receipt of all compensation and benefits due through the Separation Date as a result of services performed for the Company with the receipt of a final paycheck dated August 10, 2026; (b) Employee has reported to the Company any and all work-related injuries incurred during employment; (c) the Company properly provided any leave of absence because of Employee’s or a family member’s health condition or military service and Employee has not been subjected to any improper treatment, conduct or actions due to a request for or taking such leave; (d) Employee has had the opportunity to provide the Company with written notice of any and all concerns regarding suspected ethical and compliance issues or violations on the part of the Company or any other Released Parties; and (e) Employee does not have a pending claim against the Company or any other

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Exhibit 10.3

POWERFLEET, INC.

Confidentiality, Assignment of Contributions and

Inventions, Non-Competition, and Non-Solicitation Agreement

Background. I am a paid employee of Powerfleet, Inc., a Delaware corporation (the “Company”). I am executing this Agreement in consideration of my offer of employment with the Company and the severance agreement effective as of August 11, 2026.

1. Confidentiality. While working for the Company, I may in the future develop or acquire, knowledge in my work or from my colleagues or otherwise of Confidential Information relating to the Company, its business, potential business or that of its customers or its or their respective affiliates. “Confidential Information” includes information concerning the identity of customers or their requirements or key contacts within the customer’s organization, suppliers, distributors, software programs, demonstration programs, routines, algorithms, computer systems, plans, strategies, research, formulations, processes, production methods and sources, products and specifications, equipment manufacturing and other techniques, designs, know-how, show how, trade secrets, inventions, improvements, discoveries, concepts, methodology, formulas, drawings, maps, manuals, models, specifications, records, files, memoranda, notes, reports, files, correspondence, financial and sales data, pricing lists or terms, trading terms, training materials and methods, marketing, distribution, and merchandising techniques and strategies, evaluations, opinions and interpretations, together with all other

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SEVERANCE AGREEMENT

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This SEVERANCE AGREEMENT (the “Agreement”) is made and entered into, effective as of August 11, 2026, by and between Powerfleet, Inc., a Delaware corporation (the “Company”), and Paul Lalljie (“Executive”).

BACKGROUND:

** **

WHEREAS, Executive is to be employed as President and Chief Financial Officer of the Company;

WHEREAS, Executive was provided an offer letter to be effective August 11, 2026 (the “Offer Letter”), regarding certain terms and conditions applicable during and after Executive’s employment with the Company, which remain in effect unless otherwise explicitly modified by this Agreement; and

WHEREAS, the Board of Directors of the Company (the “Board”) has determined it is in the best interests of the Company to enter into this Agreement to, among other things, help retain and motivate Executive in his position with the Company.

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1.	Certain Definitions. As used in the Agreement, the following terms shall have the respective meanings set forth below:

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July 29, 2026

Paul Lalljie

Dear Paul,

On behalf of Powerfleet, Inc. (the “Company”), I am pleased to confirm our offer for full-time employment as Chief Financial Officer, reporting to Steve Towe, President and Chief Executive Officer. Your start date will be mutually determined between you and the Company.

You will receive a semi-monthly salary of $19,791.67, which is equivalent to $475,000 on an annual basis. You will be eligible to participate in the Global Bonus Plan. As part of this Global Bonus Plan, you will be eligible to receive an annual bonus based on a target award of 85% of your base salary subject to the terms of the Global Bonus Plan, as approved annually by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”). In connection with the commencement of your employment, you will receive:

(i) a one-time cash sign-on bonus of $100,000, less applicable withholdings, payable as soon as is practicable; and

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SHARE PURCHASE AND OPTION AGREEMENT

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(M.E.A. Testing Systems Ltd. Equity)

This Share Purchase and Option Agreement (this “Agreement”) is made as of August 5, 2026 between BiomX Inc., a Delaware corporation (NYSE American: PHGE) (the “Purchaser” or “BiomX”), and Mayers Ventures LLC a Nevada limited liability company (the “Seller”). The Purchaser and the Seller are each a “Party” and together the “Parties.”

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Recitals

A. The Company is M.E.A. Testing Systems Ltd., an Israeli private company, registration number 512558669 (the “Company” or “MEA”).

B. Based on the Company’s records, the issued share capital of the Company consists of 1,719,819 ordinary shares and 1,525,915 preferred shares, each of par value NIS 0.01 (together, 3,245,734 shares), subject to confirmation against the Company’s share register.

C. Motomova Inc., a Delaware corporation whose shares are quoted on the OTC Markets under the symbol MTMV (“Motomova”) holds 1,358,405 ordinary shares and 1,525,915 preferred shares, representing approximately 88.9% of the total issued share capital and approximately 79% of the ordinary shares and all of the preferred shares of the Company. The balance, approximately 361,414 ordinary shares (approximately 21% of the ordinary shares), is held by other shareholders (the “MEA Minority”).

D. The Seller holds 76% of the outstanding share and voting capital of Motomova;

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MAZE THERAPEUTICS, INC. (“Company”)

Non-Employee Director Compensation Policy

Effective January 30 2025

Amended June 1, 2026

The Company’s Board of Directors (the “Board”) believes it is in the best interests of the Company and its stockholders to adopt a compensation program for non-employee directors as set forth herein (the “Non-Employee Director Compensation Policy” or the “Policy”) to provide for an annual cash retainer and certain equity awards in consideration of each non-employee director’s service on the Board and any committees thereof. This Policy may be amended or terminated at any time in the sole discretion of the Board.

Cash Compensation

Cash compensation payable to each non-employee director shall consist of the following annual fees, which shall be paid quarterly in arrears and shall be pro-rated for partial quarters served, including for the initial quarter in which this Policy is adopted:

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General Board Service Fee: $40,000

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Board Chair Fee (in addition to General Board Service Fee): $30,000

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Committee Chair Service Fee (in addition to General Board Service Fee; in lieu of Non-Chair Committee Member Service Fee set forth below):

o

Audit Committee chair: $20,000

o

Compensation Committee chair: $15,000

o

Nominating and Governance Committee chair: $10,000

o

Research and Development Committee chair: $15,000

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Non-Chair Committee Member Service Fee (in addition to General Board Service Fee; in lieu of Committee Chair Service Fee set forth above):

o

Audit Committee member: $10,000

o

Compensation Committee member: $7,500

o

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**NEITHER THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) IN COMPLIANCE WITH RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (C) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. **

WARRANT TO PURCHASE

SHARES OF COMMON STOCK

OF

OPEN WORLD LTD.

Expires: The date that is the third (3rd) anniversary of the Warrant Issuance Date

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REGISTRATION RIGHTS AGREEMENT

[●], 2026

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of the date first above written, by and among OPEN WORLD LTD., an exempted company incorporated in the Cayman Island, whose registered office is at 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands (the “Company”), GEM GLOBAL YIELD LLC SCS, a “société en commandite simple” formed under the laws of Luxembourg having LEI No. 213800CXBEHFXVLBZO92 having an address at 12C, rue Guillaume J. Kroll, L-1882 Luxembourg (the “Purchaser”); and GEM YIELD BAHAMAS LIMITED, a limited company formed under the laws of the Commonwealth of the Bahamas and having an address at CUB Financial Centre, Unit GF5, Lyford Cay, Nassau, Commonwealth of the Bahamas (“GYBL,” and together with the Company and Purchaser, the “Parties”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement (as defined below).

RECITALS

WHEREAS, the Company has the right to place with Purchaser up to U.S. $50,000,000 worth of Common Shares, has agreed to issue a warrant that will give GYBL the right to purchase Common Shares upon the Public Listing, and has agreed to pay in cash, from the proceeds of Draw Downs, or issue to GYBL a number of Common Shares, or a combination of the foregoing, in satisfaction of the Commitment Fee; and

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SHARE PURCHASE AGREEMENT

dated as of July 24, 2026

by and among

OPEN WORLD LTD.,

GEM GLOBAL YIELD LLC SCS

and

GEM YIELD BAHAMAS LIMITED

Table of Contents

Page

ARTICLE I DEFINITIONS		1
Section 1.01	Definitions	1

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