Browse EX-10 agreements

	Published CUSIP Number:	86817DAA1
	Revolving Credit CUSIP Number:	86817DAB9
	Term Loan CUSIP Number:	86817DAC7

$125,000,000.00 REVOLVING CREDIT FACILITY
$75,000,000.00 TERM LOAN

AMENDED AND RESTATED CREDIT AGREEMENT

by and among

SUPERIOR GROUP OF COMPANIES, INC.,

a Florida corporation,

as the Borrower

and

THE GUARANTORS PARTY HERETO

and

THE LENDERS PARTY HERETO

and

PNC BANK, NATIONAL ASSOCIATION,

as Administrative Agent, Swingline Loan Lender and Issuing Lender

PNC CAPITAL MARKETS LLC,

as Lead Arranger and Sole Bookrunner

Dated as of August 7, 2026

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TABLE OF CONTENTS

Page

ARTICLE 1 CERTAIN DEFINITIONS		1

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amendment No. 5 to AMENDED AND RESTATED* CREDIT, SECURITY AND GUARANTY AGREEMENT (REVOLVING LOAN) *

This AMENDMENT NO. 5 TO AMENDED AND RESTATED CREDIT, SECURITY AND GUARANTY AGREEMENT (REVOLVING LOAN) (this “Agreement”) is made as of August 10, 2026, by and among XTANT MEDICAL, INC., a Delaware corporation (“Xtant”), BACTERIN INTERNATIONAL, INC., a Nevada corporation, X-SPINE SYSTEMS, INC., an Ohio corporation, SURGALIGN SPV, INC., a Delaware corporation, and any additional borrower that may hereafter be added to this Agreement (each individually as a “Borrower”, and collectively with any entities that become party hereto as Borrower and each of their successors and permitted assigns, the “Borrowers”), XTANT MEDICAL HOLDINGS, INC., a Delaware corporation (“Holdings”), as a Guarantor, MidCap funding iv Trust, a Delaware statutory trust, as Agent (in such capacity, together with its successors and assigns, “Agent”) and the other financial institutions or other entities from time to time parties to the Credit Agreement referenced below, each as a Lender.

RECITALS

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amendment No. 5 to AMENDED AND RESTATED* CREDIT, SECURITY AND GUARANTY AGREEMENT (TERM LOAN) *

This AMENDMENT NO. 5 TO AMENDED AND RESTATED CREDIT, SECURITY AND GUARANTY AGREEMENT (TERM LOAN) (this “Agreement”) is made as of August 10, 2026, by and among XTANT MEDICAL, INC., a Delaware corporation (“Xtant”), BACTERIN INTERNATIONAL, INC., a Nevada corporation, X-SPINE SYSTEMS, INC., an Ohio corporation, SURGALIGN SPV, INC., a Delaware corporation, and any additional borrower that may hereafter be added to this Agreement (each individually as a “Borrower”, and collectively with any entities that become party hereto as Borrower and each of their successors and permitted assigns, the “Borrowers”), XTANT MEDICAL HOLDINGS, INC., a Delaware corporation (“Holdings”), as a Guarantor, MidCap Financial Trust, a Delaware statutory trust, as Agent (in such capacity, together with its successors and assigns, “Agent”) and the other financial institutions or other entities from time to time parties to the Credit Agreement referenced below, each as a Lender.

RECITALS

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Execution Version

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”) is entered into as of April 30, 2026, by and between Aura Biosciences, Inc., a Delaware corporation (the “Company”), and Matrix Capital Management Master Fund, LP (“Seller”).

WHEREAS, Seller desires to sell to the Company, and the Company desires to purchase from Seller, shares of common stock, par value $0.00001 per share (the “Common Stock”), of the Company on the terms and conditions set forth herein (the “Repurchase”);

WHEREAS, the audit committee (the “Audit Committee”) of the board of directors of the Company (the “Board”), consisting solely of independent and disinterested directors of the Board, and the disinterested members of the Board have evaluated the transactions contemplated by this Agreement pursuant to the Company’s related person transaction policy and the Audit Committee’s charter;

WHEREAS, the Board (acting upon the recommendation of the Audit Committee) has unanimously (i) determined that this Agreement and the Repurchase (as defined below), are advisable, fair to, and in the best interests of, the Company and the holders of Common Stock, and (ii) approved this Agreement, the execution and delivery by the Company of this Agreement, the performance by the Company of the covenants and agreements contained herein and the consummation of the Repurchase and the other transactions contemplated hereby and thereby upon the terms and subject to the conditions contained herein;

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Amendment No. 1 to the 2021 Stock Option and Incentive Plan

In accordance with Section 16 of the Aura Biosciences, Inc. (the “Company”) 2021 Stock Option and Incentive Plan (the “Plan”), the Plan is hereby amended as follows, subject to approval of the Company’s stockholders:

1.

Section 1 of the Plan is hereby amended to include the following as a new definition:

“Outstanding Shares” means, as of a specified date, the sum of (a) number of shares of Stock issued and outstanding and (b) the number of shares of Stock issuable pursuant to the exercise of any outstanding, pre-funded warrants to acquire shares of Stock for a nominal exercise price.

2.

The first sentence of Section 3(a)of the Plan is hereby deleted and replaced as follows:

(a) Stock Issuable. The maximum number of shares of Stock reserved and available for issuance under the Plan shall be 3,352,166 shares (the “Initial Limit”), subject to adjustment as provided in this Section 3, plus on January 1, 2022 and each January 1 thereafter, the number of shares of Stock reserved and available for issuance under the Plan shall be cumulatively increased by (i) five percent (5%) of the Outstanding Shares on the immediately preceding December 31 or (ii) such lesser number of shares as determined by the Administrator (the “Annual Increase”).

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April 30, 2026

PERSONAL AND CONFIDENTIAL

Elisabet de los Pinos

Re: Separation Agreement

Dear Ms. de los Pinos:

This letter confirms the termination of your employment with Aura Biosciences, Inc. (the “Company”), effective April 30, 2026 (the “Separation Date”).

If you enter into, do not revoke, and comply with this separation agreement (the “Release Agreement”), the Company will provide you with the opportunity to receive the severance benefits outlined in this Release Agreement, which you agree shall supersede the severance benefits set forth in your Offer of

Employment dated January 22, 2010 (the “Offer Letter”), the Employment Agreement dated January 1, 2015, as amended on October 13, 2017 (the “Employment Agreement”), and the Company’s Executive Severance Plan (including your Participation Agreement thereunder, the “Severance Plan”). You and the Company agree that all notice provisions in Section 9 of the Employment Agreement have been fully satisfied.

With those understandings and regardless of whether you enter into the Release Agreement, the following bulleted terms and conditions apply in connection with the ending of your employment:

•

The Company shall pay you salary, any accrued but unused vacation, and unpaid and properly documented business expenses accrued to you through the Separation Date.

•

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May 1, 2026

PERSONAL AND CONFIDENTIAL

Elisabet de los Pinos

Re: Amended & Restated Consulting Agreement

Dear Ms. de los Pinos:

In connection with the termination of your employment with Aura Biosciences, Inc. (the “Company”) effective on April 30, 2026 (the “Termination Date”), you and the Company entered into that certain Consulting Agreement dated as of April 30, 2026 (the “Prior Agreement”). The Company and you now desire to amend, restate, and supersede the Prior Agreement in its entirety. Accordingly, the terms set forth below shall constitute the amended and restated consulting agreement between you and the Company (this “Consulting Agreement”), which, upon execution by both parties, shall amend, restate, and supersede the Prior Agreement in its entirety. Now, therefore, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you and Company hereby agree as follows:

1.

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April 29, 2026

Natalie Holles
Email: [***]

Re: Offer of Employment

Dear Natalie,

Following up on our discussions, the following represents our offer regarding your employment by Aura Biosciences, Inc. (the “Company”) as a full-time, “at will” employee. This letter agreement is referred to herein as this “Agreement”. This offer and the terms of your employment with the Company (including compensation, benefits and equity awards) are subject to and conditioned upon the approval of the Company’s Board of Directors (the “Board”) in all respects.

Your title and position will be Chief Executive Officer and President and will report to the Board. Subject to the approval of the Board, you will also serve as a director of the Company. As a full-time employee of the Company, you will be expected to devote your full-time business time and energies to the business and affairs of the Company, provided that you may engage in civic and charitable activities and serve as a director on the boards of directors of up to two companies (in addition to the Company), provided such activities do not, individually or collectively, interfere with the performance of your duties hereunder or otherwise conflict with or violate the terms of this Agreement, any other agreement between you and the Company or the Company’s Code of Business Conduct and Ethics as determined by the Board.

1.

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TANGO THERAPEUTICS, INC.

AMENDED AND RESTATED

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

The purpose of this Non-Employee Director Compensation Policy (the “Policy”) of Tango Therapeutics, Inc. (the “Company”) is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries (“Outside Directors”). In furtherance of the purpose stated above, all Outside Directors shall be paid compensation for services provided to the Company as set forth below:

Cash Retainers

Annual Retainer for Board Membership:$45,000 for general availability and participation in meetings and conference calls of our Board of Directors, to be paid quarterly in arrears, pro-rated based on the number of actual days served by the director during such calendar quarter. No additional compensation will be paid for attending individual meetings of the Board of Directors.

Additional Annual Retainer for Non-Executive Chair:$35,000

Additional Annual Retainer for Lead Independent Director:$30,000

Additional Annual Retainers for Committee Membership:

Audit Committee Chair: $20,000

Audit Committee member: $10,000

Compensation Committee Chair: $15,000

Compensation Committee member: $7,500

Nominating and Corporate Governance Committee Chair: $10,000

Nominating and Corporate Governance Committee member: $5,000

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August 7, 2026

Daniel Vitt

Email: daniel.vitt@me.com

Re: Separation Agreement

Dear Daniel:

This letter sets forth the terms of the separation agreement (the “Agreement”) which you, Immunic, Inc., a Delaware corporation (the “Company”), and Immunic AG, wholly-owned subsidiary of the Company (the “Company Subsidiary”), have agreed in the context of your employment transition.

1.  Separation Date. Subject to the terms and conditions of this Agreement, your employment with the Company will continue through August 7, 2026, which will become your employment termination date (the “Separation Date”).

2.  Title. Your title will be changed on the date of this Agreement to Founder and Chair of the Company’s Scientific Advisory Board (the “SAB”). As of the date of this Agreement, you will report to the Chief Executive Officer of the Company (the “CEO”).

3.  Service Agreement with the Company Subsidiary. On or prior to the Separation Date, you will enter into an agreement (the “AG Termination Agreement”) with the Company Subsidiary pursuant to which you will cease to be a member of the Executive Board of the Company Subsidiary as of the Separation Date, and your Service Agreement, dated December 18, 2023, with the Company Subsidiary (the “Service Agreement”), will terminate without any ongoing obligations.

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Reference is made to that certain Credit Agreement and Guaranty, dated as of April 19, 2022, by and among BioXcel Therapeutics, Inc., the lenders party thereto and Oaktree Fund Administration, LLC, as administrative agent, as amended, restated, supplemented or otherwise modified from time to time (the “Credit Agreement”) and that certain Security Agreement, dated April 19, 2022 by and among BioXcel Therapeutics, Inc., the Guarantors party thereto and Oaktree Fund Administration, LLC, as administrative agent (the “Security Agreement”). Capitalized terms used in this email and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement or Security Agreement, as applicable.

Each of the Lenders hereby agree to amend and restate Section 4(a) of the Eleventh Amendment in its entirety as set forth below, effective as of the date hereof:

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AMENDMENT TO

SECURED CONVERTIBLE NOTES,

PRE-FUNDED COMMON STOCK PURCHASE WARRANTS, AND

AMENDED AND RESTATED SHARED SERVICES AGREEMENT

This AMENDMENT TO SECURED CONVERTIBLE NOTES, PRE-FUNDED COMMON STOCK PURCHASE WARRANTS, AND AMENDED AND RESTATED SHARED SERVICES AGREEMENT (this “Amendment”) is entered into as of August 10, 2026 and shall be effective as of October 10, 2026 (the “Amendment Effective Date”), by and amongRYTHM, Inc., a Nevada corporation (the “Company”), RSLGH, LLC, a Delaware limited liability company (“RSLGH”), and Vision Management Services, LLC, a Delaware limited liability company (“VMS”), with reference to the following facts:

RECITALS

A.

On November 5, 2024, the Company issued to RSLGH a Secured Convertible Note with an original principal amount of $10.0 million, which was amended by Amendment No. 1 on May 8, 2025 and by Amendment No. 2 on August 25, 2025 (as amended, the “November 2024 Note”).

B.

On November 5, 2024, RSLGH acquired pre-funded warrants (the “November 2024 Acquired Warrants”) to purchase an aggregate of up to 6,169,702 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) from a prior holder of such warrants.

C.

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