Browse EX-10 agreements

INTERCREDITOR AGREEMENT

INTERCREDITOR AGREEMENT (the “Agreement”), dated as of September 23, 2026, by and among Celularity Inc., a Delaware corporation (the “Company”), the purchasers identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”), and Philip Barach, as collateral agent (the “Collateral Agent”).

WITNESSETH:

WHEREAS, the Company and the Purchasers have entered into that certain Securities Purchase Agreement, dated as of September 23, 2026 (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”), pursuant to which the Company has agreed to issue and sell to the Purchasers Senior Secured Convertible Promissory Notes in an aggregate principal amount of up to $25,000,000 (each, a “Note” and collectively, the “Notes”);

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SETTLEMENT, RELEASE AND TERMINATION AGREEMENT

This SETTLEMENT, RELEASE AND TERMINATION AGREEMENT (this “Agreement”) is entered into as of September 18, 2026 (the “Effective Date”), by and between Celularity Inc., a Delaware corporation (the “Company”), and Helena Global Investment Opportunities 1 Ltd, a Cayman Islands exempted company (“Helena”). The Company and Helena are each a “Party” and collectively the “Parties.”

RECITALS

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 23, 2026, between Celularity Inc., a Delaware corporation (the “Company”), and the one or more purchasers identified on the signature pages hereto and on the Schedule of Purchasers attached to the Purchase Agreement (each individually, a “Purchaser,” and collectively, the “Purchasers”).

WHEREAS, the Company will issue to the Holders (as defined below) up to $25,000,000 in aggregate principal amount of convertible notes (the “Notes”) of the Company pursuant to that certain Securities Purchase Agreement dated as of September 23, 2026, by and among the Company and the Purchasers party thereto (the “Purchase Agreement”); and

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CREDIT AGREEMENT

dated as of

September 25, 2026

among

STEPAN COMPANY

as Company

The Foreign Subsidiary Borrowers Party Hereto

The Lenders Party Hereto

and

JPMORGAN CHASE BANK, N.A.

as Administrative Agent

and

BANK OF AMERICA, N.A.

as Syndication Agent

and

CITIBANK, N.A.,

PNC BANK, NATIONAL ASSOCIATION

and

U.S. BANK NATIONAL ASSOCIATION

as Co-Documentation Agents

JPMORGAN CHASE BANK, N.A.

and

BofA SECURITIES, INC.

as Joint Lead Arrangers and Joint Bookrunners

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TABLE OF CONTENTS

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Prototype Project Agreement

SAMDIB Project acCELLerate

Attachment 0001

23 September 2026

Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. Omissions are designated by [***].

Prototype Project Agreement

FOR

Strengthening America’s Manufacturing and Defense Industrial Base (SAMDIB)

Project acCELLerate: Domestic Production of Silicon Anode High Energy Density Lithium-Ion Batteries for Small UAS Applications

BETWEEN

the United States of America

AND

Amprius Technologies, Inc.

UNDER

“Cornerstone” Other Transaction Authority (OTA)

Agreement Number: CS-24-1801 Invoicing: W519TC-26-9-A416

Agreement Type: Fixed Based

Total Amount: $74,793,173.11

Task Table:

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 25, 2026, is made and entered into by and among (i) GOWell Energy Technology, a Cayman Islands exempted company (“PubCo”), (ii) Maywood Sponsor LLC, a Delaware limited liability company (the “Prior Sponsor”), (iii) Inflection Point Fund I LP, a Delaware limited partnership (the “New Sponsor”), (iv) Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“Cohen”), and Seaport Global Securities LLC (“Seaport”, together with Cohen, the “Representatives”), (v) independent directors of the SPAC (the “Independent Directors”), (vi) the members of the New Sponsor identified on the signature pages hereto under “Other Sponsor Holders” (the “New Sponsor Members”, together with the New Sponsor and Independent Directors, the “New Sponsor Holders”), (vii) each of the undersigned parties listed on the signature pages hereto under “PIPE Holders” (the “PIPE Holders”), and (viii) each of the former sharehol

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GUARANTEE AGREEMENT

between

TIDEWATER INC.,

as Guarantor

and

BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL — BNDES,

as Beneficiary

Guarantee Agreement

This GUARANTEE AGREEMENT (this “Agreement”), dated as of September 21, 2026, between:

	(1)	TIDEWATER INC., a corporation organized and existing under the laws of the State of Delaware, United States of America (the “Guarantor”); and

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METHODE ELECTRONICS, INC.

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT

This Performance-Based Restricted Stock Unit Award Agreement (the “Award Agreement”), effective as of September 22, 2026 (the “Award Date”), is entered into by and between Methode Electronics, Inc., a Delaware corporation (the “Company”) and _____________________ (the “Grantee”).

WHEREAS, the Company desires to encourage Grantee to continue to work for the benefit of the Company in a manner that will benefit all Company stockholders.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and obligations set forth herein, the Company agrees to award to Grantee performance-based Restricted Stock Units (“PSUs”) under the Methode Electronics, Inc. 2026 Omnibus Incentive Plan (the “Plan”) on the terms and conditions set forth herein and in the Plan.

1.

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METHODE ELECTRONICS, INC.

CEO RESTRICTED STOCK UNIT AWARD AGREEMENT

This CEO Restricted Stock Unit Award Agreement (the “Award Agreement”), effective as of September 22, 2026 (the “Award Date”), is entered into by and between Methode Electronics, Inc., a Delaware corporation (the “Company”) and Jonathan B. DeGaynor (the “Grantee”).

WHEREAS, the Company desires to encourage Grantee to continue to work for the benefit of the Company in a manner that will benefit all Company stockholders.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and obligations set forth herein, the Company agrees to award to Grantee time-based Restricted Stock Units (“RSUs”) under the Methode Electronics, Inc. 2026 Omnibus Incentive Plan (the “Plan”) on the terms and conditions set forth herein and in the Plan.

1.

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METHODE ELECTRONICS, INC.

TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT

This Restricted Stock Unit Award Agreement (the “Award Agreement”), effective as of September 22, 2026 (the “Award Date”), is entered into by and between Methode Electronics, Inc., a Delaware corporation (the “Company”) and _____________________ (the “Grantee”).

WHEREAS, the Company desires to encourage Grantee to continue to work for the benefit of the Company in a manner that will benefit all Company stockholders.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and obligations set forth herein, the Company agrees to award to Grantee time-based Restricted Stock Units (“RSUs”) under the Methode Electronics, Inc. 2026 Omnibus Incentive Plan (the “Plan”) on the terms and conditions set forth herein and in the Plan.

1.

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FIRST AMENDMENT TO THE

EQUITY PURCHASE AGREEMENT

** **

This first amendment (this “Amendment”) to the Agreement (as defined below) is entered into as of September 22, 2026 (the “Effective Date”), by and between Healthcare Triangle, Inc., a Delaware corporation (the “Company”), and Hudson Global Ventures, LLC, a Nevada limited liability company (the “Investor”, and collectively with the Company, the “Parties”).

WHEREAS the Parties entered into an equity purchase agreement on or around June 12, 2026 (the “Agreement”); and

WHEREAS, the Parties now desire to amend the Agreement;

** **

NOW, THEREFORE, the Parties hereto agree as follows:

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EXECUTIVE AGREEMENT

This Executive Agreement (this “Agreement”) is entered into as of September 21, 2026 (the “Effective Date”), by and between Stark Focus Group, Inc. (the “Company”), and Matthew Szot, an individual (“Executive”) (each a “Party” and collectively the “Parties”).

WHEREAS, the Company desires to employ Executive, and Executive desires to be employed by the Company, on the terms and subject to the conditions contained herein.

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

**1. Position. **During Executive’s employment with the Company, Executive will serve the Company as its Chief Financial Officer (“Position”). Executive will report to the Chief Executive Officer of the Company (the “CEO”).

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