Browse EX-10 agreements

AMENDED AND RESTATED GUARANTY

AMENDED AND RESTATED GUARANTY (this “Guaranty”), made as of June 12, 2026, between KILROY REALTY CORPORATION, a Maryland corporation, having an address at 12200 West Olympic Boulevard, Suite 200, Los Angeles, California 90064 (“Guarantor”), and JPMORGAN CHASE BANK, N.A., having an office at 270 Park Avenue, New York, NY 10017, as administrative agent (the “Administrative Agent”) for the banks (the “Banks”) listed on the signature pages of the Amended and Restated Term Loan Agreement (as the same may be amended, modified, supplemented or restated, the “Credit Agreement”), dated as of the date hereof, among Kilroy Realty, L.P. (“Borrower”), the Banks, JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent, and the Joint Lead Arrangers, Joint Bookrunners Syndication Agents and Co-Documentation Agents named therein.

WITNESSETH:

WHEREAS, Borrower, JPMorgan Chase Bank, N.A., as administrative agent and the lenders party thereto are parties to a Term Loan Agreement dated as of March 6, 2024, as amended to date (the “Existing Credit Agreement”);

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Execution Version

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

dated as of June 12, 2026

among

KILROY REALTY, L.P.,

as Borrower,

JPMORGAN CHASE BANK, N.A.,
as Bank and as Administrative Agent for the Banks,

JPMORGAN CHASE BANK, N.A., BOFA SECURITIES, INC.,
WELLS FARGO SECURITIES, LLC, PNC CAPITAL MARKETS LLC and
U.S. BANK NATIONAL ASSOCIATION,
as Joint Lead Arrangers and Joint Bookrunners,

BANCO SANTANDER, S.A., NEW YORK BRANCH, THE BANK OF NOVA SCOTIA,
BMO CAPITAL MARKETS CORP. and ROYAL BANK OF CANADA,
as Joint Lead Arrangers

BANK OF AMERICA, N.A. and WELLS FARGO BANK, N.A.,
as Banks and Syndication Agents,

PNC BANK, NATIONAL ASSOCIATION,
U.S. BANK NATIONAL ASSOCIATION,
BANCO SANTANDER, S.A., NEW YORK BRANCH, THE BANK OF NOVA SCOTIA,
BARCLAYS BANK PLC, BMO BANK, N.A. and ROYAL BANK OF CANADA,

as Banks and Co-Documentation Agents,

and

THE BANKS LISTED HEREIN

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TABLE OF CONTENTS

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FIFTH AMENDED AND RESTATED GUARANTY

FIFTH AMENDED AND RESTATED GUARANTY (this “Guaranty”), made as of June 12, 2026, between KILROY REALTY CORPORATION, a Maryland corporation, having an address at 12200 West Olympic Boulevard, Suite 200, Los Angeles, California 90064 (“Guarantor”), and JPMORGAN CHASE BANK, N.A., having an office at 270 Park Avenue, New York, NY 10017, as administrative agent (the “Administrative Agent”) for the banks (the “Banks”) listed on the signature pages of the Fifth Amended and Restated Credit Agreement (as the same may be amended, modified, supplemented or restated, the “Credit Agreement”), dated as of the date hereof, among Kilroy Realty, L.P. (“Borrower”), the Banks, JPMorgan Chase Bank, N.A., in its capacity as Administrative Agent and the joint lead arrangers, joint bookrunners and other agents party thereto.

WITNESSETH:

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Execution Version

AMENDED AND RESTATED TERM LOAN AGREEMENT

dated as of June 12, 2026

among

KILROY REALTY, L.P.,

as Borrower,

JPMORGAN CHASE BANK, N.A.,
as Bank and as Administrative Agent for the Banks,

JPMORGAN CHASE BANK, N.A., BOFA SECURITIES, INC.,
WELLS FARGO SECURITIES LLC, PNC CAPITAL MARKETS LLC,
and U.S. BANK NATIONAL ASSOCIATION,
as Joint Lead Arrangers and Joint Bookrunners,

BANCO SANTANDER, S.A., NEW YORK BRANCH,
THE BANK OF NOVA SCOTIA, and ROYAL BANK OF CANADA,
as Joint Lead Arrangers

BANK OF AMERICA, N.A. and WELLS FARGO BANK, N.A.,
as Banks and Syndication Agents,

PNC BANK, NATIONAL ASSOCIATION,
U.S. BANK NATIONAL ASSOCIATION,
BANCO SANTANDER, S.A., NEW YORK BRANCH,
THE BANK OF NOVA SCOTIA, and ROYAL BANK OF CANADA,

as Banks and Co-Documentation Agents,

and

THE BANKS LISTED HEREIN

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TABLE OF CONTENTS

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Note: Certain portions of this exhibit (marked with [***]) have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K because they are both (i) not material and (ii) the type of information that the Company customarily and actually treats as private or confidential.

Mojave Water Bank Project

Northern Pipeline Facilities

Construction

CONSTRUCTION

MANAGEMENT AT-RISK

(CMAR)

Amended Agreement

Mojave Groundwater Bank
NPL – Pump Stations

CONTENTS

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Note: Certain portions of this exhibit (marked with [***]) have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K because they are both (i) not material and (ii) the type of information that the Company customarily and actually treats as private or confidential.

Mojave Water Bank Project

Northern Pipeline Facilities

Construction - Pipeline

CONSTRUCTION

MANAGEMENT AT-RISK

(CMAR)

** **

Agreement

Mojave Groundwater Bank
Northern Pipeline Project

CONTENTS

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Execution Version

Sweetwater Royalties LLC

$688,778,929

5.32% Senior Secured Notes due September 30, 2040

Note Purchase Agreement

Dated August 19, 2020

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TABLE OF CONTENTS

					Page (s)
SECTION 1.		AUTHORIZATION OF NOTES; SECURITY			1
		Section 1.1.		Description of Notes to be Issued	1

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of July 28, 2026, between Enlivex Ltd., a company organized under the laws of the State of Israel (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 Section 4(a)(2) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), and Rule 506(b) of Regulation D promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, Shares in accordance with the terms set forth in this Agreement (the “Offering”);

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of [__], 2026, between Enlivex Ltd., a company organized under the laws of the State of Israel (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of July 28, 2026, between the Company and the Purchasers named therein (the “Purchase Agreement”).

The Company and each Purchaser hereby agrees as follows:

1. Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Advice” shall have the meaning set forth in Section 6(b).

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SECOND AMENDMENT TO

EMPLOYMENT AGREEMENT

THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT, effective as of April 10, 2026 (this “Amendment”), is by and between Acadia Management Company, Inc., a Delaware corporation (the “Company”), and Brian Farley (“Executive”).

WHEREAS, the Company and Executive are party to that certain Employment Agreement, dated as of June 30, 2023, as amended by that certain First Amendment dated July 6, 2023 (the “Employment Agreement”); and

WHEREAS, the Company and Executive have agreed to make certain amendments to the Employment Agreement upon the terms and conditions hereinafter set forth.

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties, intending to be legally bound, hereby agree as follows:

1.

Position; Responsibilities. Section 2(a) of the Employment Agreement shall be deleted in its entirety and the following substituted therefore:

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Personal and Confidential

May 4, 2026

Brian Farley

Via e-mail: Brian.Farley@Acadiahealthcare.com

Re: Retention Bonus Agreement

Dear Brian:

Acadia Management Company, LLC, a Delaware limited liability company (the “Company”), is pleased to offer you the opportunity to earn a cash retention bonus (the “Bonus”) on the terms and subject to the conditions set forth in this letter agreement (this “Agreement”).

1.

Bonus Payment. The total amount of the Bonus will be $800,000 less applicable taxes, deductions and withholdings. You will earn the Bonus if you remain continuously employed by the Company from the date of this Agreement through October 31, 2027 (the “Bonus Date”). Notwithstanding the foregoing, if your employment with the Company terminates due to an Involuntary Termination (as defined below) prior to the Bonus Date, you shall be entitled to the full amount of the Bonus, provided that you execute, within the time provided by the Company to do so (and do not exercise any applicable revocation rights), a release of all claims in a form acceptable to the Company (the “Relea

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[*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.

Exhibit 10.2

SUBLEASE AGREEMENT

    THIS SUBLEASE AGREEMENT (“Sublease”) is made and entered into to be effective as of the 8thday of November 2025 (the “Effective Date”) between SALCOMP MANUFACTURING USA INC.,a Texas corporation (hereinafter called “Sublessor”), Enphase Energy, Inc.(hereinafter called “Sublessee”):

    W I T N E S S E T H:

    WHEREAS, [*], a Delaware limited liability company (hereinafter called the “Prime Lessor”), as Landlord, and [*], a Delaware limited liability company (the “Prime Sublessor”), as Tenant, have previously entered into that certain Lease Agreement dated October 23, 2020 (the “Prime Lease”) concerning the lease of certain real property located at 2400 Centennial Drive, Arlington, Texas and more particularly described in the Prime Lease (the “Project”) ;

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