Browse EX-10 agreements

*EXECUTION VERSION *

**LETTER OF CREDIT FACILITY AGREEMENT **

This letter of credit facility agreement (this “Facility Agreement”) is dated as of January 11, 2022, between HOLTEC INTERNATIONAL, a corporation organized under the laws of the State of Delaware (the “Applicant”), and BANK OF MONTREAL, CHICAGO BRANCH, A US BRANCH OF A CANADIAN BANK (the “Bank”, and together with the Applicant, collectively, the “Parties” and each, individually, a “Party”).

FOR VALUE RECEIVED, the Parties agree as follows:

Section****** 1 - Definitions**. Unless the context otherwise requires, capitalized terms used but not defined herein shall have the respective meanings given to such terms in Schedule A attached hereto.

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**EXECUTION VERSION **

**This document and the contents herein are confidential and shall not be revealed to any party without a need to know the contents for the purpose of negotiating and approving a potential financing from FFB and DOE. **

**LOAN GUARANTEE AGREEMENT **

**dated as of July 31, 2024 **

**between **

**Holtec Palisades, LLC, **

**as Borrower, **

**and **

**U.S. DEPARTMENT OF ENERGY, **

**as Guarantor and Loan Servicer **

**HOLTEC-PALISADES PROJECT **

**Covert Township, Michigan **

**Loan No. EIR0007 **

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**CONTENTS **

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SIXTEENTH AMENDMENT TO THE

2017 STOCK INCENTIVE PLAN

OF

APNIMED, INC.

June 24, 2025

This Sixteenth Amendment to the 2017 Stock Incentive Plan (the “Plan”) of Apnimed, Inc., a Delaware corporation (the “Company”) is made pursuant to Section 11(d) of the Plan as of the date first written above.

Recitals:

WHEREAS, the Board of Directors and stockholders of the Company have determined that it is in the best interest of the Company and its shareholders to increase the number of authorized shares available under the Plan.

NOW THEREFORE, Section 4(a) titled “Stock Available for Awards” is hereby amended as follows:

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THIRD AMENDMENT TO THE

2017 STOCK INCENTIVE PLAN

OF

APNIMED, INC.

March 31, 2020

This Third Amendment to the 2017 Stock Incentive Plan (the “Plan”) of Apnimed, Inc., a Delaware corporation (the “Company”) is made pursuant to Section 11(d) of the Plan as of the date first written above.

Recitals:

WHEREAS, the Board of Directors and stockholders of the Company have determined that it is in the best interest of the Company and its shareholders to increase the number of authorized shares available under the Plan.

NOW THEREFORE, Section 4(a) titled “Stock Available for Awards” is hereby amended as follows:

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TWENTY- THIRD AMENDMENT TO THE

2017 STOCK INCENTIVE PLAN

OF

APNIMED, INC.

June 30, 2026

This Twenty-Third Amendment to the 2017 Stock Incentive Plan (the “Plan”) of Apnimed, Inc., a Delaware corporation (the “Company”) is made pursuant to Section 11(d) of the Plan as of the date first written above.

Recitals:

WHEREAS, the Board of Directors and stockholders of the Company have determined that it is in the best interest of the Company and its stockholders to increase the number of authorized shares available under the Plan.

NOW THEREFORE, Section 4(a) titled “Stock Available for Awards” is hereby amended as follows:

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NINTH AMENDMENT TO THE

2017 STOCK INCENTIVE PLAN

OF

APNIMED, INC.

September 19, 2023

This Ninth Amendment to the 2017 Stock Incentive Plan (the “Plan”) of Apnimed, Inc., a Delaware corporation (the “Company”) is made pursuant to Section 11(d) of the Plan as of the date first written above.

Recitals:

WHEREAS, the Board of Directors and stockholders of the Company have determined that it is in the best interest of the Company and its shareholders to increase the number of authorized shares available under the Plan.

NOW THEREFORE, Section 4(a) titled “Stock Available for Awards” is hereby amended as follows:

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AMENDMENT NO. 1 TO

AMENDED AND RESTATED EXCLUSIVE PATENT LICENSE AGREEMENT

This Amendment No. 1 to Amended and Restated Exclusive Patent License Agreement (this “Amendment”) is made this 27 day of July 2023 (“Amendment Effective Date”) by and between Apnimed, Inc., a Delaware corporation, having a principal place of business at 20 Holyoke Street, Cambridge, MA 02138 (“Company”) and The Brigham and Women’s Hospital, Inc., a not-for-profit Massachusetts corporation, with a principal place of business at 75 Francis Street, Boston, Massachusetts 02115 (“Hospital”), each referred to herein individually as a “Party” and collectively as the “Parties.”

BACKGROUND

Company and Hospital are parties to an Amended and Restated Exclusive Patent License Agreement (BWH Agreement No. 2020-3640) dated December 29, 2020 (the “Agreement”). The Parties desire to amend the Agreement as set forth in this Amendment.

AGREEMENT

NOW, THEREFORE, in consideration of the promises and covenants set forth in this Amendment, the sufficiency of which is acknowledged, Company and Hospital agree as follows:

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FOURTEENTH AMENDMENT TO THE

2017 STOCK INCENTIVE PLAN

OF

APNIMED, INC.

December 30, 2024

This Fourteenth Amendment to the 2017 Stock Incentive Plan (the “Plan”) of Apnimed, Inc., a Delaware corporation (the “Company”) is made pursuant to Section 11 (d) of the Plan as of the date first written above.

Recitals:

WHEREAS, the Board of Directors and stockholders of the Company have determined that it is in the best interest of the Company and its shareholders to increase the number of authorized shares available under the Plan.

NOW THEREFORE, Section 4(a) titled “Stock Available for Awards” is hereby amended as follows:

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EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is by and between Apnimed, Inc. (the “Company”) and Dennis Molnar (the “Executive”).

WHEREAS, the Company wishes to continue to employ Executive and Executive wishes to continue be employed by the Company under the terms and conditions set forth in this Agreement.

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

1. Employment.

1.1 At-Will Employment. The Executive’s employment under this Agreement shall be “at will” and the period of Executive’s employment under this Agreement shall constitute the “Term.”This Agreement and the Term shall be subject to termination in accordance with Section 4hereof.

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MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT

BY AND AMONG

APNIMED, INC.,

SHIONOGI & CO., LTD.

AND

SHIONOGI-APNIMED SLEEP SCIENCES, LLC

Dated March 23, 2026

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CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***],

HAS BEEN OMITTED BECAUSE IT IS NOTH NOT MATERIAL AND IS THE TYPE

THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

TABLE OF CONTENTS

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TWENTY- FOURTH AMENDMENT TO THE

2017 STOCK INCENTIVE PLAN

OF

APNIMED, INC.

July 7, 2026

This Twenty-Fourth Amendment to the 2017 Stock Incentive Plan (the “Plan”) of Apnimed, Inc., a Delaware corporation (the “Company”) is made pursuant to Section 11(d) of the Plan as of the date first written above.

Recitals:

WHEREAS, the Board of Directors and stockholders of the Company have determined that it is in the best interest of the Company and its stockholders to increase the number of authorized shares available under the Plan.

NOW THEREFORE, Section 4(a) titled “Stock Available for Awards” is hereby amended as follows:

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SECURITY AGREEMENT

THIS SECURITY AGREEMENT dated as of April 2, 2026 (as amended, modified, restated or supplemented from time to time, this “Security Agreement”) is by and among the parties identified as “Grantors” on the signature pages hereto and such other parties as may become Grantors hereunder after the date hereof (individually a “Grantor”, and collectively the “Grantors”) and HCR OSA SPV, LLC, as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties (defined below).

W I T N E S S E T H

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