Browse EX-10 agreements

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Exhibit 10.2

LICENSE AGREEMENT

 

This License Agreement (“Agreement”) is entered into and effective as of June 17, 2026 (the “Effective Date”), by and between Paragon Therapeutics, Inc., a corporation organized under the laws of the State of Delaware (“Paragon”), having its principal place of business at 221 Crescent Street, Building 17, Suite 102B, Waltham, MA 02453, and Apogee Therapeutics, Inc. (“Apogee”), a corporation organized under the laws of the State of Delaware, having its principal place of business at 221 Crescent Street, Building 17, Suite 102B, Waltham, MA 02453.  Paragon and Apogee are also referred to herein individually as a “Party”, or collectively as the “Parties.”

 

RECITALS

 

Whereas, Paragon has developed a proprietary platform technology for the discovery and development of antibodies against therapeutically relevant targets;

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Exhibit 10.1

ANTIBODY DISCOVERY AGREEMENT

This Antibody Discovery Agreement (“Agreement”) is entered into and effective as of June 17, 2026 (the “Effective Date”), by and between Paragon Therapeutics, Inc., a Delaware corporation (“Paragon”), and Apogee Therapeutics, Inc., a Delaware corporation (“Apogee”).  Paragon and Apogee are also referred to herein individually as a “Party”, or collectively as the “Parties.”

Recitals

Whereas, Paragon has developed a proprietary platform technology for the discovery and development of antibodies against therapeutically relevant targets;

Whereas, Paragon has been performing and may continue to perform certain antibody discovery and development activities for Apogee to discover, generate, identify and characterize monospecific antibody candidates Directed To the Licensed Target, all on the terms and subject to the conditions set forth in this Agreement; and

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WARNING: The following actions may trigger Austrian stamp duty:

 

(a)

this document is signed in Austria;

 

(b)

the original, or a certified copy, of this document or of a Substitute Document (as defined below) (all such documents being “Stamp Duty Sensitive Documents”) is brought into Austria (including by way of fax and email); and/or

 

(c)

a Substitute Document is created in Austria.

“Substitute Document” means any signed document in writing by a party to this document (including further agreements, letters, faxes or email) referencing a Stamp Duty Sensitive Document (including other Substitute Documents) or the transactions documented in such Stamp Duty Sensitive Document.

Contact the legal department / legal advisors prior to making a reference to this Amendment or the transactions documented therein (including fax or email and even if the written reference is only for personal purposes and not directed to third parties) and obtain confirmation, that no stamp duty will be incurred by such action.

CONSENT AND FOURTH AMENDMENT TO CREDIT AGREEMENT

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Exhibit 10.1

 

EYEPOINT, INC.

AMENDMENT NO. 3 TO THE 2023 Long Term INCENTIVE PLAN

 

 

WHEREAS, EyePoint, Inc. (the “Company”) maintains the EyePoint, Inc. 2023 Long-Term Incentive Plan, originally effective as of June 20, 2023, as first amended as of June 20, 2024 and as further amended as of June 18, 2025 (as amended, the “Plan”);

 

WHEREAS, pursuant to Section 9 of the Plan, the Compensation Committee (“Compensation Committee”) of the Board of Directors of the Company (the “Board”) may amend the Plan at any time; provided that, amendments to the Plan must be approved by the Company’s stockholders if and to the extent required by applicable laws or stock exchange requirements (“Stockholder Approval”);

 

WHEREAS, the Compensation Committee, in consultation with legal and financial advisors, has determined that it is advisable and in the best interests of the Company and its stockholders to increase the number of shares of the Company’s common stock, $0.001 par value per share, reserved for issuance under the Plan by 4,900,000 shares (the “Share Increase”);

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Revised Version – Execution Copy

Amended SHARE PURCHASE AGREEMENT

BY AND AMONG

GALMED PHARMACEUTICALS LTD.,

COLOSPAN LTD.,

THE SHAREHOLDERS OF COLOSPAN LTD.

and

Boaz Assaf AS THE COLOSPAN LTD. SHAREHOLDERS REPRESENTATIVE

As amended on June 22, 2026

 

 

AMENDED SHARE PURCHASE AGREEMENT

THIS AMENDED SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of June 16, 2026, amending and restating the Share Purchase Agreement dated as of June 8, 2026, which it supersedes in its entirety, is entered into by and among (i) Colospan Ltd., an Israeli company (the “Company”), (ii) Galmed Pharmaceuticals Ltd., an Israeli company (“Purchaser”), (iii) the shareholders of the Company whose names appear on the signature page of this Agreement or that otherwise become parties to this Agreement under ‎Section 2.8 and ‎Section 2.9 hereof (each a “Selling Shareholder” and together, the “Selling Shareholders”) and (iv) Boaz Assaf, in his capacity as representative of the Selling Shareholders (the “Shareholders Representative”).

 

RECITALS

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ITG, Inc.

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [•], 2026 among ITG, Inc., a Delaware corporation (the “Company”), each of the investors listed on the signature pages hereto under the caption “Sponsor Investors” (collectively, the “Sponsor Investors”), each Person listed on the signature pages under the caption “Other Investors” or who executes a Joinder as an “Other Investor” (collectively, the “Other Investors”) and each of the executives listed on the signature pages under the caption “Executives” or who executes a Joinder as an “Executive” (collectively, the “Executives”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

Section 1 Demand Registrations.

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TAX RECEIVABLE AGREEMENT

by and among

ITG, INC.,

CERTAIN OTHER PERSONS NAMED HEREIN,

and

THE AGENT

DATED AS OF

[•]

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TABLE OF CONTENTS

 

 

 

 

  

Page

 

RECITALS

  

1

ARTICLE I DEFINITIONS

  

2

Section 1.1

 

Definitions

  

 

2

 

Section 1.2

 

Other Definitional and Interpretative Provisions

  

 

12

 

ARTICLE II DETERMINATION OF CERTAIN REALIZED TAX BENEFITS

  

13

Section 2.1

 

Exchange Schedule

  

 

13

 

Section 2.2

 

Closing Date Blocker Attributes Schedule

  

 

13

 

Section 2.3

 

Corporate Attributes Schedule

  

 

13

 

Section 2.4

 

Tax Benefit Schedule

  

 

13

 

Section 2.5

 

Procedure: Amendments

  

 

15

 

ARTICLE III TAX BENEFIT PAYMENTS

  

16

Section 3.1

 

Payments

  

 

16

 

Section 3.2

 

No Duplicative Payments

  

 

17

 

Section 3.3

 

Coordination of Benefits

  

 

17

 

Section 3.4

 

Threshold Exchange

  

 

17

 

ARTICLE IV TERMINATION

  

18

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ITG PARENT, LLC

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

Dated as of [•]

THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH LIMITED LIABILITY COMPANY INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.

THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AND REPURCHASE OPTIONS SET FORTH IN THIS AGREEMENT.

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TABLE OF CONTENTS

 

ARTICLE I DEFINITIONS

  

3

ARTICLE II ORGANIZATIONAL MATTERS

  

15

Section 2.01.

 

Formation of Company

  

 

15

 

Section 2.02.

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STOCKHOLDERS AGREEMENT OF

ITG, INC.

THIS STOCKHOLDERS AGREEMENT, dated as of [•] (as it may be amended or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is entered into by and among ITG, Inc., a Delaware corporation (the “Company”), OCM Power VI AIV Holdings (Delaware), L.P., a Delaware limited partnership (“Oaktree Blocked Fund”), OCM ITG Aggregator, LLC, a Delaware limited liability company (“Oaktree Aggregator” and, together with Oaktree Blocked Fund, the “Investors”), and ITG Management Holdings, LLC, a Delaware limited liability company (“Management Holdings”).

RECITALS

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Document

Exhibit 10.3

NEUTRON HOLDINGS, INC.

2026 EMPLOYEE STOCK PURCHASE PLAN

ARTICLE 1

PURPOSE

The Plan’s purpose is to assist employees of the Company and its Designated Subsidiaries in acquiring a stock ownership interest in the Company, and to help such employees provide for their future security and to encourage them to remain in the employment of the Company and its Subsidiaries.

The Plan consists of two components: the Section 423 Component and the Non-Section 423 Component. The Section 423 Component is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code and shall be administered, interpreted and construed in a manner consistent with the requirements of Section 423 of the Code. In addition, this Plan authorizes the grant of Options under the Non-Section 423 Component, which need not qualify as Options granted pursuant to an “employee stock purchase plan” under Section 423 of the Code; such Options granted under the Non-Section 423 Component shall be granted pursuant to separate Offerings containing such sub-plans, appendices, rules or

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Document

Exhibit 10.2

NEUTRON HOLDINGS, INC.

2026 INCENTIVE AWARD PLAN

ARTICLE I.

PURPOSE

The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities.

ARTICLE II.

DEFINITIONS

As used in the Plan, the following words and phrases have the meanings specified below, unless the context clearly indicates otherwise:

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Document

Exhibit 10.4

NEUTRON HOLDINGS, INC.

NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

This Neutron Holdings, Inc. (the “Company”) Non-Employee Director Compensation Program (this “Program”) has been adopted under the Company’s 2026 Incentive Award Plan (the “Plan”) and shall be effective upon the date of the effectiveness of the registration statement on Form S-1 filed by the Company with the U.S. Securities and Exchange Commission that registers existing capital stock of the Company for resale (the “IPO”). Capitalized terms not otherwise defined herein have the meaning ascribed in the Plan.

Cash Compensation

Effective upon the IPO, annual retainers will be paid in the following amounts to Non-Employee Directors:

Board Service

Member

    $45,000

Non-Executive Chair

    $50,000

Lead Independent Director

    $30,000

Additional Service

Chair

Non-Chair

Audit Committee

    $25,000

    $12,500

Compensation Committee

    $20,000

    $10,000

Nominating and Corporate Governance Committee

    $15,000

    $7,500

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