Browse EX-10 agreements

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Exhibit 10.2

THIRD AMENDMENT TO THE

LAZARD, INC.

2018 INCENTIVE COMPENSATION PLAN

WHEREAS, Lazard, Inc., a Delaware corporation (the “Company”), currently maintains and sponsors the Lazard, Inc. 2018 Incentive Compensation Plan, as amended (the “Plan”);

WHEREAS, Section 13(c) of the Plan provides that the Board of the Directors of the Company (“Board”) may amend the Plan from time to time, except that shareholder approval shall be required for any amendment that would increase the maximum number of shares of common stock, par value $0.01 per share, of the Company (“Shares”) for which awards may be granted under the Plan; and

WHEREAS, the Board has determined it to be in its best interests to amend the Plan as set forth herein (this “Third Amendment”).

NOW, THEREFORE:

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Exhibit 10.3

FOURTH AMENDMENT TO THE

LAZARD, INC.

2018 INCENTIVE COMPENSATION PLAN

WHEREAS, Lazard, Inc., a Delaware corporation (the “Company”), currently maintains and sponsors the Lazard, Inc. 2018 Incentive Compensation Plan, as amended (the “Plan”);

WHEREAS, Section 13(c) of the Plan provides that the Board of Directors of the Company (“Board”) may amend the Plan from time to time, except that shareholder approval shall be required for any amendment that would increase the maximum number of shares of common stock, par value $0.01 per share, of the Company (“Shares”) for which awards may be

granted under the Plan; and

WHEREAS, the Board has determined it to be in its best interests to amend the Plan as set forth herein (this “Fourth Amendment”).

NOW, THEREFORE:

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EXHIBIT 10.1

June 15, 2026

    Reference is made to the Credit Agreement, dated as of April 7, 2021 (as the same has been amended, and as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Ziff Davis, Inc. (the “Borrower”), the Lenders from time to time party thereto, and U.S. Bank National Association (as successor to MUFG Union Bank, N.A.), as administrative agent (the “Administrative Agent”) and collateral agent (the “Collateral Agent”). Each capitalized term used herein and not defined herein shall have the meaning ascribed thereto in the Credit Agreement.

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CERTAIN IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT, BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. “[***]” INDICATES THAT INFORMATION HAS BEEN REDACTED.

 

ESCROW AGREEMENT

 

This ESCROW AGREEMENT (this “Agreement”) is made as of June 11th, 2026, by and among Astral Horizon, L.P., a Delaware limited partnership (“Astral”), Avalanche Treasury Corporation, a Delaware corporation (“Pubco”), Dragonfly Digital Management, LLC, a Delaware limited liability company (the “Seller”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).

 

WITNESSETH:

 

WHEREAS, on the date hereof and simultaneously with the execution of this Agreement, Astral receives 2,000,000 shares of class A common stock, par value $0.01 per share, of Pubco in uncertificated book-entry form (the “Astral Earnout Shares”) which are deposited in the Escrow Account (as defined below).

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AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

 

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 11, 2026, is made and entered into by and among Avalanche Treasury Corporation, a Delaware corporation (“Pubco”), Mountain Lake Acquisition Corp., a Cayman Islands exempted company (“SPAC”), each of the undersigned holders listed on the signature pages hereto under the heading “Specified Holders” (such persons, the “Specified Holders”) and each of the undersigned holders listed on the signature pages hereto under the heading “Other Holders” (and together with the Specified Holders, their Permitted Transferees holding Registrable Securities, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, each a “Holder” and collectively the “Holders”). Capitalized terms used and not otherwise defined herein shall have the same meanings set forth in the Business Combination Agreement (as defined below).

 

RECITALS

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CERTAIN IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT, BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. “[***]” INDICATES THAT INFORMATION HAS BEEN REDACTED.

 

ESCROW AGREEMENT

 

This ESCROW AGREEMENT (this “Agreement”) is made as of June 11th, 2026, by and among Paul Grinberg and Douglas Horlick, as representatives of the Sponsor Transferees (as defined below) (collectively, the “Representatives”, and each individually, a “Representative”), Avalanche Treasury Corporation, a Delaware corporation (“Pubco”), Dragonfly Digital Management, LLC, a Delaware limited liability company (the “Seller”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).

 

WITNESSETH:

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Exhibit 10.1

 

AVALANCHE TREASURY CORPORATION 2026 OMNIBUS INCENTIVE PLAN

 

Section 1.      Purpose of Plan.

 

The name of the Plan is the Avalanche Treasury Corporation 2026 Omnibus Incentive Plan. The purposes of the Plan are to provide an additional incentive to selected officers, employees, non-employee directors, independent contractors, and consultants of the Company or its Affiliates whose contributions are essential to the growth and success of the business of the Company and its Affiliates, in order to strengthen the commitment of such persons to the Company and its Affiliates, motivate such persons to faithfully and diligently perform their responsibilities, and attract and retain competent and dedicated persons whose efforts will result in the long-term growth and profitability of the Company and its Affiliates. To accomplish such purposes, the Plan provides that the Company may grant Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Stock Bonuses, Other Stock-Based Awards, Cash Awards, Coin Awards or any combination o

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Exhibit 10.2

TWILIO INC.

AMENDED AND RESTATED 2016 EMPLOYEE STOCK PURCHASE PLAN

(as approved by the Board as of April 15, 2026, and effective as of approval by the Company’s stockholders at the 2026 Annual Meeting of Stockholders)

The purpose of the Twilio Inc. Amended and Restated 2016 Employee Stock Purchase Plan (the “Plan”) is to provide eligible employees of Twilio Inc. (the “Company”) and each Designated Company (as defined in Section 11) with opportunities to purchase shares of the Company’s Class A common stock, par value $0.001 per share (the “Common Stock”). 4,000,000 shares of Common Stock in the aggregate have been approved and reserved for this purpose.

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Exhibit 10.1

TWILIO INC.

AMENDED AND RESTATED 2016 STOCK OPTION AND INCENTIVE PLAN

(as approved by the Board as of April 15, 2026, and effective as of approval by the Company’s stockholders at the 2026 Annual Meeting of Stockholders)

SECTION 1.GENERAL PURPOSE OF THE PLAN; DEFINITIONS

The name of the plan is the Twilio Inc. Amended and Restated 2016 Stock Option and Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Twilio Inc. (the “Company”) and its Subsidiaries upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its businesses to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer identification of their interests with those of the Company and its stockholders, thereby incentivizing their future efforts on the Company’s behalf and strengthening their desire to remain with the Company.

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SEASTAR MEDICAL HOLDING CORPORATION

2022 OMNIBUS INCENTIVE PLAN

(AS AMENDED AND RESTATED EFFECTIVE JUNE 17, 2026)

 

 

I

PURPOSE OF THE PLAN 

 

The Plan is intended to promote the interests of the Company by providing eligible persons in the Company’s service with the opportunity to acquire a proprietary interest, or otherwise increase their proprietary interest, in the Company, or receive monetary payments based on the value of the Company’s common stock, in each case as an incentive for them to continue in such service and to align their interests with the interests of the Company’s stockholders.

 

Capitalized terms shall have the meanings assigned to such terms in the attached Appendix.

 

 

II

TYPES OF AWARDS 

 

Awards may be made under the Plan in the form of (i) options, (ii) stock appreciation rights, (iii) stock awards, (iv) restricted stock units, (v) dividend equivalent rights and (vi) other awards.

 

 

III

ADMINISTRATION OF THE PLAN

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Exhibit 10.2

 

MADRIGAL PHARMACEUTICALS, INC. 2026 EMPLOYEE STOCK PURCHASE PLAN

 

The purpose of the Madrigal Pharmaceuticals, Inc. 2026 Employee Stock Purchase Plan (the “Plan”) is to provide eligible employees of Madrigal Pharmaceuticals, Inc. (the “Company”) and each Designated Company (as defined in Section 11) with opportunities to purchase shares of Stock (as defined in Section 11). An aggregate of 460,840 shares of Stock have been approved and reserved for this purpose.

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Exhibit 10.3

 

MADRIGAL PHARMACEUTICALS, INC.

 

NONQUALIFIED DEFERRED COMPENSATION PROGRAM

Effective August 1, 2026

 

ARTICLE 1

DESIGNATION OF PLAN AND DEFINITIONS

 

Section 1.1. Title and Purpose.

 

This Plan shall be known as the “Madrigal Pharmaceuticals, Inc. Nonqualified Deferred Compensation Program.” The purpose of this Plan is to provide specified benefits to a select group of management or highly compensated employees, or non-employee members of the Board of Directors, who contribute materially to the continued growth, development and future business success of Madrigal Pharmaceuticals, Inc. (“Madrigal”) and its Subsidiaries, if any, that sponsor this Plan. This Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA.

 

The Plan is intended to comply with all applicable laws, including Code Section 409A and will be administered, operated and construed in accordance with this intention.

 

Section 1.2. Definitions.

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