Browse EX-10 agreements

Execution Version

 

NOTE PURCHASE AGREEMENT

 

This NOTE PURCHASE AGREEMENT (the “Agreement”), dated as of June 3, 2026, is by and among Aditxt, Inc., a Delaware corporation with offices located at 2569 Wyandotte Street, Suite 101, Mountain View, CA 94043 (the “ADTX Borrower”), Ignite Proteomics LLC, a Delaware limited liability company (“Ignite Borrower”, and together with the ADTX Borrower, the “Borrowers”) and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”). The Buyers and the Borrowers are sometimes referred to herein collectively as the “Parties” and individually as a “Party”.

 

RECITALS

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Execution Version

 

SECURITY AND PLEDGE AGREEMENT

SECURITY AND PLEDGE AGREEMENT, dated as of June 3, 2026, is by and among Ignite Proteomics LLC, a Delaware limited liability company with offices located at 2569 Wyandotte Street, Suite 101, Mountain View, CA 94043 (the “Company”), and each of the undersigned direct and indirect and direct Subsidiaries (as defined below) of the Company from time to time, if any (each a “Grantor” and together with the Company, collectively, the “Grantors”), in favor of [●] with offices located at [●], in its capacity as collateral agent (together with its successors and assignees, in such capacity, the “Collateral Agent”) for the Noteholders (as defined below) party to the Note Purchase Agreement (as defined below).

W I T N E S S E T H:

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Execution Copy

 

[FORM OF SENIOR SECURED PROMISSORY NOTE]

THE ISSUANCE AND SALE OF THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE BORROWERS), IN A FORM REASONABLY ACCEPTABLE TO THE BORROWERS, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO THE TERMS HEREOF.

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Execution Version

 

PLEDGE AGREEMENT

PLEDGE AGREEMENT, dated as of June 3, 2026 (this “Agreement”), made by Aditxt, Inc., a Delaware corporation (the “Pledgor”) with offices located at 2569 Wyandotte Street, Suite 101, Mountain View, CA 94043, in favor of [●], with offices located at [●], in its capacity as collateral agent (together with its successors and assignees, in such capacity, the “Collateral Agent”) for the Noteholders (as defined below) party to the Note Purchase Agreement (as defined below).

W I T N E S S E T H:

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June 8, 2026

 

Mr. Thomas Ma

Chief Executive Officer

Real Messenger Corporation

695 Town Center Drive, Suite 1200

Costa Mesa, CA 92626

 

Dear Mr. Ma:

 

This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and Real Messenger Corporation, a Cayman Islands company (the “Company”), pursuant to which the Placement Agent shall serve as the sole placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of 3,160,000 Class A ordinary shares (the “Shares”) of the Company, par value US$0.0001 per share (the “Ordinary Shares”), up to 5,714,284 warrants (the “Warrants”), with each such Warrant representing the right of the holder thereof to purchase one Ordinary Share, and up to 2,554,284 pre-funded warrants (the “Pre-funded Warrants”), with each such Pre-funded Warrant representing the right of the holder thereof to purchase one Ordinary Share (the “Offering”). The Ordinary Shares underlying the Warrants and the

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SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 8, 2026, between Real Messenger Corporation, a Cayman Islands exempted company (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 (i) an effective registration statement under the Securities Act (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

 

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

 

ARTICLE I

DEFINITIONS

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MOONLAKE IMMUNOTHERAPEUTICS

AMENDED AND RESTATED 2022 EQUITY INCENTIVE PLAN

 

Purpose

 

The purpose of this MoonLake Immunotherapeutics 2022 Amended and Restated Equity Incentive Plan (the “Plan”) is to promote and closely align the interests of employees, officers, non-employee directors and other service providers of MoonLake Immunotherapeutics and its shareholders by providing share-based compensation and other performance-based compensation. The objectives of the Plan are to attract and retain the best available employees for positions of substantial responsibility and to motivate Participants to optimize the profitability and growth of the Company through incentives that are consistent with the Company’s goals and that link the personal interests of Participants to those of the Company’s shareholders. The Plan provides for the grant of Options, Stock Appreciation Rights, Restricted Stock Units, Restricted Stock and Other Share-Based Awards and for Incentive Bonuses, which may be paid in cash, Common Shares or a combination thereof, as determined by the Com

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exhibit10-2xcoxoperation

Co-operation Agreement Relating to the takeover offer for the entire issued and to be issued share capital of Tate & Lyle plc Dated 8 June 2026 TATE & LYLE PLC and INGREDION INCORPORATED Ref: L-371397 EXHIBIT 10.2

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3222356760 i Contents Page 1 Interpretation ......................................................................................................................... 1 2 Effective Date and Terms of the Acquisition .......................................................................... 7 3 Undertakings in relation to Regulatory Conditions ................................................................ 8 4 Target Documentation ......................................................................................................... 12 5 Qualifications ....................................................................................................................... 12 6 Implementation .................................................................................................................... 13 7 Switching to an Offer ......

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exhibit10-3xshareholderi

\\1093970 4129-7280-9064 v4 Hogan Lovells DEED OF IRREVOCABLE UNDERTAKING INSTITUTIONAL SHAREHOLDER To: Ingredion Incorporated ("Ingredion") 5 Westbrook Corporate Center Westchester IL 60154 USA 8 June 2026 Dear Sirs, RECOMMENDED CASH OFFER FOR TATE & LYLE PLC ("TATE & LYLE") BY INGREDION INCORPORATED We understand that Ingredion intends to acquire the entire issued and to be issued ordinary share capital of Tate & Lyle (the "Acquisition") by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Companies Act") (including any new, increased, renewed or revised scheme of arrangement the terms of which are no less favourable to shareholders of Tate & Lyle as the terms set out in the Rule 2.7 Announcement., the "Scheme") substantially on the terms (including, for the avoidance of doubt, at a price of at least 595 pence in cash per ordinary share plus the right to receive and retain 2026 Final Dividend (as defined in the Rule 2.7 Announcement) of 13.2 pence per ordinary share and the 2027 Interim Dividend (as defined in the Rule 2.7 Anno

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exhibit10-5xbridgecredit

Execution Version 364-DAY BRIDGE LOAN AGREEMENT dated as of June 8, 2026 among INGREDION INCORPORATED, The LENDERS Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent __________________________ JPMORGAN CHASE BANK, N.A., as Sole Bookrunner and Sole Arranger EXHIBIT 10.5

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i TABLE OF CONTENTS Page ARTICLE I Definitions ................................................................................................................................ 1 SECTION 1.01. Defined Terms ................................................................................................. 1 SECTION 1.02. Classification of Loans and Borrowings ....................................................... 32 SECTION 1.03. Terms Generally ............................................................................................ 32 SECTION 1.04. Accounting Terms; GAAP ............................................................................ 33 SECTION 1.05. Interest Rates; Benchmark Notification ...................................

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exhibit10-1xrule27announ

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION FOR IMMEDIATE RELEASE THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION 8 June 2026 RECOMMENDED CASH ACQUISITION of TATE & LYLE PLC ("TATE & LYLE") by INGREDION INCORPORATED ("INGREDION") to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 Summary • The boards of Ingredion and Tate & Lyle are pleased to announce that they have reached agreement on the terms and conditions of a recommended cash offer by Ingredion for the entire issued and to be issued ordinary share capital of Tate & Lyle (the "Acquisition"). • Under the terms of the Acquisition, Tate & Lyle Shareholders will be entitled to receive in aggregate: o 595 pence in cash per Tate & Lyle Share (the "Cash Consideration"); plus o a final dividend in relation to the financial year ended 31 March 2026 of no greater than 13.2 pence per ordinary Tat

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exhibit10-4xdirectorirre

DEED OF IRREVOCABLE UNDERTAKING DIRECTOR SHAREHOLDER To: Ingredion Incorporated ("Ingredion") 5 Westbrook Corporate Center Westchester, IL 60154 USA _______________ June 2026 RECOMMENDED CASH OFFER FOR TATE & LYLE PLC ("TATE & LYLE") BY INGREDION I understand that Ingredion intends to announce a firm intention to acquire the entire issued and to be issued ordinary share capital of Tate & Lyle (the "Acquisition") by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Companies Act") (including any new, increased, renewed or revised scheme of arrangement, the terms of which are at least as favourable to Tate & Lyle shareholders as the Rule 2.7 Announcement) (the "Scheme") substantially on the terms and conditions set out or referred to in the draft press announcement attached to this deed (the "Rule 2.7 Announcement"), together with such additional terms and conditions as may be required to comply with any applicable law and regulation and the City Code on Takeovers and Mergers (the "Code") or such non-material additiona

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