Browse EX-10 agreements

Execution Version

TENDER AND SUPPORT AGREEMENT

This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of June [•], 2026, is entered into by and among GlaxoSmithKline LLC, a Delaware limited liability company (“Parent”), Harmony Row Acquisition Co., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and one or more stockholders of Nuvalent, Inc., a Delaware corporation (the “Company”), set forth on Schedule A hereto (each, a “Stockholder” and, if applicable, collectively, the “Stockholders”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

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22nd Century Group, Inc.

321 Farmington Road

Mocksville, North Carolina 27028

(336) 940-3769

 

Dated as of June [  ], 2026

 

To Holders of Common Stock Purchase Warrants

 

Re: Inducement Offer to Exercise Common Stock Purchase Warrants

 

Dear Holder:

 

22nd Century Group, Inc. (the “Company”) is pleased pursuant to this letter agreement (this “Agreement”) to offer to you the opportunity to exercise all or part of the warrants of the Company beneficially owned by you: (i) on August 27, 2025 and (ii) on March 23, 2026 (collectively, the “Existing Warrants”) as set forth on the signature page hereto (the “Holder”), exercisable for the number shares of the Company’s common stock, par value $0.00001 per share, as set forth in such Existing Warrants (the “Existing Warrant Shares”). The Existing Warrant Shares were registered on a registration statement on Form S-3 (File Nos. 333-270473 and 333-294792). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Existing Warrants.

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Cocrystal Pharma, Inc.

 

James Sapirstein

4162 NW Briarcliff Circle

Boca Raton, Florida 33496

 

Dear James:

 

On behalf of Cocrystal Pharma, Inc. (the “Company”), we take great pleasure in confirming our employment offer, as Chief Executive Officer, with an anticipated start date of June 3, 2026. This position reports to the Board of Directors. We believe that you will be an excellent addition to the Company. Accordingly, the Company desires to retain you as an employee on the terms and conditions set forth in this letter.

 

Salary. You will be paid a biweekly rate of $10,192.31 (this amount is equivalent to $265,000 annually), subject to all regular applicable taxes, payable in accordance with the Company’s prevailing payroll practices. Your base salary will be reviewed periodically and at least at the conclusion of each Calendar year and may be increased based on your individual performance or increases in competitive market conditions pursuant to the Company’s executive compensation policies.

 

Stock Option Inducement Grant.

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合资协议

 

JOINT VENTURE AGREEMENT

 

本《合资协议》（以下简称“本协议”）于2026年4月23日由以下各方签署：

 

This Joint Venture Agreement (hereinafter referred to as “this Agreement”)is entered into as of 13 April 2026,by and among the following parties:

 

甲方：国富氢能（香港）发展有限公司（以下简称“国富氢能”），一家根据中国香港特别行 政区法律有效设立并合法存续的股份有限公司，注册地址为Room 291029th Floor,Bank of America Tower,No.12 Harcourt Road,Hong Kong;

 

Party A:Guofu Hydrogen Energy(Hong Kong)Development Co., Limited (hereinafter referred to as “Guofuhee”）,a limited company duly incorporated and validly existing under the Hong Kong Special Administrative Region of the People’s Republic of China.,with its registered address at Room 291029th Floor,Bank of America Tower, No.12 Harcourt Road,Hong Kong;

 

乙方：U Robur Limited（以下简称“Urobur”）, 一家根据香港法律有效设立并合法存续的公 司，注册地址为 Unit 1002,10/F.,Perfect Commercial Building,20 Austin Avenue,Tsim Sha Tsui,Kowloon;

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Agreement on Comprehensive Energy Solutions

 

This Agreement on Comprehensive Energy Solutions (this “Agreement”) is entered into as of May 26, 2026, by and between:

Party A:

 

 

Name:

CEWA Group

 

 

 

 

Address:

33/88 17th Floor, Wall Street Tower Building, Surawong Road, Suriyawong, Bangkok, Thailand

Party B:

 

 

Name:

Hydro Data Limited

 

 

 

 

Address:

199, S OASIS Building, 8th Floor, Room 801, Vibhavadi Rangsit Road, Chom Phon Sub-district, Chatuchak District, Bangkok, Thailand

Party C:

 

 

Name:

Jiangsu Guofu Hydrogen Energy Equipment Co., Ltd.

 

 

 

 

Address:

No. 236 Guotai North Road, Yangshe Town, Zhangjiagang City, Jiangsu Province

 

(hereinafter individually referred to as a “Party” and collectively as the “Parties”)

 

RECITALS

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SHAREHOLDER AGREEMENT

AGREEMENT OF THE FOUNDING SHAREHOLDERS entered by Brand Engagement Network, Inc. (“BEN”) and INTERVENT INTERNATIONAL, LLC (“INTERVENT”), as the Founding Shareholders of INTERVENT Health AI, Inc., (“Health AI”), executed on June 8, 2026.

 

WHEREAS,

 

A.

BEN and INTERVENT are the Founding Shareholders of Health AI, and represent the 100% of the stock currently issued to date by Health AI and together have full control of the shares issued and available.

 

 

B.

Both parties want to collaborate for the success of Health AI, and the joint venture between them that Health AI represents,

 

 

C.

Health AI was created for the creation, deployment and commercialization of a suite of “Stand-Alone AI Health Coach” product offerings,

 

 

D.

And for that purpose, both parties will provide access to Health AI to resources, both technical and information, as well as mutual and reciprocal cooperation,

 

THEREFORE, the parties, AGREE as follows:

 

1.

Stock Issuance.

 

1.1.

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THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

This THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 8, 2026 (this “Amendment”) is made by and among NOVANTA CORPORATION, a Michigan corporation (the “Lead Borrower”), NOVANTA UK INVESTMENTS HOLDING LIMITED, a private limited company incorporated in England and Wales (the “U.K. Borrower”), Novanta Europe GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) formed and existing under the laws of Germany (the “German Borrower”), NOVANTA INC., a company continued and existing under the laws of the Province of New Brunswick, Canada (“Holdings” and, jointly and severally with the Lead Borrower, the U.K. Borrower and the German Borrower, collectively, the “Borrowers”, and each individually a “Borrower”), each of the Subsidiaries of Holdings listed under the caption “GUARANTORS” on the signature pages hereto (each a “Guarantor” and collectively the “Guarantors”), each Lender party hereto (the “Consenting Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent (in such

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INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 4, 2026 by and between FutureCorp Space Acquisition 1, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

 

WHEREAS, the Company’s registration statement on Form S-1, (File No. 333-296040) (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;

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June 4, 2026

 

FutureCorp Space Acquisition 1

 

8605 Santa Monica Blvd., #54207

Los Angeles, CA 90069

 

Re: Initial Public Offering

 

Ladies and Gentlemen:

 

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among FutureCorp Space Acquisition 1, a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co., as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, s

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