Browse EX-10 agreements

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

UNSECURED PROMISSORY NOTE

Principal Amount: $191,475.00	Date: May 8, 2026

FOR VALUE RECEIVED, Future Vision II Acquisition Corp., a Cayman Islands exempted company (the “Maker”), hereby promises to pay to the order of HWei Super Speed Co. Ltd., a British Virgin Islands business company, or its registered assigns or successors in interest (the “Payee”), the principal sum of One Hundred Ninety-One Thousand Four Hundred Seventy-Five Dollars ($191,475.00) in lawful money of the United States of America, on the terms and conditions described below.

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STATEMENT OF WORK

This SOW No. 3 (“SOW”) is issued under the Services Agreement, dated as of November 1, 2025 (the “Agreement”) between Rent the Runway, Inc. (“RTR”) and Teri Bariquit (“Consultant”).  This SOW is effective as of the date that SOW No. 2 (“SOW No. 2”) issued under the Agreement terminates in accordance with its terms (the “Effective Date”) and shall supersede and replace SOW No. 2 as of the Effective Date; provided, however, that Consultant shall remain eligible to receive the Annual Bonus (as defined in SOW No. 2) in accordance with SOW No. 2 and the applicable annual incentive program.  This SOW includes the terms and conditions of the Agreement, which are incorporated by this reference.  In the event of any conflict in terms between the Agreement and this SOW, the Agreement shall prevail unless otherwise expressly stated in this SOW.  Terms used in this SOW and not defined shall have the meaning set forth in the Agreement.

RTR Contact:	Dhiren Fonseca
Fee:	$10,000/month, pro-rated for any partial months
Invoicing:	Consultant will invoice RTR monthly (by sending invoices to RTR Contact) and payment is due net 30 from receipt by RTR.
Start Date:	The Effective Date
Work Location(s):	Remote

Services & Scope of Work:

	●	Participate in weekly meetings to review and discuss the Company’s business strategies and plans.

	●	Advise on the Company’s inventory and merchandising work streams.

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STATEMENT OF WORK

This SOW No. 2 (“SOW”) is issued under the Services Agreement, dated as of November 1, 2025 (the “Agreement”) between Rent the Runway, Inc. (“RTR”) and Teri Bariquit (“Consultant”).  This SOW is effective as of May 15, 2026 (the “Effective Date”) and shall supersede and replace SOW No. 1 issued under this Agreement as of the Effective Date.  This SOW shall automatically terminate on the date that Consultant ceases providing services to RTR as its interim Chief Executive Officer and President (such date, the “Termination Date” and the period beginning on the Effective Date and ending on the Termination Date, the “Term”). This SOW includes the terms and conditions of the Agreement, which are incorporated by this reference.  In the event of any conflict in terms between the Agreement and this SOW, the Agreement shall prevail unless otherwise expressly stated in this SOW.  Terms used in this SOW and not defined shall have the meaning set forth in the Agreement.

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May 12, 2026

Jennifer Y. Hyman

Benjamin Stauffer

JYH 2021 Children’s Trust dtd 10/12/21 Justin Finnegan TTEE

BS 2021 Family Trust dtd 10/12/21 Justin Finnegan TTEE

JYH 2012 Article 2nd Trust dtd 1/23/20 Linda Hyman & Justine Finnegan TTEES

Linda S Hyman & Dov I Hyman JTWROS

Dear Ladies and Gentlemen:

Reference is made to certain Separation, Consulting and Release Agreement, dated May 12, 2026, by and between Jennifer Y. Hyman and Rent the Runway, Inc., a Delaware corporation (the “Company”, and such agreement, the “Separation Agreement”).  This letter agreement (this “Agreement”) confirms the mutual understanding and agreement between Ms. Hyman and Founder (each, a “ Party,” and collectively, the “Parties”), and the Company with respect to the termination of its rights pursuant to that certain Investor Rights Agreement, dated as of August 20, 2025 (the “Investor Rights Agreement”), between the Company and the parties listed as Investors on Exhibit A thereto.  Capitalized terms used but not defined herein shall have the meanings given to them in the Investor Rights Agreement.

In consideration of the promises and mutual covenants herein and for other good and valuable consideration, including the consideration set forth in the Separation Agreement, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties agree as follows:

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SEPARATION, ADVISOR AND RELEASE AGREEMENT

May 12, 2026

Ms. Jennifer Hyman At the address on file with the Company

Dear Jenn:

This Separation, Advisor and Release Agreement (the “Agreement”) confirms the agreement between you, Rent the Runway, Inc. (together with its subsidiaries and affiliates, the “Company”) and, solely for purposes of Section 6(d) and Section 9 of this Agreement, the Investor Group (as defined below) describing the terms and conditions of your separation from, and advisor services to, the Company and the transition of your duties and responsibilities on behalf of the Company following your resignation from the Company without Good Reason, as defined in that certain employment agreement entered into by and between you and the Company, as most recently amended on August 20, 2025 (the “Employment Agreement”).

	1.	Separation and Transition Services.

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AMENDED & RESTATED EMPLOYMENT AGREEMENT

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of May 12, 2026 (the “Effective Date”), by and between Protalix Ltd., a company organized under the laws of the State of Israel (the “Company”) and Yaron Naos, a resident of the State of Israel (the “Executive”) (each of the Company and Executive shall be referred to herein, as a “Party” and collectively, the “Parties”).

WHEREAS, the Executive, who was promoted to Sr. Vice President & Chief Executive Officer, is currently an employee of the Company and of its parent company, Protalix BioTherapeutics, Inc. (the “Parent Company”), and was a party to that certain Employment Agreement between the Company and the Executive, effective as of September 8, 2004 which agreement is superseded in its entirety by this Agreement; and

WHEREAS, the Company and the Executive desire to restate the terms and conditions of the Executive’s employment by the Company as hereinafter set forth.

NOW, THEREFORE, based on the representations contained herein and in consideration of the mutual premises and covenants set forth herein, the Company and the Executive hereby agree that the terms and conditions of the Executive’s employment are hereby amended and restated in their entirety to read as follows:

1.	Employment**.**

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Execution Version

Milestone Pharmaceuticals Inc.

Common Shares

(without par value)

Controlled Equity OfferingSM

Sales Agreement

May 13, 2026

Cantor Fitzgerald & Co. 499 Park Avenue New York, NY 10022

Ladies and Gentlemen:

Milestone Pharmaceuticals Inc., a corporation continued under the laws of the Province of Québec, Canada (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:

1.

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell to or through the Agent, as sales agent or principal, common shares of the Company, without par value per share ( “Common Shares”) which shall be referred to herein as the “Placement Shares”; provided, however, that in no event shall the Company issue or sell through the Agent such number or dollar amount of Placement Shares that would (a) exceed the number or dollar amount of Common Shares registered on the effective Registration Statement (defined below) pursuant to which the offering is being made, (b) exceed the number of authorized but unissued Common Shares (less Common Shares issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock), (c) exceed the number or dollar amount of Common Shares permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if

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EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of January 19, 2026, (the “Effective Date”) by and between Milestone Pharmaceuticals USA, Inc. (the “Company”), and David Sandoval (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”).

R E C I T A L S

WHEREAS the Company desires to employ Executive as its General Counsel and Chief Compliance Officer, and to enter into an agreement embodying the terms of such employment; and

WHEREAS Executive desires to accept such employment and enter into such an agreement.

A G R E E M E N T

NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the Parties agree as follows:

	1.	Duties and Scope of Employment.

(a)Positions and Duties. As of the Effective Date, Executive will serve as General Counsel and Chief Compliance Officer of the Company reporting directly to the Chief Executive Officer (the “CEO”). Executive will render such business and professional services in the performance of Executive’s duties, consistent with Executive's position within the Company, as shall reasonably be assigned to Executive by the Company’s CEO. The period of Executive’s at-will employment under the terms of this Agreement is referred to herein as the “Employment Term.”

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MILESTONE PHARMACEUTICALS INC.

AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

Each member of the Board of Directors (the “Board”) of Milestone Pharmaceuticals Inc. (the “Company”) who is not also serving as an employee of the Company or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Non-Employee Director Compensation Policy (this “Policy”). An Eligible Director may decline all or any portion of his or her compensation by giving notice to the Company prior to the date cash is to be paid or equity awards are to be granted, as the case may be. This Policy may be amended at any time in the sole discretion of the Board or the Compensation Committee of the Board.

Annual Cash Compensation

The annual cash compensation amount set forth below is payable to Eligible Directors in equal quarterly installments, payable in arrears on the last day of each fiscal quarter in which the service occurred. If an Eligible Director joins the Board or a committee of the Board at a time other than effective as of the first day of a fiscal quarter, each annual retainer set forth below will be pro-rated based on days served in the applicable fiscal year, with the pro-rated amount paid for the first fiscal quarter in which the Eligible Director provides the service, and regular full quarterly payments to be paid thereafter. All annual cash fees are vested upon payment.

	1.	Annual Board Service Retainer:

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US_ACTIVE\127388755\V-1 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is dated July 22, 2024 and effective as of July 9, 2024 (the “Effective Date”), by and between IMMUNIC, INC., a Delaware corporation (the “Company”), and Jason Tardio (the “Employee”). WHEREAS, the Company has appointed the Employee to be an officer of the Company effective as of July 9, 2024; WHEREAS, the Employee will begin to serve pursuant to the terms of this Agreement on July 12, 2024; WHEREAS, the Company desires that the Employee joins the Company to serve in the capacity of Chief Operating Officer and President of the Company, and the Employee has agreed to serve in such position in accordance with the terms and conditions of this Agreement; NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, and for other valuable consideration, the Company and the Employee hereby agree as follows: 1. Certain Definitions. The following terms, as used herein, have the following meanings: (a) “Cause” means one or more of the following: (i) the Employee’s willful failure to perform his duties hereunder or the lawful directives of the Company’s Board of Directors or nominees thereof (other than as a result of illness or injury), (ii) the conviction of, or plea of nolo contendere by, the Employee to, a felony or a crime involving moral turpitude, (iii) the Employee’s commission of any willful acts of personal dishonesty in connection with his responsibilities as an employee of the Company that could reasonably be expected to materially impair or damage the

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CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

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FIRST AMENDMENT

TO

REVENUE PARTICIPATION RIGHT PURCHASE AND SALE AGREEMENT

​

This First Amendment to the Revenue Participation Right Purchase and Sale Agreement (defined below) (this “First Amendment”), dated as of March 26, 2026 (the “First Amendment Effective Date”), is entered into by and among ZENAS BIOPHARMA, INC., a Delaware corporation (as “Seller”), and Royalty Pharma Investments 2019 ICAV, an Irish collective asset management vehicle (as “Buyer”).

RECITALS

WHEREAS, Buyer and Seller entered into that certain Revenue Participation Right Purchase and Sale Agreement, dated as of September 2, 2025 (as further amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Agreement”); and

WHEREAS, in accordance with Section 11.4 of the Agreement, the Buyer and Seller desire to amend the Agreement on the terms and conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and intending to be legally bound by this First Amendment, each of the undersigned hereby agrees and declares as follows:

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E****xhibit 10.3

CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

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LOAN AGREEMENT

Dated as of March 14, 2026

among

ZENAS BIOPHARMA, INC.

(as Borrower and a Credit Party),

THE GUARANTORS SIGNATORY HERETO OR OTHERWISE PARTY HERETO FROM TIME TO TIME

(as additional Credit Parties),

BIOPHARMA CREDIT PLC

(as Collateral Agent),

BPCR LIMITED PARTNERSHIP

(as a Lender)

and

BIOPHARMA CREDIT INVESTMENTS V (MASTER) LP

(as a Lender)

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Table of Contents

​	​		Page
​	​		​
1	ACCOUNTING AND OTHER TERMS		1
​	1.1	Accounting.	1
​	1.2	Defined Terms.	1
​	1.3	Currency.	1
​	1.4	SOFR.	1
​	​	​	​
2	LOANS AND TERMS OF PAYMENT		2
​	2.1	Promise to Pay.	2
​	2.2	Term Loans.	2
​	2.3	Payment of Interest on Credit Extensions.	8
​	2.4	Expenses.	10
​	2.5	Requirements of Law; Increased Costs.	11
​	2.6	Taxes; Withholding, Etc.	11
​	2.7	Additional Consideration; Exit Consideration	14
​	2.8	Evidence of Debt; Note Register; Term Loan Notes.	15
​	​	​	​
3	CONDITIONS TO TERM LOANS		16
​	3.1	Conditions Precedent to Tranche A Loan.	16

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