Browse EX-10 agreements

Exhibit 10.17

City Therapeutics, Inc.

May 8th , 2024

Tracy Zimmermann

Dear Tracy:

City Therapeutics, Inc. (the “Company”) is pleased to offer you employment on the following terms:

1.            Position. Your initial title will be Chief Scientific Officer, and you will initially report to the Company’s President and Chief Executive Officer. This is a full-time position. While you render services to the Company, you will not engage in any other employment, consulting or other business activity (whether full-time or part-time) that would create a conflict of interest with the Company. By signing this letter agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company.

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Exhibit 10.12

All provisions are subject to addition, elimination or revision by either Party. All provisions, communications and discussions are tentative until execution of a written agreement by both Parties.

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

EXCLUSIVE LICENSE AGREEMENT AGT. NO. A2024-0103

This Exclusive License Agreement (the “Agreement”) is made this 30th day of October, 2023 (the “Effective Date”) by and between the Ohio State Innovation Foundation, with an address at 1524 North High Street, Columbus, OH 43201 (hereinafter, “OSIF”) and City Therapeutics, Inc., with an address at 188 E. Blaine St., Suite 125, Seattle, WA 98102 (hereinafter, “Licensee”); collectively, “Parties”, or singly, “Party”.

WHEREAS, OSIF, the technology transfer function for The Ohio State University (“OSU”), owns, controls or has the right to license the Patent Rights;

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LEASE AGREEMENT

THIS LEASE AGREEMENT (this “Lease”) is made this 19 day of December, 2023 (the “Effective Date”), between ARE-MA REGION NO. 58, LLC, a Delaware limited liability company (“Landlord”), and CITY THERAPEUTICS, INC., a Delaware corporation (“Tenant”).

BASIC LEASE PROVISIONS

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Exhibit 10.11

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS
BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT
TREATS AS PRIVATE OR CONFIDENTIAL.

RESEARCH COLLABORATION AND LICENSE AGREEMENT

between

CITY THERAPEUTICS, INC.

and

BAUSCH + LOMB IRELAND LIMITED

July 8, 2024

RESEARCH COLLABORATION AND LICENSE AGREEMENT

This RESEARCH COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is entered into as of July 8, 2024 (the “Effective Date”), by and between CITY THERAPEUTICS, INC., a Delaware corporation with a place of business at 399 Binney Street, Cambridge, MA 02142 (“City”), and Bausch + Lomb Ireland Limited, a corporation organized under the laws of Ireland, having offices at 3013 Lake Drive, Citywest Business Campus, Dublin 24, Ireland (“B+L”). In this Agreement, B+L and City are collectively referred to as the “Parties” and each individually as a “Party”.

RECITALS

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Exhibit 10.1

City Therapeutics, Inc.

2023 Stock Plan

Adopted on July 17, 2023

TABLE OF CONTENTS

Page

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SECTION 1.	ESTABLISHMENT AND PURPOSE	1
SECTION 2.	ADMINISTRATION	1
(a)	Committees of the Board of Directors	1
(b)	Authority of the Board of Directors	1
SECTION 3.	ELIGIBILITY	1
(a)	General Rule	1

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SECOND AMENDING AGREEMENT

This Second Amending Agreement is made as of the 24th day of August, 2026, by and among TMCR USA OPERATIONS INC. (the “Purchaser”), THE METALS ROYALTY COMPANY INC. (the “Purchaser Parent”), IRONCLAD ROYALTIES, LLC (the “Vendor”) and MESABI INVESTMENTS (USA) LLC (“MIUSA”) (each, a “Party” and, collectively, the “Parties”).

WHEREAS the Purchaser, the Purchaser Parent, the Vendor and MIUSA entered into a Royalty Purchase Agreement dated as of May 6, 2026, as amended on May 29, 2026 (the “Purchase Agreement”), and the Parties wish to further amend the Purchase Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the covenants and agreements contained herein and for other good and valuable consideration, the parties hereto agree as follows:

1.             Amendments**. **The Purchase Agreement is hereby amended as follows:

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EXECUTION VERSION

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is entered into as of the Effective Date by and among Patriot National Bancorp, Inc., a Connecticut corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

RECITALS

A. The Company and each Purchaser wish to enter into this Agreement on the terms set out below. This Agreement is binding on the Company and on each Purchaser from that Purchaser’s Effective Date. The obligations of the parties to complete the purchase and sale of the Securities are subject only to the satisfaction or waiver of the conditions set out in Section 2.2(b) and to the Outside Date in Section 2.1.

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EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (“Agreement”) is effective on September 23rd, 2026 between Beyond Air, Inc. (the “Company”), a Delaware Company, and Robert Goodman (the “Employee”), residing at 36 Yowago Ave, Branford, CT 06405.

Recital:

The parties desire to enter into this Agreement so as to provide for the employment of the Employee by the Company and for certain other matters in connection with such employment, all as set forth more fully in this Agreement.

NOW, THEREFORE, in consideration of the premises and covenants set forth herein, and intending to be legally bound hereby, the parties to this Agreement hereby agree as follows:

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REGISTRATION RIGHTS AGREEMENT

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THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 22, 2026, is made and entered into by and between Live Oak Acquisition Corp. VI, a Cayman Islands exempted company (the “Company”) and Live Oak Sponsor VI, LLC , a Delaware limited liability company (the “Sponsor”) (the Sponsor together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

RECITALS

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WHEREAS, the Company has 5,750,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued and outstanding, up to 750,000 of which will be surrendered to the Company for no consideration depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option;

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of September 22, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Live Oak Acquisition Corp. VI, a Cayman Islands exempted company (the “Company”), and Live Oak Sponsor VI, LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A Ordinary Share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share. The Purchaser has agreed to purchase an aggregate of 4,600,000 warrants (including if the over-allotment option in connection with the Public Offering is exercised in full) (the “Private Placement Warrants”), each Private Placement Warrant entitling the holder to p

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**INVESTMENT MANAGEMENT TRUST AGREEMENT **

This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 22, 2026 by and between Live Oak Acquisition Corp. VI, 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. 333-298533) (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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September 22, 2026

Live Oak Acquisition Corp. VI

4921 William Arnold Road

Memphis, TN 38117

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 Live Oak Acquisition Corp. VI, a Cayman Islands exempted company (the “Company”) and Santander US Capital Markets LLC 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 sh

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