Browse EX-10 agreements

EXECUTION VERSION

VOTING AND SUPPORT AGREEMENT

This Voting and Support Agreement (this “Agreement”) is made and entered into as of July 23, 2026 (the “Agreement Date”), by and among MAPFRE U.S.A. CORP., a Massachusetts corporation (“Parent”), Safety Insurance Group, Inc., a Delaware corporation (the “Company”), and the undersigned stockholder of the Company (the “Stockholder”). Each of Parent, the Company and the Stockholder are sometimes referred to herein as a “Party.” Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

RECITALS

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PARENT VOTING AND Support DEED

THIS PARENT VOTING AND SUPPORT DEED (this “Deed”) is made and entered into as of 23 July 2026, by and among Scancell Holdings plc, a public limited company incorporated under the laws of England and Wales (“Parent”), Scancell Merger Sub, Inc., a Delaware corporation and an indirect wholly owned Subsidiary of Parent (“Merger Sub”), Neuphoria Therapeutics Inc., a Delaware corporation (the “Company”) and the shareholder(s) of Parent listed on Schedule A hereto (“Securityholder”). Capitalized terms used but not defined herein are used as they are defined in the Merger Agreement (as defined below).

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Agreed Form

FORM OF CONTINGENT VALUE RIGHTS AGREEMENT

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**This Contingent Value Rights Agreement **(this “Agreement”), dated as of [●] (the “Effective Date”), is entered into by and between Scancell Holdings plc, a public limited company incorporated in England and Wales under company number 06564638 with its registered office at Bellhouse Building, Sanders Road, Oxford Science Park, Oxford OX4 4GD, United Kingdom (“Parent”), and [●], a [●], as Rights Agent (as defined herein).

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RECITALS

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Execution version

SUBSCRIPTION AGREEMENT

July 23, 2026

Scancell Holdings plc

Bellhouse Building

Sanders Road

Oxford Science Park

Oxford OX 4 4GD

Ladies and Gentlemen:

In connection with the proposed merger (the “Transaction”) among Scancell Holdings plc, a public limited company incorporated under the laws of England and Wales (the “Company”), Scancell Merger Sub, Inc., a Delaware corporation and an indirect wholly owned Subsidiary of the Company (“Merger Sub”), and Neuphoria Therapeutics Inc., a Delaware corporation (“Neuphoria”, and together with the Company and Merger Sub, the “Parties” and each a “Party”), in connection with that certain Agreement and Plan of Merger by and among Neuphoria, the Company and Merger Sub, dated as of July 23, 2026 (as it may be amended, restated and/or supplemented from time to time in accordance with its terms, the “Transaction Agreement”), the Company is seeking commitments to purchase (i) the Company’s ordinary shares of £0.001 in the capital of the Company (the “Ordinary Shares”) (ii)

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COMPANY VOTING AND Support AGREEMENT

THIS COMPANY VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of July 23, 2026, by and among Scancell Holdings plc, a public limited company incorporated under the laws of England and Wales (“Parent”), Scancell Merger Sub, Inc., a Delaware corporation and an indirect wholly owned Subsidiary of Parent (“Merger Sub”), and the stockholder(s) of Neuphoria Therapeutics Inc., a Delaware corporation (the “Company”) listed on Schedule A hereto (“Securityholder”). Capitalized terms used but not defined herein are used as they are defined in the Merger Agreement (as defined below).

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Lock-Up Agreement

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[●], 2026

Ladies and Gentlemen:

The undersigned (the “Stockholder”) understands that: Scancell Holdings plc, a public limited company incorporated under the laws of England and Wales (“Parent”), has entered into an Agreement and Plan of Merger, dated as of July 23, 2026 (the “Merger Agreement”), with Neuphoria Therapeutics Inc., a Delaware corporation (the “Company”), and Scancell Merger Sub, Inc., a Delaware corporation and indirect wholly owned Subsidiary of Parent (“Merger Sub”), pursuant to which at the effective time (the “Effective Time”), (i) Merger Sub will be merged with and into the Company (the “Merger”) and the separate corporate existence of Merger Sub shall cease and the Company will continue as the surviving corporation; and (ii) in connection with the Merger, the stockholders of the Company will receive American Depositary Shares of Parent, each representing 10 Parent Ordinary Shares (“Parent ADSs”). Annex A sets forth definitions for certain capitalized terms used

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NEUPHORIA THERAPEUTICS INC.

100 Summit Drive

Burlington, Massachusetts 01803

July 20, 2026

Armistice Capital Master Fund Ltd.

510 Madison Avenue, 7th Floor

New York, New York 10022

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Re: Common Stock Purchase Warrant of Neuphoria Therapeutics Inc.

Ladies and Gentlemen:

Reference is made to (a) that certain Common Stock Purchase Warrant (the “Warrant”) issued on December 24, 2024 by Neuphoria Therapeutics Inc. (the “Company” or “Neuphoria”) to Armistice Capital Master Fund Ltd. (“Armistice” or the “Holder”) and (b) the proposed Agreement and Plan of Merger (the “Merger Agreement”), expected to be dated on or about July 20, 2026, among Scancell Holdings plc (“Parent”), Scancell Merger Sub, Inc. (“Merger Sub”) and Neuphoria, pursuant to which Merger Sub will merge with and into the Company and the Company will become an indirect subsidiary of Parent (the “Merger”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Warrant or the Merger Agreement, as applicable.

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Execution version

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INDIVIDUAL SUBSCRIPTION AGREEMENT

July 23, 2026

Scancell Holdings plc

Bellhouse Building

Sanders Road

Oxford Science Park

Oxford OX 4 4GD

Ladies and Gentlemen:

In connection with the proposed merger (the “Transaction”) among Scancell Holdings plc, a public limited company incorporated under the laws of England and Wales (the “Company”), Scancell Merger Sub, Inc., a Delaware corporation and an indirect wholly owned Subsidiary of the Company (“Merger Sub”), and Neuphoria Therapeutics Inc., a Delaware corporation (“Neuphoria”, and together with the Company and Merger Sub, the “Parties” and each a “Party”), in connection with that certain Agreement and Plan of Merger by and among Neuphoria, the Company and Merger Sub, dated as of July 23, 2026 (as it may be amended, restated and/or supplemented from time to time in accordance with its terms, the “Transaction Agreement”), the Company is seeking commitments to purchase (i) the Company’s ordinary shares of £0.001 in the capital of the Company (the “***Ordina

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NOVAGOLD CORPORATION

AND

PAULSON ADVISERS LLC

CONTRIBUTION AGREEMENT

July 21, 2026

Table of Contents

Page

SECTION 1. DEFINITIONS	4

1.1	Definitions	4

SECTION 2. WAIVER AND CONTRIBUTION	7

2.1	Waiver	7
2.2	Contribution	7

SECTION 3. TAX MATTERS	7

3.1	Tax Matters	7

SECTION 4. CLOSING	8

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NOVAGOLD CORPORATION

AND

PAULSON Advisers LLC

INVESTOR RIGHTS AGREEMENT

July 21, 2026

TABLE OF CONTENTS

SECTION 1. GENERAL		2
1.1	Definitions	2
1.2	Exhibits	7
1.3	Headings	7

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Execution Version

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of July 22, 2026 (the “Agreement Date”), by and between CID Holdco, Inc., a Delaware corporation (the “Company”), Alumni Capital LP, a Delaware limited partnership (the “Lead Investor”), and each purchaser identified on the Annex A hereto (each, including its successors and assigns, together with the Lead Investor, an “Investor” and collectively, the “Investors”).

RECITALS

WHEREAS, the Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D; and

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AMENDED AND RESTATED LOCK-UP AGREEMENT

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THIS AMENDED AND RESTATED LOCK-UP AGREEMENT (this “Agreement”), dated as of June 3, 2026, is made and entered into by and among USA Rare Earth, Inc., a Delaware corporation (the “Company”), Michael Blitzer, and Barbara Humpton (and together with any person who hereafter becomes a party to this Agreement pursuant to Section 2 or Section 7 of this Agreement, the “Securityholders” and each, a “Securityholder”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Letter of Intent.

WHEREAS, the Company is party to that certain Letter of Intent, dated as of January 25, 2026 (the “Letter of Intent”) by and among the Company and the CHIPS Program Office of the U.S. Department of Commerce (“CPO”), pursuant to which the Company and CPO outlined the terms of the CHIPS direct funding awards and CHIPS loans for the projects described in the Applications (the “Transactions”);

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