Browse EX-10 agreements

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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Exhibit 10.1

Stifel Financial Corp. 2001 Incentive Stock Plan (2018 Restatement)

 

Background and Purpose

Stifel Financial Corp. (the “Corporation”) adopted the Stifel Financial Corp. 2001 Incentive Stock Plan (the “ISP”) at its annual stockholder meeting in 2001 and has amended it from time to time, with the consent of the Corporation’s stockholders, most recently in 2016. The Corporation adopted (the “EIP”) at its annual shareholder meeting in 2000, and has amended it from time to time, with the consent of the Corporation’s stockholders, most recently in 2016. The Corporation now wishes to have a single equity incentive plan for key employees, directors, officers and consultants and has amended and restated the ISP into this 2001 Incentive Stock Plan (2018 Restatement) (as it may be further amended from time to time, the “Plan”). The purpose of the Plan is to encourage key employees, directors, officers and consultants of the Corporation as may be designated in the manner set forth in this Plan, to be granted benefits of the kind set forth in thi

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AGREEMENT

TO

CONVERT DEBT TO EQUITY

This Agreement to Convert Debt to Equity (the “Conversion Agreement”) is entered into as of June 5, 2026, by and between RHY Management LLC (the “Creditor”) and Rain Enhancement Technologies Holdco, Inc. (the “Company”).

 

RECITALS:

 

WHEREAS, the Creditor entered into a loan agreement, dated as of December 30, 2024 (as amended, the “Loan Agreement”), pursuant to which (i) the Creditor rolled over an aggregate of $3,064,403.66 of outstanding loans made by the Creditor and its affiliates to the Company and its affiliates (the “Rollover Loan”) and (ii) the Creditor provided a line of credit loan in the amount of $7,000,000 (as amended, the “Line of Credit Loan”);

 

WHEREAS, on March 11, 2026, the compensation committee of the Company’s board of directors and the full board of directors approved repayment of the amounts due under the Loan Agreement of up to 30% of any amount received by the Company from any potential future capital raise net of any underwriting, legal, and accounting fees and related costs;

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JOINDER TO LOCK-UP AGREEMENT

June 5, 2026

 

Reference is made to the Lock-Up Agreement, dated as of December 31, 2024, by and among Rain Enhancement Technologies Holdco, Inc. (the “Company”), Coliseum Acquisition Corp., and the Securityholders (as defined therein) from time to time party thereto (as may be amended from time to time, the “Lock-Up Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Lock-Up Agreement.

 

On or about the date hereof, RHY Management LLC (the “Creditor”) entered into an Agreement to Convert Debt to Equity (the “Conversion Agreement”), pursuant to which the Creditor and the Company agreed to convert an aggregate of $4,000,000 of outstanding debt owed by the Company to the Creditor into an aggregate of 1,612,903 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Conversion Shares”), and in connection therewith the Creditor agreed to subject the Conversion Shares to the Lock-Up Agreement.

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Document

Exhibit 10.1

ARCUTIS BIOTHERAPEUTICS, INC.

AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

This Arcutis Biotherapeutics, Inc. (the “Company”) Amended and Restated Non-Employee Director Compensation Program (this “Program”) has been adopted under the Company’s 2020 Equity Incentive Plan (the “Plan”) and shall be effective, as amended and restated herein, as of June 5, 2026 (the “Effective Date”). Capitalized terms not otherwise defined herein shall have the meaning ascribed in the Plan.

Cash Compensation

Effective upon the Effective Date, annual retainers will be paid in the following amounts to Non-Employee Directors:

Board Service

Non-Employee Director

$

50,000 

Additional Board Service

Non-Executive Chair

$

40,000 

Additional Committee Service

Chair

Non-Chair

Audit Committee Member

$

20,000 

$

10,000 

Compensation Committee Member

$

18,000 

$

9,000 

Nominating and Corporate Governance Committee Member

$

10,000 

$

5,000

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EXHIBIT 10.1

PURCHASE AND SALE AGREEMENT

(14939 Metcalf Avenue, Overland Park, Kansas 66223)

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of June 8, 2026 (the “Effective Date”), by and between 14939 METCALF AVE., LLC, a Texaslimited liability company (“Seller”), and MEDALIST DIVERSIFIED, INC., a Maryland corporation, or its assigns (collectively, “Buyer”). Seller and Buyer are each referred to herein as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, Seller is the owner of certain real property located at 14939 Metcalf Avenue, Overland Park, Kansas 66223, consisting of approximately 1.64 acres of land improved with a one-story automotive service building of approximately 16,100 square feet commonly known as the Caliber Collision, Overland Park, Kansas facility, as more particularly described on Exhibit A attached hereto (the “Land”);

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AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN

ADOPTED BY THE BOARD OF DIRECTORS: MARCH 22, 2026

APPROVED BY THE STOCKHOLDERS: JUNE 5, 2026

EFFECTIVE DATE: JUNE 5, 2026

 

1.

GENERAL.

(a) Successor to and Continuation of Prior Plan. The Plan was originally adopted by the Board on May 30, 2018, approved by the Company’s stockholders on June 1, 2018 and initially became effective as of the IPO Date. The Plan is intended as the successor to and continuation of the Verrica Pharmaceuticals Inc. 2013 Equity Incentive Plan (the “Prior Plan”) and is hereby amended and restated as of the Effective Date.

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