Browse EX-10 agreements

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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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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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

 

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June 4, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between FutureCorp Space Acquisition 1, a Cayman Islands exempted company (the “Company”), and FutureCorp Space Acquisition 1 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 4,000,000 warrants (whether or not the underwriters’ over-allotment option in connection with the Public Offering is exercised in full) (the “Private Placement Warrants”), each Private Placement Warrant entit

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

 

This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the 4th day of June, 2026, by and between FutureCorp Space Acquisition 1, a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co., a New York general partnership (“Cantor” or the “Subscriber”).

 

WHEREAS, the Company desires to sell to the Subscriber on a private placement basis (the “Offering”) an aggregate of 2,000,000 warrants (including if the underwriters’ over-allotment option is exercised in full) (each, a “Placement Warrant” and, collectively, the “Placement Warrants”) of the Company, for a purchase price of $1.00 per Placement Warrant. The Class A Ordinary Shares (as defined below) underlying the Warrants are hereinafter referred to as the “Warrant Shares”. The Placement Warrants and Warrant Shares, collectively, are hereinafter referred to as the “Securities.” Each whole Placement Warrant is exercisable to purchase one Class A Ordinary Share at an exercise price of $11.50, as pro

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FutureCorp Space Acquisition 1

8605 Santa Monica Blvd.

#54207

Los Angeles, California 90069

 

June 4, 2026

 

FutureCorp Space Acquisition 1 LLC c/o FutureCorp Space Acquisition 1

8605 Santa Monica Blvd., #54207 Los Angeles, California 90069

 

Re: Administrative Services Agreement

 

Ladies and Gentlemen:

 

This letter agreement by and between FutureCorp Space Acquisition 1 (the “Company”) and FutureCorp Space Acquisition 1 LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the closing date of the initial public offering of securities of the Company (the “Closing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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