Browse EX-10 agreements

ARCADIA BIOSCIENCES, INC.

2026 OMNIBUS EQUITY INCENTIVE PLAN

1. Purposes of the Plan. The purposes of this Plan are (a) to attract and retain the best available personnel to ensure the Company’s success and accomplish the Company’s goals; (b) to incentivize Employees, Directors and Independent Contractors with long-term equity-based compensation to align their interests with the Company’s stockholders, and (c) to promote the success of the Company’s business.

The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units and Performance Shares.

2. Definitions. As used herein, the following definitions will apply:

(a) “Administrator” means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of the Plan.

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ARCADIA BIOSCIENCES, INC.

2026 OMNIBUS EQUITY INCENTIVE PLAN

STOCK OPTION AWARD AGREEMENT

Unless otherwise defined herein, the terms defined in the Arcadia Biosciences, Inc. 2026 Omnibus Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Award Agreement (the “Award Agreement”).

NOTICE OF STOCK OPTION GRANT

You (“Participant”), as an employee of or consultant to Arcadia Biosciences, Inc. (the “Company”), have been granted a stock option (the “Option”) to purchase shares (the “Shares”) of Common Stock of the Company, subject to the terms and conditions of the Plan and this Award Agreement.

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**THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED. **

***EXCHANGE AGREEMENT ***

This Exchange Agreement (this “Agreement”) is entered into as of July 7, 2026 (the “Effective Date”) by and between Streeterville Capital, LLC, a Utah limited liablity company (“Lender”), and Jaguar Health, Inc., a Delaware corporation (“Borrower”). Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Royalty Interest (as defined below).

A. Company previously sold and issued to Investor that certain Royalty Interest dated August 24, 2022 (the “Royalty Interest”) pursuant to that certain Royalty Interest Purchase Agreement dated August 24, 2022 (the “Purchase Agreement,” and together with the Royalty Interest and all other documents entered into in conjunction therewith, the “Transaction Documents”).

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**SECURITIES PURCHASE AGREEMENT **

**THIS ****SECURITIES **PURCHASE AGREEMENT (this “Agreement”), is dated as of September 12, 2026 (the “Execution Date”), by and among Jaguar Health, Inc., a Delaware corporation (the “Company”), and Joshua Mailman, a resident of the State of New York (the “Purchaser”).

***RECITALS ***

A. The Company’s wholly-owned subsidiary, Napo Pharmaceuticals, Inc. (“Napo Pharmaceuticals”), a Delaware corporation, is the majority shareholder of Napo Therapeutics S.p.A. (“Napo Therapeutics”), an Italian company limited by shares, holding 4,155,214 ordinary shares of Napo Therapeutics;

B. The Purchaser is a shareholder of Napo Therapeutics, holding such number of ordinary shares and special shares of Napo Therapeutics as set forth in column (5) on the Schedule of Purchaser attached hereto (the “Consideration Shares”);

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**THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED. **

***EXCHANGE AGREEMENT ***

This Exchange Agreement (this “Agreement”) is entered into as of September 11, 2026 (the “Effective Date”) by and between Streeterville Capital, LLC, a Utah limited liablity company (“Lender”), and Jaguar Health, Inc., a Delaware corporation (“Borrower”). Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Royalty Interest (as defined below).

A. Company previously sold and issued to Investor that certain Royalty Interest dated August 24, 2022 (the “Royalty Interest”) pursuant to that certain Royalty Interest Purchase Agreement dated August 24, 2022 (the “Purchase Agreement,” and together with the Royalty Interest and all other documents entered into in conjunction therewith, the “Transaction Documents”).

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**THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED. **

***EXCHANGE AGREEMENT ***

This Exchange Agreement (this “Agreement”) is entered into as of September 11, 2026 (the “Effective Date”) by and between Lincoln Alternative Strategies LLC, a Delaware limited liability company (“Lender”), and Jaguar Health, Inc., a Delaware corporation (“Borrower”). Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Replacement Note (as defined below).

A. Borrower previously issued a 6% convertible promissory note in the principal amount of $150,004.04 to Lender on March 31, 2025 (the “Original Note”) pursuant to that certain Securities Purchase Agreement, dated as of March 26, 2025, by and between Borrower and the buyers named therein, including Lender (the “Original Agreement”).

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**THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED. **

***EXCHANGE AGREEMENT ***

This Exchange Agreement (this “Agreement”) is entered into as of September 14, 2026 (the “Effective Date”) by and between Streeterville Capital, LLC, a Utah limited liablity company (“Lender”), and Jaguar Health, Inc., a Delaware corporation (“Borrower”). Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Royalty Interest (as defined below).

A. Company previously sold and issued to Investor that certain Royalty Interest dated August 24, 2022 (the “Royalty Interest”) pursuant to that certain Royalty Interest Purchase Agreement dated August 24, 2022 (the “Purchase Agreement,” and together with the Royalty Interest and all other documents entered into in conjunction therewith, the “Transaction Documents”).

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SHARE EXCHANGE AGREEMENT

This Share Exchange Agreement (“the Agreement”), dated as of the 22nd day of December 2021, by and between:

Party-1: FDCTECH, INC. of 200 Spectrum Center Drive, Suite 300, Irvine, CA 92618 (the “Company”); and

Party-2: AD FINANCIAL SERVICES PTY LTD ACN 628 331 117 of Level 38/71 Eagle St, Brisbane, Queensland Australia, 4000 (“the Target” or “ADFS”).

Party-1 and Party-2 are referred to individually and jointly in the Agreement as a “Party” or “Parties” with reference to the following:

RECITALS:

A. The Company is prepared to acquire approximately 51% of the issued and outstanding shares of capital stock in the Target;

B. The Target is 100% owned by ADFP Pty Ltd (“ADFP”);

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