Browse EX-10 agreements

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into this 1st day of August, 2026, by and between Supernus Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Jack Khattar (the “Executive”). This Agreement shall become effective only upon, and shall be contingent upon, the consummation of the Merger (as defined below). If the Merger is not consummated, this Agreement shall be null and void and of no force or effect.

WHEREAS, the Executive and the Company originally entered into an amended and restated employment agreement dated February 29, 2012, as amended through the date hereof;

WHEREAS, the Company is merging with and into Artemis Merger Sub Inc., a subsidiary of Indivior Pharmaceuticals Inc. (“Indivior”), pursuant to that certain Agreement and Plan of Merger dated August 1, 2026 (the “Merger Agreement” and such merger, the “Merger”), pursuant to which Merger, the Company shall be the surviving corporation;

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VOTING AGREEMENT

This VOTING AGREEMENT (this “Agreement”) is made and entered into as of August 1, 2026, by and between Indivior Pharmaceuticals, Inc., a Delaware corporation (“Indivior”) and the undersigned stockholder (the “Stockholder”) of Supernus Pharmaceuticals, Inc., a Delaware corporation (the “Supernus”).

WITNESSETH:

WHEREAS, contemporaneously with the execution of this Agreement, Supernus, Indivior and Artemis Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Indivior (“Merger Sub”) are entering into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”);

WHEREAS, pursuant to the Merger Agreement, Merger Sub will merge with and into Supernus (the “Merger”) with Supernus continuing as the surviving corporation and a wholly owned Subsidiary of Indivior;

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VOTING AGREEMENT

This VOTING AGREEMENT (this “Agreement”) is made and entered into as of August 1, 2026, by and between Supernus Pharmaceuticals, Inc., a Delaware corporation (“Supernus”) and the undersigned stockholder (the “Stockholder”) of Indivior Pharmaceuticals, Inc., a Delaware corporation (“Indivior”).

WITNESSETH:

WHEREAS, contemporaneously with the execution of this Agreement, Supernus, Indivior and Artemis Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Indivior (“Merger Sub”) are entering into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”);

WHEREAS, pursuant to the Merger Agreement, Merger Sub will merge with and into Supernus (the “Merger”) with Supernus continuing as the surviving corporation and a wholly owned Subsidiary of Indivior;

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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).

RECITALS:

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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).

RECITALS:

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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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