Browse EX-10 agreements

REGISTRATION RIGHTS AGREEMENT

 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 29, 2026, between Biodexa Pharmaceuticals PLC, a public limited company incorporated under the laws of England and Wales (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

 

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

 

The Company and each Purchaser hereby agrees as follows:

 

1.        Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

 

“Advice” shall have the meaning set forth in Section 6(c).

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BIODEXA PHARMACEUTICALS PLC

1 Caspian Point,

Caspian Way,

Cardiff, CF10 4DQ, United Kingdom

June 29, 2026

 

To the Holder of December 2025 Series L Warrants to Purchase Ordinary Shares Represented by American Depositary Shares

 

Re:

Inducement Offer to Exercise Existing Warrants to Purchase Ordinary Shares Represented by American Depositary Shares

 

Dear Holder:

 

BIODEXA PHARMACEUTICALS PLC (the “Company”) is pleased to offer to you the opportunity to receive new warrants to purchase ordinary shares, nominal value £0.000001 per share, of the Company (the “Ordinary Shares”) represented by American Depositary Shares of the Company (the “ADSs”) currently held by you (the “Holder,” “you” or similar terminology) and issued to you on December 19, 2025 (the “December 2025 Warrants”) in consideration for you exercising for cash all of the warrants to purchase Ordinary Shares represented by ADSs held by you (“Existing Warrants”) as set forth on your signature page hereto. The issuance and/or the resale of the Ordinary Shares represented by ADSs underlying the Existing Warran

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SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 29, 2026, between Biodexa Pharmaceuticals PLC, a public limited company incorporated under the laws of England and Wales (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

 

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to (i) an effective registration statement under the Securities Act (as defined below) as to the ADSs, Registered Pre-Funded Warrants, and Registered Pre-Funded Warrant ADSs, and (ii) an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and Regulation D thereunder as to the Unregistered Pre-Funded Warrants and the Ordinary Warrants and the Ordinary Warrant Shares, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as

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PLACEMENT AGENCY AGREEMENT

 

June 29, 2026

 

Maxim Group LLC

300 Park Avenue, 16th Floor

New York, NY 10022

 

Ladies and Gentlemen:

 

Subject to the terms and conditions herein (this “Agreement”), Biodexa Pharmaceuticals PLC, a public limited company organized under the laws of England and Wales (including any successor thereto, the “Company”), hereby agrees to sell (i) American Depositary Share (the “ADSs”), each ADS representing 500,000 of our ordinary shares, nominal value £0.000001 per share, (the “Ordinary Shares”), and accompanying unregistered warrants to purchase ADSs (the “Warrants”) and (ii) pre-funded warrant (the “Prefunded Warrants,” and together with the ADSs, Ordinary Shares, and Warrants, the “Securities”) exercisable for ADSs, directly to various investors (each, an “Investor” and, collectively, the “Investors”) through Maxim Group LLC as placement agent (the “Placement Agent”). The documents executed and delivered by the Company and the Investors in connection with the Offering (as defined below), including, without limitation, a securities purchase ag

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Exhibit 10.1

 

LOAN agreement

 

This Loan Agreement, dated as of June 29, 2026 (“Agreement”), is among Celularity Inc., a Delaware corporation (the “Borrower”), and Philip & Daniele Barach Family Trust (the “Lender” and, together with the Borrower, the “Parties” and each, a “Party”).

 

agreement:

 

In consideration of the foregoing and the mutual agreements contained in this Agreement, the receipt and sufficiency of which are acknowledged, the Parties hereby agree as follows:

 

SECTION 1. Interpretation:

 

This Agreement is to be interpreted in accordance with the rules of construction set forth on Annex A. Capitalized terms used in this Agreement and not otherwise defined have the meanings set forth for such terms on Annex A. All annexes, schedules and exhibits to this Agreement are deemed to be a part of this Agreement.

 

SECTION 2. Loan facility:

…

CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE OMITTED PORTIONS OF THIS DOCUMENT ARE INDICATED BY [***]

AMENDED AND RESTATED LIMITED LIABILITY

 

 

COMPANY AGREEMENT

 

OF

 

EMHU, LLC

 

 

 

Dated as of June 26, 2026

 

 

 

Table OF CONTENTS

 

 

 

Page

 

 

 

DEFINITIONS

1

 

 

 

 

FORMATION AND PURPOSE

4

 

 

 

 

 

2.1.

Formation

4

 

2.2.

Name

4

 

2.3.

Managing Member

4

 

2.4.

Registered Office/Agent

4

 

2.5.

Term

5

 

2.6.

Purpose

5

 

2.7.

Certificate

5

 

2.8.

Principal Office

5

 

 

 

 

MEMBERSHIP, CAPITAL CONTRIBUTIONS, COMMON UNITS AND CAPITAL ACCOUNTS

5

 

 

 

 

3.1.

Members

5

 

3.2.

Additional Members and

6

 

3.3.

Capital Contributions

6

 

3.4.

Additional Capital Contributions

6

 

3.5.

Voting Rights

8

 

3.6.

Right of Participation

8

 

 

 

 

DISTRIBUTIONS

9

 

 

 

 

4.1.

Managing Member Sole Discretion

9

 

4.2.

Pre

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Exhibit 10.1

EXECUTION COPY

$200,000,000

TERM LOAN AGREEMENT

Dated as of June 25, 2026

among

EASTERLY GOVERNMENT PROPERTIES LP,

as Borrower,

EASTERLY GOVERNMENT PROPERTIES, INC.,

as Parent,

THE GUARANTORS NAMED HEREIN,

as Guarantors,

THE INITIAL LENDERS NAMED HEREIN,

as Initial Lenders,

PNC BANK, NATIONAL ASSOCIATION,

as Administrative Agent,

U.S. BANK NATIONAL ASSOCIATION,

and

TRUIST BANK,

as Syndication Agents,

U.S. BANK NATIONAL ASSOCIATION,

PNC CAPITAL MARKETS LLC,

TRUIST SECURITIES, INC.,

and

WELLS FARGO BANK, N.A.,

as Joint Lead Arrangers

U.S. BANK NATIONAL ASSOCIATION,

PNC CAPITAL MARKETS LLC,

and

TRUIST SECURITIES, INC.,

as Joint Bookrunners

and

WELLS FARGO BANK, N.A.,

as Documentation Agent

 

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TABLE OF CONTENTS

 

 

Page

 

Article I

DEFINITIONS AND ACCOUNTING TERMS

Section 1.01

Certain Defined Terms

1

Section 1.02

Computation of Time Periods; Other Definitional Provisions

35

Section 1.03

Accounting Terms

35

Section 1.04

Divisions

35

Article II

AMOUNTS AND TERMS OF THE ADVANCES

Section 2.01

The Advances

35

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Exhibit 10.2

ELEVENTH AMENDMENT TO TERM LOAN AGREEMENT

This ELEVENTH Amendment to Term Loan Agreement (this “Amendment”) is entered into as of the 25th day of June, 2026, among EASTERLY GOVERNMENT PROPERTIES LP, a Delaware limited partnership (the “Borrower”), EASTERLY GOVERNMENT PROPERTIES, INC., a Maryland corporation (the “Parent”), the entities listed on the signature pages hereto as the subsidiary guarantors from time to time (the “Subsidiary Guarantors” and, together with the Parent, the “Guarantors”), the banks, financial institutions and other institutional lenders listed on the signature pages hereof as the lenders (each a “Lender” and collectively, the “Lenders”) and PNC BANK, NATIONAL ASSOCIATION, as administrative agent (the “Administrative Agent”) for the Lenders.

Recitals

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Document

        

June 26, 2026

Dr. William Grieco 6900 Tavistock Lakes Blvd., Suite 400 Orlando, FL 32827

Dear Bill,

Innventure LLC (the “Company”) is pleased to offer you the position of Chief Executive Officer. The Company is a wholly owned subsidiary of Innventure, Inc. (“Parent”) and serves as the employing entity for all employees of Parent. In such capacity, you will serve as Chief Executive Officer of both the Company and Parent, reporting to the Board of Directors of Parent (the “Board”). Parent joins this letter agreement solely for the limited purposes set forth herein.

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Document

Consulting Agreement

This Consulting Agreement (this “Agreement”) is entered into on June 26, 2026 by and between Innventure, Inc., a Delaware corporation having a principal place of business at 6900 Tavistock Lakes Blvd, Suite 400, Orlando, FL 32827 (the “Company”), and Gregory W. Haskell, an individual (“Consultant”).

Company and Consultant may each be referred to herein individually as a “Party,” and together, as the “Parties.”

WHEREAS, Consultant has served as the Chief Executive Officer of the Company and is retiring from that position on October 1, 2026 (the “Transition Date”); and

WHEREAS, the Company desires to retain Consultant following his retirement to provide transition services to the Company's new Chief Executive Officer and the Board of Directors of the Company (the “Board”), and Consultant desires to provide such services.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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