Browse EX-10 agreements

**FORM OF INVESTOR RIGHTS AGREEMENT **

THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is dated as of [•], 2026, and is entered into by and among Oak Hill Bio, Inc., a Delaware corporation (“OAKH”) (formerly known as Research Alliance Corporation III, a Cayman Islands exempted company, prior to its transfer by way of continuation and domestication as a Delaware corporation), Research Alliance Holdings III LLC, a Cayman Islands exempted company (the “Sponsor”), certain investment vehicles affiliated with the Sponsor set forth on Schedule 1 hereto (collectively “RA Capital”), certain existing shareholders of OAKH as set forth on Schedule 2 hereto (the “OAKH Existing Investors”), certain former stockholders of OHB Pediatrics Ltd., a company incorporated under the laws of England and Wales (the “Company” or “OHB”), set forth on Schedule 3 hereto (such stockholders, the “OHB Holders”) and other persons and entities (collectively with OAKH, the Sponsor, the OHB Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section*** 5.2*

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**BACKSTOP AGREEMENT **

This Backstop Agreement (this “Agreement”) is entered into as of July 26, 2026, by and between Research Alliance Corporation III, a Cayman Islands exempted company (the “Company”), and RA Capital Healthcare Fund, L.P. (the “Purchaser”). Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to such terms in that certain Business Combination Agreement, dated as of the date hereof, by and among the Company, OHB Pediatrics Ltd. (“Pediatrics”) and the Shareholders therein (as amended, modified, supplemented or waived from time to time in accordance with its terms, the “Business Combination Agreement”, and together with the other transactions contemplated by the Business Combination Agreement, the “Transactions”).

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**FORM OF LOCK-UP AGREEMENT **

This Lock-Up Agreement (this “Agreement”) is dated as of [•], 2026, by and among Oak Hill Bio, Inc., a Delaware corporation (“PubCo”) (formerly known as Research Alliance Corporation III, a Cayman Islands exempted company, prior to its domestication as a Delaware corporation), Research Alliance Holdings III LLC, a Cayman Islands limited liability company (the “SPAC Sponsor”), certain existing stockholders of PubCo listed in the signature pages hereto (the “RACC Existing Investors”), certain existing shareholders of OHB Pediatrics Ltd. (company number 15958711 incorporated under the laws of England and Wales) (the “Company”) listed in the signature pages hereto (the “Company Existing Shareholders”) and other persons and entities (collectively with the SPAC Sponsor, the RACC Existing Investors, Company Existing Shareholders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 3 of this Agreement, the “Holders” and each, a “Holder”). Capitalized terms used but not def

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EXECUTION VERSION

SHAREHOLDER SUPPORT AGREEMENT

This SHAREHOLDER SUPPORT AGREEMENT is made and entered into as of July 24, 2026 (this “Agreement”), by and among Cartesian Growth Corporation II, an exempted company incorporated under the Laws of the Cayman Islands (“CGC”), InoBat AS, a private limited company (aksjeselskap) organized under the laws of Norway and registered with registration number 927 439 948 in the Norwegian Register of Business Enterprises (the “Company”), and certain shareholders of the Company, whose names appear on the signature pages of this Agreement (each a “Shareholder” and, collectively, the “Shareholders”).

WHEREAS, CGC and the Company propose to enter into, contemporaneously herewith, that certain Business Combination Agreement, dated as of the date hereof (the “BCA”; terms used but not defined in this Agreement shall have the meanings ascribed to them in the BCA); and

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of July 24, 2026, by and among Cartesian Growth Corporation II, a Cayman Islands exempted company (“CGC”), InoBat AS, a private limited company (aksjeselskap) organized under the Laws of Norway (the “Target”), CGC II Sponsor LLC, a Cayman Islands limited liability company and sponsor of the Company (the “Sponsor”) and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).

WHEREAS, promptly after the date of this Agreement, the Target will form InoBat B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) to be incorporated and existing under the laws of the Netherlands (the “Company”), and the Company will become a party to this Agreement;

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EXECUTION VERSION

SPONSOR SUPPORT AGREEMENT

This SPONSOR SUPPORT AGREEMENT is made and entered into as of July 24, 2026 (this “Agreement”), by and between CGC II Sponsor LLC, a Cayman Islands limited liability company (“Sponsor”) and InoBat AS, a private limited company (aksjeselskap) organized under the laws of Norway (the “Company”).

WHEREAS, Cartesian Growth Corporation II, an exempted company incorporated under the Laws of the Cayman Islands (“CGC”) and the Company propose to enter into, contemporaneously herewith, that certain Business Combination Agreement, dated as of the date hereof (the “BCA”; terms used but not defined in this Agreement shall have the meanings ascribed to them in the BCA);

WHEREAS, as of the date hereof, Sponsor owns beneficially and of record 5,649,999 CGC Class A Shares and one (1) CGC Class B Share (collectively, the “Sponsor Shares”); and

WHEREAS, as of the date hereof, Sponsor owns beneficially and of record 6,600,000 CGC Warrants (the “CGC Private Warrants”).

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SHARE PURCHASE AGREEMENT

This Share Purchase Agreement (this “Agreement”), dated as of July 27, 2026, is entered into by and among Hongkong Best Life Trade Co., Limited, a Hong Kong limited company (the “Company”); Nova Innovation Tech Ltd, a company with limited liability organized and existing under the laws of the British Virgin Islands (“Seller”); and AiRWA Inc., a Delaware corporation (“Buyer”).

PREAMBLE

WHEREAS:

A. The Company is an import-export business, working with noteworthy counterparties and brands, historically with its operations focused on Japan, Hong Kong, and China but with subsidiaries now open in, or being opened in, the United Kingdom, the United States, Canada, and New Zealand (the “Company Business”).

B. Seller is the holder of 50,000 ordinary shares (the “Shares”), constituting 100% of the issued and outstanding shares of Oceancrest Investment Holdings Limited, a company with limited liability organized and existing under the laws of the British Virgin Islands (the “Holding Company”).

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EXECUTION VERSION

CADIZ INC.

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SEPARATION AGREEMENT

This Separation Agreement (this “Agreement”) is made by and between Cadiz Inc., a Delaware corporation (the “Company”), and Stanley E. Speer (“you”). You and the Company are collectively referred to herein as the “Parties.”

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BACKGROUND

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**WHEREAS, **you have been employed by the Company as Chief Financial Officer pursuant to that certain Employment Agreement dated May 21, 2020 (the “Employment Agreement”); and

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WHEREAS, the Parties agree that your employment with the Company will terminate effective as of the later of (i) September 1, 2026, and (ii) the first day after the Company files its Form 10-Q for the fiscal quarter ended June 30, 2026, with the U.S. Securities and Exchange Commission (such date, the “Separation Date”), and you will continue to serve as Chief Financial Officer of the Company through the Separation Date; and

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EXECUTION VERSION

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of July 27, 2026 (the “Effective Date”), by and between Cadiz Inc., a Delaware corporation (the “Company”) and Jacinto Hernandez, an individual (“Hernandez”).

WHEREAS, the Company desires to employ Hernandez as its Chief Financial Officer on the terms and conditions set forth herein, and Hernandez desires to be so employed.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt of which is mutually acknowledged, the Company and Hernandez (collectively, the “Parties”) agree as follows:

1. TERM OF EMPLOYMENT. The terms and conditions of Hernandez’s employment under this Agreement shall be effective as of the Effective Date and shall continue until terminated in accordance with the termination provisions of Section 6 below.

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**TENDER AND SUPPORT AGREEMENT **

This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of July 26, 2026, is entered into by and among argenx BV, a private company with limited liability (besloten vennootschap) organized under Belgian law (“Parent”), Avena Merger Sub Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Purchaser”), and the undersigned stockholders of Forte Biosciences, Inc., a Delaware corporation (the “Company”) (each, a “Stockholder” and, if applicable, collectively, the “Stockholders”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

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AMENDMENT NO. 1

Dated as of July 24, 2026

to

AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of July 27, 2022

THIS AMENDMENT NO. 1 (this “Amendment”) is made as of July 24, 2026 by and among Balchem Corporation (the “Parent”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as administrative agent for the Non-EEA Agented Borrowers and J.P. Morgan SE, as administrative agent for the EEA Agented Borrowers (collectively, the “Administrative Agent”), under that certain Amended and Restated Credit Agreement dated as of July 27, 2022 by and among the Parent, the Foreign Borrowers from time to time party thereto, the Guarantors from time to time party thereto, the Lenders from time to time party thereto and the Administrative Agent (as further amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Amended Credit Agreement (as defined below).

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Exhibit 10.2

OMNIBUS REAFFIRMATION AND AMENDMENT AGREEMENT

This OMNIBUS REAFFIRMATION AND AMENDMENT AGREEMENT (this “Agreement”), dated as of July 24, 2026, is entered into by and among BALCHEM CORPORATION, a Maryland corporation (the “Parent”), each of the Domestic Subsidiary Guarantors party hereto (the “Domestic Guarantors”, and collectively with the Parent, the “Domestic Loan Parties”) and JPMORGAN CHASE BANK, N.A, as Administrative Agent (in such capacity, the “Administrative Agent”).  Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Credit Agreement (as defined hereinafter).

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