Browse EX-10 agreements

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Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of September 7, 2026 by and among PDS Biotechnology Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Company”), and the several purchasers signatory hereto (each, a “Purchaser” and collectively, the “Purchasers”).

RECITALS

WHEREAS, the Company and the Purchasers are parties to a Securities Purchase Agreement, dated as of September 7, 2026 (the “Purchase Agreement”), pursuant to which the Company has agreed to issue to the Purchasers, and the Purchasers have agreed to purchase, severally and not jointly, an aggregate of 20,875,220 shares (the “Initial Shares”) of the Company’s common stock, par value $0.00033 per share (the “Common Stock”), pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 70,009,736 shares of Common Stock and common warrants (the “Common Warrants” and, together with the Pre-Funded Warrants, the “Warrants”) to purchase up to an aggregate of 20,442,479 shares of Common Stock,

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Exhibit 10.3

Execution Version

OPTION TO NEGOTIATE FOR AN EXCLUSIVE LICENSE

This Option to Negotiate for an Exclusive License (this “Agreement”) is entered into as of September [_], 2026 (the “Effective Date”), by and between PDS Biotechnology Corporation, a Delaware corporation (the “Company”), and NantWorks, LLC (the “Purchaser”).  The Company and the Purchaser are each referred to herein as a “Party” and together as the “Parties.”

1.	DEFINITIONS

Whenever used in this Agreement, the following terms, whether used in the singular or the plural, shall have the meanings specified below.

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Exhibit 10.1

Execution Version

SECURITIES PURCHASE AGREEMENT

BY AND AMONG

PDS BIOTECHNOLOGY CORPORATION AND

THE PURCHASERS

SEPTEMBER 7, 2026

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TABLE OF CONTENTS

1.	Definitions		1
2.	Purchase and Sale of Securities		5
	2.1	Purchase and Sale	5
	2.2	Closing	6

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September 4, 2026

Dear Simeon,

We are pleased to extend to you this offer of employment with Health Catalyst (“HC” or the “Company”). We are confident that your skills, experience and hard work will contribute meaningfully to the success of the Company. This offer is subject to the terms and conditions set forth in this offer. This letter does not create a contract of employment for any specified term, and your employment with HC is at will. The compensation, benefits, equity and severance provisions expressly set forth in this letter are binding and will be governed by their respective terms.

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HEALTH CATALYST, INC.

2026 EMPLOYMENT INDUCEMENT INCENTIVE PLAN

Section 1.GENERAL PURPOSE OF THE PLAN; DEFINITIONS

The name of the plan is the Health Catalyst, Inc. 2026 Employment Inducement Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable employees of Health Catalyst, Inc. (the “Company”) and its Subsidiaries upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer identification of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company or one of its Subsidiaries.

The following terms shall be defined as set forth below:

“Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder.

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September 4, 2026

Dear Ben,

We are pleased to extend to you this offer of continuing employment in a new role with Health Catalyst (“HC” or the “Company”). We are confident that your skills, experience and hard work will contribute meaningfully to the success of the Company. This offer is subject to the terms and conditions set forth in this offer. This letter does not represent a contract or agreement for employment; and employment with HC is at will.

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Execution Version

GUARANTEE AGREEMENT

GUARANTEE AGREEMENT (this “Guarantee”), dated as of September 3, 2026, by and among the Persons listed on the signature pages hereto under the caption “Guarantors,” any additional Persons that may become Guarantors hereunder pursuant to a duly executed joinder agreement in the form attached as Exhibit A hereto (each an “Additional Guarantor,” collectively, the “Additional Guarantors” and together with the Guarantors as of the date hereof, each a “Guarantor” and collectively, the “Guarantors”) and Barclays Bank PLC, as administrative agent (in such capacity and including any successors in such capacity, the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to below).

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Exhibit 10.1

EXECUTION VERSION

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CREDIT AGREEMENT

dated as of September 3, 2026,

among

DPC HOLDINGS PLC,

as the Company,

DONCASTERS LIMITED, and

DONCASTERS INC.,

as Borrowers,

the OTHER BORROWERS from time to time party hereto,

the LENDERS from time to time party hereto

and

BARCLAYS BANK PLC,

as Administrative Agent

BARCLAYS BANK PLC,

BANK OF CHINA,

ROYAL BANK OF CANADA,

NATWEST BANK,

COMMERZBANK AKTIENGESELLSCHAFT, LONDON BRANCH and

MORGAN STANLEY SENIOR FUNDING, INC.,

as Joint Lead Arrangers

and

BARCLAYS BANK PLC,

BANK OF CHINA,

ROYAL BANK OF CANADA and

NATWEST BANK,

as Joint Bookrunners

BARCLAYS BANK PLC,

as Documentation Agent

TABLE OF CONTENTS

Page

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EMPLOYMENT AGREEMENT FOR WILLIAM GROSSMAN

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between enGene USA, Inc., its successors and assigns (the “Company”) and William Grossman (the “Executive”) as of June 15, 2026.

WHEREAS, the Company desires to retain the Executive to serve in a part-time capacity as the Company’s Chief Medical Officer and the Executive desires to serve in such capacity on behalf of the Company.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the Company and the Executive hereby agree as follows:

1.

Employment.

(a)

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June 15, 2026 (revised as requested on July 13, 2026)

By Email

Alexander Nichols

RE: Separation Agreement & General Release

Dear Alex:

This letter of agreement and general release (“Agreement”) confirms our mutual agreement regarding the terms and conditions of your separation from employment with enGene USA, Inc. (“enGene” or the “Company”). You and the Company agree as follows:

1.

Separation Date. Your last day of employment with the Company will be July 15, 2026 (“Separation Date”). You will receive your salary at your regular rate of pay through your Separation Date. Your employment and your participation in the Company’s employee benefit plans and programs will terminate on your Separation Date.

2.

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June 15, 2026 (revised as requested on July 7, 2026)

By Email

Anthony Cheung

RE: Transition Services Agreement & General Release

Dear Anthony:

This letter of agreement and general release (“Agreement”) confirms our mutual agreement regarding the terms and conditions of your separation from employment with enGene Inc. (“enGene” or the “Company”) and transition to a consultant. You and the Company agree as follows:

1.

Separation Date. Your last day of employment with the Company will be September 30, 2026 (“Separation Date”). You will receive your salary at your regular rate of pay through your Separation Date. Your employment and your participation in the Company’s employee benefit plans and programs will terminate on your Separation Date.

2.

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June 15, 2026

By Email

David Ryan Daws

RE: Separation Agreement & General Release

Dear Ryan:

This letter of agreement and general release (“Agreement”) confirms our mutual agreement regarding the terms and conditions of your separation from employment with enGene USA, Inc. (“enGene” or the “Company”). You and the Company agree as follows:

1.

Separation Date. Your last day of employment with the Company will be July 15, 2026 (“Separation Date”). You will receive your salary at your regular rate of pay through your Separation Date. Your employment and your participation in the Company’s employee benefit plans and programs will terminate on your Separation Date.

2.

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