Browse EX-10 agreements

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Exhibit 10.19

Freenome Holdings, Inc.

May 13, 2025

Linh H. Le

Re:         Offer of Employment by Freenome Holdings, Inc.

Dear Linh:

I am very pleased to confirm our offer to you of employment with Freenome Holdings, Inc. (the “Company”). The terms of our offer and the benefits currently provided by the Company are as follows:

1.         Position and Start Date. You are being offered the position of Chief Financial Officer, reporting to me. This is a full-time hybrid position with periodic travel required to our Brisbane, California office. Your anticipated start date will be May 19, 2025.

2.         Starting Salary. Your starting salary will be $485,000 per year and will be subject to annual review. Your position is classified as exempt from overtime. As an exempt employee, you will be expected to work the Company’s normal business hours as well as additional hours as required by the nature of your work assignments, and you will not be entitled to overtime compensation.

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Exhibit 10.22

FREENOME, INC.

SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN

1.	Purpose

This Senior Executive Cash Incentive Bonus Plan (the “Incentive Plan”) is intended to provide an incentive for superior work and to motivate eligible executives of Freenome, Inc. (the “Company”) and its affiliates toward even higher achievement and business results, to tie their goals and interests to those of the Company and its stockholders and to enable the Company to attract and retain highly qualified executives.  The Incentive Plan is for the benefit of Covered Executives (as defined below).

2.	Covered Executives

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Exhibit 10.16

Agreed Form

FREENOME, INC.

2026 EMPLOYEE STOCK PURCHASE PLAN

The purpose of the Freenome, Inc. 2026 Employee Stock Purchase Plan (the “Plan”) is to provide eligible employees of Freenome, Inc. (the “Company”) and each Designated Company (as defined in Section 11) with opportunities to purchase shares of Stock (as defined in Section 11).  An aggregate of 2,462,204 shares of Stock have been approved and reserved for this purpose plus, on January 1, 2027 and each January 1 thereafter through January 1, 2036, the number of shares of Stock reserved and available for issuance under the Plan shall be cumulatively increased by the least of (i) 1% of the number of Outstanding Shares on the immediately preceding December 31st, (ii) 1,500,000 shares of Stock, or (iii) such number of shares of Stock as determined by the Administrator.

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Exhibit 10.18

FREENOME, INC.

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is entered into as of May 23, 2016, by and between Riley Ennis (the “Executive”) and Freenome, Inc. a Delaware corporation, having its principal place of business at 2875 Michelle Drive, Suite 300, Irvine, California 92606 (the “Company”).

RECITALS

A.        The Company desires the association and services of Executive and his skills, abilities, background and knowledge, and is willing to engage Executive’s services on the terms and conditions set forth in this Agreement.

B.          Executive desires to be in the employ of the Company, and is willing to accept such employment on the terms and conditions set forth in this Agreement.

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Exhibit 10.24

FREENOME, INC.

FORM OF INDEMNIFICATION AGREEMENT

This Indemnification Agreement (“Agreement”) is made as of [________________] by and between Freenome, Inc., a Delaware corporation (the “Company”), and [____________] (“Indemnitee”).

RECITALS

WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company;

WHEREAS, in order to induce Indemnitee to [provide] [continue to provide] services to the Company, the Company wishes to provide for the indemnification of, and advancement of expenses to, Indemnitee to the maximum extent permitted by law;

WHEREAS, the Amended and Restated Certificate of Incorporation (as amended and in effect from time to time, the “Charter”) and the Amended and Restated Bylaws (the “Bylaws”) of the Company require indemnification of the officers and directors of the Company, and Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (the “DGCL”);

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Exhibit 10.17

Freenome Holdings, Inc.

January 7, 2026

Aaron Elliott

Re:         Amended and Restated Offer of Employment by Freenome Holdings, Inc.

Dear Aaron:

I am very pleased to confirm our offer to you of employment with Freenome Holdings, Inc. (the “Company”). The terms of our offer and the benefits currently provided by the Company are as follows:

1.        Position and Start Date. You are being offered the position of Chief Executive Officer. This is a full-time position based in our Brisbane, California office. Your anticipated start date will be April 1, 2025, unless you would like to start earlier.

2.         Starting Salary. Your starting salary will be $685,000 per year and will be subject to annual review. Your position is classified as exempt from overtime. As an exempt employee, you will be expected to work the Company’s normal business hours as well as additional hours as required by the nature of your work assignments, and you will not be entitled to overtime compensation.

3.           Bonuses.

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Exhibit 10.20

259 East Grand Avenue, Unit 3434

South San Francisco, CA 94080

March 22, 2019

Jimmy Lin

Re:	Employment Terms

Dear Jimmy Lin:

Freenome Holdings Inc. (“Freenome” or the “Company”) is pleased to offer you the position of Chief Scientific Officer, on the following terms.

You will be responsible for contributing to the operations associated with Freenome’s Research & Development and Computational Research team and will report to Gabriel Otte, Chief Executive Officer. You will work at our facility located in South San Francisco, CA. Of course, Freenome may change your position, duties, and work location from time to time in its discretion.

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HASHDEX NASDAQ CME CRYPTO INDEX ETF

AUTHORIZED PARTICIPANT AGREEMENT

This Authorized Participant Agreement (the “Agreement”), dated as of the date of the last signature set forth on the signature pages hereto, is entered into by and among Marex Capital Markets Inc. (the “Authorized Participant”), and is further subject to acknowledgement and agreement by Hashdex Nasdaq CME Crypto Index ETF, a Delaware statutory trust (the “Trust”), and Hashdex Asset Management Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands, as sponsor of the Trust (the “Sponsor”).

SUMMARY

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MASTER PURCHASE AND SALE AGREEMENT

FOR DIGITAL ASSETS

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This MASTER PURCHASE AND SALE AGREEMENT FOR DIGITAL ASSETS (this “Agreement”), is made and entered into as of this 22 day of July, 2026, by and between JSCT, LLC, a Delaware limited liability company (“Jane Street”) and Hashdex Asset Management Ltd., (“Sponsor”) as agent and not in its individual capacity, on behalf of the applicable entity identified in Exhibit C (each entity a “Counterparty”, and collectively with Jane Street, the “Parties”), severally but not jointly.

The Parties acknowledge and agree that this Agreement references multiple Counterparties but such references are for the administrative convenience of both Jane Street and each Counterparty. As between Jane Street and a Counterparty, this Agreement shall be interpreted to be a separate agreement between Jane Street and such Counterparty and not any other Counterparty or multiple Counterparties.

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THIRD AMENDMENT TO SPONSOR AGREEMENT

THIS THIRD AMENDMENT (this “Third Amendment”) to the Sponsor Agreement, dated as of January 27, 2025, as amended by the First Amendment to Sponsor Agreement, dated as of November 12, 2025 (the “First Amendment”), and the Second Amendment to Sponsor Agreement, dated as of March 13, 2026 (the “Second Amendment”, as so amended, the “Sponsor Agreement”), by and between Hashdex Asset Management Ltd., a Cayman limited company (the “Sponsor”), and Hashdex Nasdaq CME Crypto Index ETF (f.k.a. Hashdex Nasdaq Crypto Index US ETF), a statutory trust organized under the laws of Delaware (the “Trust”), is made as of July 23, 2026 (the “Effective Date”) by and between the Sponsor and the Trust.

WHEREAS, reference is made to the Sponsor Agreement; and

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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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