Browse EX-10 agreements

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AMENDMENT NUMBER 1 TO
AGREEMENT AND PLAN OF MERGER

This Amendment to Agreement and Plan of Merger (this “Amendment”) is made and entered into as of September 1, 2026, amends that certain Agreement and Plan of Merger (as amended or modified from time to time in accordance with the terms thereof, the “Merger Agreement”), dated as of May 20, 2026 by and among Greenland Mines Ltd, a Delaware corporation (“Purchaser”), Greenland Rare Earths Corp., a Delaware corporation (“Merger Sub”), Neo North Star Resources, Inc, a Delaware corporation (“Neo”), the stockholders of Neo set forth on Schedule A thereto, and Lazaros Nikeas, a resident of Connecticut, as the representative of the stockholders of Neo (the “Neo Stockholder Representative”). Capitalized terms used herein, but not otherwise defined herein, shall have the same meanings ascribed to such terms in the Merger Agreement.

WHEREAS, the Parties desire to amend the Merger Agreement on the terms and conditions set forth in this Amendment pursuant to Section 6.4 of the Merger Agreement.

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**LEASE AGREEMENT **

THIS LEASE AGREEMENT (this “Lease”) is made this 15th day of September, 2020, between ARE-SD REGION NO. 31, LLC, a Delaware limited liability company (“Landlord”), and **ADARx PHARMACEUTICALS, INC., **a Delaware corporation (“Tenant”).

Building:		5871 Oberlin Drive, San Diego, California

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**CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. **

**Collaboration and License Option Agreement **

**Between **

**ADARx Pharmaceuticals, Inc. **

**and **

**The Puerto Rico Branch of AbbVie Biotechnology Ltd **

**Dated as of May 9, 2025 **

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***TABLE OF CONTENTS ***

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**SEPARATION AGREEMENT AND RELEASE **

This Separation Agreement and Release (“Agreement”) is made by and between Ajim Tamboli (“Employee”) and ADARx Pharmaceuticals, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).

**RECITALS **

WHEREAS, Employee was employed by the Company;

WHEREAS, Employee signed an offer letter with the Company on July 11, 2024 (the “Offer Letter”); WHEREAS, Employee signed an Employee Confidential Information and Invention Assignment

Agreement with the Company effective as of July 8, 2024 (the “Confidentiality Agreement”);

WHEREAS, the Company and Employee have entered into a Stock Option Agreement, dated July 31, 2024, granting Employee the option to purchase 955,614 shares of the Company’s common stock (the “Option”) subject to the terms and conditions of the Company’s 2020 Equity Incentive Plan and the Stock Option Agreement (collectively the “Stock Agreements”);

WHEREAS, the Company terminated Employee’s employment with the Company effective December 12, 2025 (the “Separation Date”); and

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July 21, 2026

**YING HUANG, PH.D. **

[***]

Dr. Huang:

We are delighted that you have agreed to join the Board of Directors (the “Board”) of **ADARX PHARMACEUTICALS, INC. **(the “Company”). This letter sets forth the agreement between you and the Company regarding your Board membership (the “Agreement”):

1. Appointment as Board Member and Chair of the Audit Committee. Your service as a Board member and Chair of the Audit Committee of the Board (the “Audit Committee”) will be effective as of the date of the action by the Board appointing you to the Board and Chair of the Audit Committee (the “Start Date”), subject to any required stockholder consents and in accordance with applicable provisions of Delaware law, the Company’s Bylaws and that certain Third Amended and Restated Voting Agreement, dated as of August 2, 2023, by and between the Company and certain of its stockholders, each as amended from time to time.

2.** **Compensation.

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***INDEMNIFICATION AGREEMENT ***

This Indemnification Agreement is dated as of _________, 20__ (this “Agreement”) and is between ADARx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [Name] (“Indemnitee”).

**Background **

The Company believes that in order to attract and retain highly competent persons to serve as directors or in other capacities, including as officers, it must provide such persons with adequate protection through indemnification against the risks of claims and actions against them arising out of their services to and activities on behalf of the Company.

The Company desires and has requested Indemnitee to serve as a director and/or officer of the Company and, in order to induce the Indemnitee to serve in such capacity, the Company is willing to grant the Indemnitee the indemnification provided for herein. Indemnitee is willing to so serve on the basis that such indemnification be provided.

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**ADARX PHARMACEUTICALS, INC. **

**AMENDED AND RESTATED **

**2020 EQUITY INCENTIVE PLAN **

**ADOPTED BY THE BOARD OF DIRECTORS: JULY 24, 2020 **

**APPROVED BY THE STOCKHOLDERS: JULY 24, 2020 **

**AMENDED BY THE BOARD OF DIRECTORS: NOVEMBER 4, 2020 **

**AMENDED BY THE STOCKHOLDERS: NOVEMBER 4, 2020 **

**AMENDED BY THE BOARD OF DIRECTORS: MAY 14, 2021 **

**AMENDED BY THE STOCKHOLDERS: MAY 14, 2021 **

**AMENDED BY THE BOARD OF DIRECTORS: JULY 30, 2021 **

**AMENDED BY THE STOCKHOLDERS: JULY 30, 2021 **

**AMENDED BY THE BOARD OF DIRECTORS: AUGUST 2, 2023 **

**AMENDED BY THE STOCKHOLDERS: AUGUST 2, 2023 **

**TERMINATION DATE: JULY 23, 2030 **

**1.  General. **

(a) Eligible Stock Award Recipients. Employees, Directors and Consultants are eligible to receive Stock Awards.

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November 24, 2025

**MARY TAGLIAFERRI, M.D. **

[***]

Dr. Tagliaferri:

We are delighted that you have agreed to join the Board of Directors (the “Board”) of **ADARX PHARMACEUTICALS, INC. **(the “Company”). This letter sets forth the agreement between you and the Company regarding your Board membership (the “Agreement’):

1. Appointment as Board Member. Your service as a Board member will be effective as of the date of the action by the Board appointing you to the Board (the “Start** **Date”), subject to any required stockholder consents and in accordance with applicable provisions of Delaware law, the Company’s Bylaws and that certain Third Amended and Restated Voting Agreement, dated as of August 2, 2023, by and between the Company and certain of its stockholders, each as amended from time to time.

2.** **Compensation.

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**ADARX PHARMACEUTICALS, INC. **

July 11, 2024

Ajim Tamboli
[***]		VIA EMAIL

Re:	**Offer of Employment **

Dear Mr. Tamboli:

ADARx Pharmaceuticals, Inc. (the “Company”) is pleased to offer you at-will employment in the position of Chief Financial Officer on the terms and conditions set forth in this letter agreement (the “Agreement”). You will be reporting to President and Chief Executive Officer of the Company, Dr. Zhen Li. You will work at the Company’s offices located at 5871 Oberlin Drive, San Diego, CA 92121.

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**ADARX PHARMACEUTICALS, INC. **

**STOCK OPTION GRANT NOTICE **

**(2020 EQUITY INCENTIVE PLAN) **

ADARx Pharmaceuticals, Inc. (the “Company”), pursuant to its 2020 Equity Incentive Plan (as amended and/or restated as of the Date of Grant set forth below, the “Plan”), has granted to Optionholder an option to purchase the number of shares of the Common Stock set forth below (the “Option”). The Option is subject to all of the terms and conditions as set forth in this Stock Option Grant Notice (the “Grant Notice”) and in the Plan, the Option Agreement, and the Notice of Exercise, all of which are attached to this Grant Notice and incorporated into this Grant Notice in their entirety. Capitalized terms not explicitly defined in this Grant Notice but defined in the Plan or the Option Agreement shall have the meanings set forth in the Plan or the Option Agreement, as applicable. If the Company uses an electronic capitalization table system (such as Carta or Shareworks) and the fields below are blank or the information is otherwise provided in a different forma

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AMENDED AND RESTATED MST INTERMEDIARY MANAGER AGREEMENT

June 9, 2026

Nuveen Securities, LLC

333 W. Wacker Dr.

Chicago, IL 60606

This Amended and Restated MST Intermediary Manager Agreement (this “Agreement”) is entered into by and between Nuveen Farmland REIT, a Maryland statutory trust (the “Company”) and Nuveen Securities, LLC (the “Intermediary Manager”).

The Company is conducting a private offering of its common shares in reliance on an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended, and the rules thereunder (the “Securities Act”) pursuant to the terms of a private placement memorandum (together with any supplement thereto, the “Memorandum”) to investors that are (i) accredited investors (as defined in Regulation D under the Securities Act) and (ii) in the case of common shares sold outside the United States, to persons that are not “U.S. persons” (as defined in Regulation S under the Securities Act). The Company is offering on a continuous basis up to $3,000,000,000 of any combination of Type A-I common shares (“Type A-I shares”

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FORM OF RESTRICTED COMMON SHARE AWARD CERTIFICATE

Non-transferable
GRANT TO

(the “Participant”)

by Nuveen Farmland REIT (the “Trust”) of

its Type E common shares of beneficial interest, par value $0.01 per share (the “Restricted Common Shares”).

The Restricted Common Shares are granted pursuant to and subject to the provisions of the Nuveen Farmland REIT Independent Trustee Restricted Common Share Plan (the “Plan”) and to the terms and conditions set forth on the following pages (the “Terms and Conditions”). By accepting the Restricted Common Shares, the Participant shall be deemed to have agreed to the Terms and Conditions set forth in this Award Certificate and the Plan. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.

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