Browse EX-10 agreements

Exhibit 10.5

Final Form

LOCK-UP AGREEMENT

July 14, 2026

NextCure, Inc.

9000 Virginia Manor Road, Suite 200

Beltsville, MD 20705

Attention: [•]

Email: [•]

Ladies and Gentlemen:

The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that NextCure, Inc., a Delaware corporation (“Parent”), has entered into an Agreement and Plan of Merger and Reorganization, dated as of July 14, 2026 (as the same may be amended from time to time, the “Merger Agreement”) with Neptune Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Parent, Neptune Second Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent, and Avere Therapeutics, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

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Exhibit 10.1

Final Form

COMPANY SUPPORT AGREEMENT

This Support Agreement (this “Agreement”) is made and entered into as of July 14, 2026, by and among Avere Therapeutics, Inc., a Delaware corporation (the “Company”), NextCure, Inc., a Delaware corporation (“Parent”), and the undersigned stockholder of the Company (the “Stockholder” and each of the Stockholder, Company, and Parent, a “Party” and, collectively, the “Parties”). Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

RECITALS

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Exhibit 10.1

Coronado Global Resources Inc.

Appointment of Chief Executive Officer and Managing Director

This appointment agreement (“Contract") confirms the express contractual terms and conditions of Barend J. van der Merwe ("the Employee" or "you") appointment to the position of Chief Executive Officer and Managing Director of Coronado Global Resources Inc. (the “Company”) and your employment by Curragh Queensland Mining Pty Ltd. ("Curragh Queensland" or "Employer") as your Employer. When referring to the Coronado Group this refers to the Company, the Employer and any of the companies owned directly or indirectly by the Company.

Commencement and Location of Employment

Unless agreed otherwise, your appointment to this position will commence on 1 August 2026.

Your employment will continue until terminated in accordance with the terms of this Contract.

Your position will be based in Brisbane, Australia; however, in this position, you will be expected to spend time in the United States to perform the inherent requirements of your position.

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July 14, 2026

Sandeep Deoji 

c/o: sdeoji@coronadoglobal.com

PRIVATE AND CONFIDENTIAL

Dear Sandeep,

RE: INTERIM APPOINTMENT CONFIRMATION

I am pleased to confirm your temporary appointment to the role of Interim Chief Financial Officer for Coronado Global Resources, effective 1st August 2026. This appointment will continue until communicated otherwise.

Effective from 1st August 2026, your TEC will be increased to $580,000 per annum (inclusive of tax and superannuation). This increase is provided in recognition of you assuming the responsibilities associated with the Interim Chief Financial Officer role.

All other terms and conditions of your employment will remain unchanged during this time. The increase in TEC will remain in place until communicated otherwise.

We appreciate your willingness to take on this Interim position and look forward to having you as a member of the Leadership Team.

Yours sincerely
/s/ Emma Pollard

Emma Pollard

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Exhibit 10.2

July 14, 2026

Garold Spindler

c/o gspindler@coronadoglobal.com

Dear Gerry,

Appointment as Non-Executive Director

I am pleased to confirm that upon your resignation as Interim Chief Executive Officer of Coronado Global Resources Inc. (Company), effective as of July 31, 2026, your role as a director of the Company will continue but your appointment as Non-Executive Director of the Company will take effect on 1st August 2026.

If you have any questions about this letter or any of the documents that will be provided to you, please contact Philip Peacock, Chief Legal Officer.

Term of appointment and vacation of office

Your role as a director is contingent on, satisfactory performance and re-election in accordance with the Certificate of Incorporation, By-laws and ASX Listing Rules (as applicable).

Following your appointment, you will hold office until:

	·	you resign in writing to the Company; or

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AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

AGREEMENT, dated as of July 8, 2026 among Mark E. Jones, Robyn Jones, The Mark and Robyn Jones Descendants Trust 2014, The Lanni Elaine Romney Family Trust 2014, The Lindy Jean Langston Family Trust 2014, The Camille LaVaun Peterson Family Trust 2014, The Desiree Robyn Coleman Family Trust 2014, The Adrienne Morgan Jones Family Trust 2014, The Mark Evan Jones, Jr. Family Trust 2014, Serena Jones, Lanni Romney, Lindy Langston, Camille Peterson, Desiree Coleman, Adrienne Jones, Mark E. Jones, Jr., and Texas Wasatch Insurance Partners, L.P. (each, together with his, her or its permitted transferees pursuant to Section 8.02(c) of the Amended and Restated Limited Liability Company Agreement of Goosehead Financial, LLC, a “Holder,” and together, the “Holders”) and Goosehead Insurance, Inc. (“Pubco”).

WHEREAS, on May 1, 2018, Pubco consummated an initial public offering (the “IPO”) of its Class A Common Stock, par value $0.01 per share (“Class A Common Stock”);

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FOURTH AMENDMENT

TO

AMESITE INC.

2018 EQUITY INCENTIVE PLAN

** **

THIS FOURTH AMENDMENT TO AMESITE INC. 2018 EQUITY INCENTIVE PLAN (this “Amendment”) of the Amesite Inc. 2018 Equity Incentive Plan (the “Plan”) is made as of July 13, 2026, by the Board of Amesite Inc., a Delaware corporation (the “Company”) pursuant to Section 6.2 of the Plan. All terms used but not defined herein shall have the meaning set forth in the Plan.

RECITALS

**WHEREAS, **the Board of Directors (the “Board”) may amend the Plan pursuant to Section 6.2 of the Plan, provided that no such action shall materially impair the rights of a Participant under any award without such Participant’s consent (the “Amendment Conditions”);

**WHEREAS, **this Amendment satisfies the Amendment Conditions; and

**WHEREAS, **this Amendment has been submitted to the holders of the outstanding stock of the Company (the “Stockholders”) and such Stockholders have approved the adoption of this Amendment.

AGREEMENT

**NOW, THEREFORE, **the Board hereby amends the Plan as follows:

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NON-REDEMPTION AGREEMENT

This Non-Redemption Agreement (this “Agreement”) is entered as of July [●], 2026 by and among Launch One Acquisition Corp., a Cayman Islands exempted company (the “Company”), Launch One Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and each of the undersigned investors, severally and not jointly (collectively referred to herein as, the “Investor”).

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RECITALS

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WHEREAS, the Sponsor was initially issued Class B ordinary shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”) in a private placement prior to the Company’s initial public offering (the “IPO”), which Class B Ordinary Shares were converted into Class A Ordinary Shares (as defined below) on July 6, 2026 (such Class A Ordinary Shares issued upon conversion of the Class B Ordinary Shares, the “Founder Shares”);

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**PURCHASE AGREEMENT **

**between **

**AFS SENSUB CORP. **

**Purchaser **

**and **

**AMERICREDIT FINANCIAL SERVICES, INC. **

**D/B/A GM FINANCIAL **

**Seller **

**Dated as of July 15, 2026 **

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**TABLE OF CONTENTS **

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ASSET REPRESENTATIONS REVIEW AGREEMENT

among

GM FINANCIAL CONSUMER AUTOMOBILE RECEIVABLES TRUST 2026-3,

Issuer

AMERICREDIT FINANCIAL SERVICES, INC.

D/B/A GM FINANCIAL,

Servicer

and

CLAYTON FIXED INCOME SERVICES LLC,

Asset Representations Reviewer

Dated as of July 15, 2026

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TABLE OF CONTENTS

| | | | | | | | | ------------------------------------------------------- | - | ----------------------------------------------------------- | : | - | -: | - | | | | | | | | | | ARTICLE I DEFINITIONS | | | | | 1 | | | Section 1.1. | | Definitions | | | 1 | |

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EXCLUSIVE DISTRIBUTION LICENSE AGREEMENT

** **

This Exclusive Distribution License Agreement (the “Agreement”) is made and effective as of July 7, 2026 (“Effective Date”) by and between **Frenel Inc., **an Israeli company having its principal place of business at Hamelachot 21 Blvd. Modiin, Israel (the “Frenel” or “Company”) and Wrap Technologies Inc., registered at 3350 Virginia Street, Miami, FL. USA 33133 (“Wrap” or “Partner”). Wrap and the Company may be referred to individually as a “Party” or collectively as the “Parties”.

**WHEREAS, **the Company has developed certain proprietary image processing software (IPS) for polarimetric thermal imaging enhancing sensor based spatial perception and anomaly detection for machine vision; and

WHEREAS, Wrap possesses certain knowledge, expertise and business contacts in the relevant markets to introduce the Company to potential customers interested in subscribing to Company’s Solution; and

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INVESTORS’ RIGHTS AGREEMENT

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 7th day of July 2026, by and among FRENEL IMAGING LTD, a company incorporated under the laws of the State of Israel with registration number 516262821 (the “Company”), the persons and entities identified in Schedule 1 attached hereto (collectively, the “Ordinary Holders”), and the persons and entities identified in *Schedule 2 *attached hereto (the “Preferred Holders” and, together with the Ordinary Holders, severally a “Holder” and collectively the “Holders”).

RECITALS

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