Browse EX-10 agreements

Exhibit 10.1

 

SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of July 1, 2026, between Elicio Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

 

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, Securities (as defined below) of the Company as more fully described in this Agreement.

 

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

 

ARTICLE I. DEFINITIONS

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Exhibit 10.2

 

PLACEMENT AGENCY AGREEMENT

 

July 1, 2026

 

Titan Partners Group LLC,

a division of American Capital Partners, LLC

4 World Trade Center, 49th Floor

New York, NY 10007

As lead placement agent

 

Ladies and Gentlemen:

 

Introductory. This Placement Agency Agreement (this “Agreement”) sets forth the terms upon which Titan Partners Group LLC, a division of American Capital Partners, LLC (“Titan Partners”) and B Riley Securities, Inc. (“B Riley” and collectively with Titan Partners, the “Placement Agents”), shall be engaged by Elicio Therapeutics, Inc., a Delaware corporation (the “Company”), to act as the lead Placement Agent in connection with the registered direct offering (hereinafter referred to as the “Placement”) of shares of common stock, par value $0.01 per share (the “Common Stock” and the Common Stock offered in the Placement, the “Placement Securities”), of the Company.

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COOPERATION AGREEMENT

 

This COOPERATION AGREEMENT (this “Agreement”) is made and entered into as of July 1, 2026, by and among Vaxart, Inc., a Delaware corporation (the “Company”), on the one hand, and Daniel P. Houle, a citizen of the United States, Mark Silverberg, DDS, MD, a citizen of the United States, Matthew M. Wallace, MD, a citizen of the United States, Patrice Raffy, a citizen of Switzerland, Q3 Nominees Pty Ltd., a company organized under the laws of Australia, and Marc Eustace Pereira, a citizen of Australia (collectively the “Stockholder Group”), on the other hand. The Company and the Stockholder Group are each herein referred to as a “party” and collectively, the “parties.” Capitalized terms used herein and not otherwise defined shall have the meanings set forth in Section 15 of this Agreement.

WHEREAS, the Stockholder Group currently beneficially owns an aggregate of 1,515,343 shares of the Company’s common stock, $0.0001 par value (the “Common Stock”), representing approximately 0.6% of the outstanding shares of Common Stock;

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STABLECOINX INC.

INDEMNIFICATION AGREEMENT

 

This Indemnification Agreement (this “Agreement”) is dated as of _________, and is between StablecoinX Inc., a Delaware corporation (the “Company”), and ____________ (“Indemnitee”).

 

RECITALS

 

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

 

WHEREAS, the Certificate of Incorporation (as amended and/or restated from time to time, the “Charter”) and the Bylaws (as amended and/or restated from time to time, the “Bylaws”) of the Company require indemnification of the officers and directors of the Company;

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STABLECOINX INC. 2026 STOCK INCENTIVE PLAN

 

RESTRICTED STOCK UNIT AWARD NOTICE

 

StablecoinX Inc. (the “Company”) has granted to you a Restricted Stock Unit award (the “Award”) pursuant to the Company’s 2026 Stock Incentive Plan (as amended from time to time, the “Plan”). The Award is subject to all the terms and conditions set forth in this Restricted Stock Unit Award Notice (this “RSU Notice”), the Restricted Stock Unit Award Agreement (the “RSU Agreement”) (the RSU Notice and the RSU Agreement, collectively, the “Award Agreement”), and the Plan (the terms of which are incorporated into this Award Agreement by reference in their entirety). Capitalized terms used but not defined in this Award Agreement have the same meanings as in the Plan.

 

Participant:

____________________________

 

 

Grant Date:  

____________________________

 

 

Number of Restricted Stock Units:  

____________________________

 

 

Vesting Schedule:

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STABLECOINX INC. 2026 STOCK INCENTIVE PLAN

Section 1. Purpose of Plan.

The name of the Plan is the StablecoinX Inc. 2026 Stock Incentive Plan (the “Plan”). The purposes of the Plan are to provide an additional incentive to selected Officers, Employees, Non-Employee Directors and Consultants of the Company or its Subsidiaries (each as hereinafter defined) whose contributions are essential to the growth and success of the business of the Company and its Subsidiaries, in order to strengthen the commitment of such persons to the Company and its Subsidiaries, motivate such persons to faithfully and diligently perform their responsibilities and attract and retain competent and dedicated persons whose efforts will result in the long-term growth and profitability of the Company and its Subsidiaries. To accomplish such purposes, the Plan provides that the Company may grant Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Stock Bonuses, Other Stock-Based Awards, Cash Awards or any combination of the foregoing.

 

Section 2. Definitions.

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Confidential portions of this exhibit have been omitted because they are both (i) not material and (ii) are the type of information that the registrant treats as private or confidential. The redacted terms have been marked at the appropriate place with “[***].”

 

DVN SERVICE AGREEMENT

This DVN Service Agreement (this “Agreement”) is entered into and effective on April 14, 2026 (the “Effective Date”), by and between Ethena OpCo Ltd., with its registered business address at Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands (“Ethena”), and StablecoinX Assets Inc., a Delaware corporation with its principal place of business at 6160 Warren Pkwy, Suite 100, Frisco, TX 75034 (“StablecoinX” or the “Service Provider”). Ethena and StablecoinX may be referred to individually herein as a “Party” and collectively as the “Parties.”

RECITALS

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STABLECOINX ASSETS INC.

(as the Partner)

 

and

 

ETHENA OPCO LTD.

(as Ethena)

 

 

 

DISTRIBUTION PARTNERSHIP AGREEMENT

 

**** 

 

THIS AGREEMENT is dated May 22, 2026

 

BETWEEN

 

1

STABLECOINX ASSETS INC., a Delaware corporation (together with its successors and permitted assigns, the Partner); and

 

2

ETHENA OPCO LTD., a company registered in the British Virgin Islands with registration number 2138855, with its registered office at Craigmuir Chambers, PO Box 71, Road Town, Tortola VG1110, British Virgin Islands (Ethena).

 

BACKGROUND

 

A

The Parties entered into a memorandum of understanding on 14 April 2026 (the MOU) pursuant to which the Parties agreed to negotiate an agreement whereby the Partner would act as a distribution partner for Ethena for the distribution of the Ethena Products.

 

 

B

This Agreement is the ‘Final Agreement’ as contemplated by and defined in the MOU.

 

IT IS AGREED as follows:

 

1

INTERPRETATION

 

1.1

In this Agreement:

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AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 25, 2026, is made and entered into by and among each of StablecoinX Inc., a Delaware corporation (the “Company”), certain former shareholders of TLGY Acquisition Corp. (the “SPAC” and such shareholders, the “Legacy SPAC Shareholders”), certain former shareholders (the “Legacy Opco Shareholders”) of StablecoinX Assets Inc. (“Opco”), and Ethena OpCo Ltd. (“Ethena” and, together with the Legacy SPAC Shareholders and the Legacy Opco Shareholders, the “Significant Holders”), and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each, a “Holder” and collectively, the “Holders”). Capitalized terms used but not defined herein shall have the meaning assigned to such terms in the Business Combination Agreement (as defined below).

 

RECITALS

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ARES ACQUISITION CORPORATION III

 

c/o Ares Management LLC

245 Park Avenue, 44th Floor

New York, NY 10167

 

June 29, 2026

 

Ares Acquisition Holdings III LP

c/o Ares Management LLC

245 Park Avenue, 44th Floor

New York, NY 10167

 

Ladies and Gentlemen:

 

This letter agreement (this “Letter”) by and between Ares Acquisition Corporation III, a Cayman Islands exempted company (the “Company”) and Ares Acquisition Holdings III LP, a Cayman Islands exempted limited partnership, acting through its general partner, Ares Acquisition Holdings III (the “Sponsor”) dated as of the date set forth above, confirms our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement on Form S-1 (Registration No. 333-296746) (as amended, the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of the Company and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registra

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INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Investment Management Trust Agreement (this “Agreement”) is made on June 29, 2026 by and between Ares Acquisition Corporation III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

 

WHEREAS, the Company’s registration statement on Form S-1, File No. 333-296746 (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering (the “Offering”) of the Company’s units (the “Units”), each of which consists of one Class A ordinary share, par value $0.0001 per share (the “Ordinary Shares”), and one-tenth of one redeemable warrant, has been declared effective as of the date of this Agreement by the U.S. Securities and Exchange Commission;

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REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT

 

THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of July 1, 2026, is made and entered into by and among Ares Acquisition Corporation III, a Cayman Islands exempted company (the “Company”), and Ares Acquisition Holdings III LP, a Cayman Islands exempted limited partnership (the “Sponsor”) (the Sponsor together with any person or entity who becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).

 

RECITALS

 

WHEREAS, the Company has 9,918,750 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued and outstanding, up to 43,750 of which will be surrendered to the Company for no consideration depending on the extent to which the underwriters of the Company’s initial public offering exercise their remaining over-allotment option;

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