Browse EX-10 agreements

Execution Version

EXCHANGE AGREEMENT

 

This EXCHANGE AGREEMENT (this “Agreement”) is dated as of June 11, 2026, by and among Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the noteholders listed on Exhibit A attached to this Agreement (each, a “Holder” and together, the “Holders”).

WHEREAS, the Company and the Holders are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”);

WHEREAS, each Holder is the holder of one or more convertible promissory notes originally issued by Azora Therapeutics, Inc. (“Azora”) to such Holder (collectively, the “Notes”), in the aggregate principal amounts set forth opposite such Holder’s name on Exhibit A;

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Ex. 10.1

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is entered into and is effective as of _____________ by and between AGNT, Inc., a Texas corporation (the “Company”), and the undersigned indemnitee (the “Indemnitee”).

RECITALS

WHEREAS, the Board of Directors has determined that the inability to attract and retain qualified persons as directors and officers is detrimental to the best interests of the Company’s shareholders and that the Company should act to assure such persons that there shall be adequate certainty of protection through insurance and indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the Company;

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J.P. Morgan Real Estate Income Trust, Inc.

 

Amended and Restated

INDEPENDENT DIRECTOR COMPENSATION POLICY

 

Effective Date

 

On May 14, 2026, the Board of Directors (the “Board”) of J.P. Morgan Real Estate Income Trust, Inc. (the “Company”) adopted this Amended and Restated Independent Director Compensation Policy (the “Policy”), to be effective as of July 1, 2026. This policy supersedes in its entirety that policy approved by the Board on June 1, 2022. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the J.P. Morgan Real Estate Income Trust, Inc. Independent Director Restricted Stock Plan (the “Plan”).

 

Eligibility

 

This Policy shall apply to directors of the Company who meet the requirements set forth for an “independent director” in the Company’s Charter.

 

Compensation

 

The following shall remain in effect until changed by the Board (collectively, the “Compensation”):

 

Annual Retainer: $100,000

Audit Committee Chair Annual Retainer: $10,000

 

Stock Ownership Policy

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TRILLER GROUP INC.

2026 EQUITY INCENTIVE PLAN

1.

PURPOSE OF THE PLAN; DEFINITIONS

 

The name of the plan is the Triller Group Inc. 2026 Equity Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the Employees, Non-Employee Directors and Consultants of Triller Group Inc. (the “Company”) and its Affiliates 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.

 

The following terms shall be defined as set forth below unless the context otherwise requires:

 

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

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SECURITIES PURCHASE AGREEMENT

 

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of June 10, 2026, by and among Edesa Biotech, Inc., a British Columbia corporation (the “Company”), and each of the entities listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”).

 

WHEREAS, the Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act and, for any Investor resident in a province or territory of Canada, pursuant to available exemptions from Canadian prospectus requirements under NI 45-106 (as defined below);

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REGISTRATION RIGHTS AGREEMENT

 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 10, 2026, is entered into by and among Edesa Biotech, Inc., a British Columbia corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and among the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

 

WHEREAS:

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AMENDED AND RESTATED

EMPLOYMENT, CONFIDENTIALITY AND NONCOMPETE AGREEMENT

 

Build-A-Bear Workshop, Inc., a Delaware corporation (“Company”), and David Henderson (“Employee”) entered into a Employment, Confidentiality and Noncompete Agreement effective as of September 16, 2024 (the “Prior Agreement”). This Employment, Confidentiality and Noncompete Agreement (this “Agreement”) is entered into effective as of June 11, 2026 (the “Effective Date”) by and between Company and Employee and completely amends and supersedes the Prior Agreement.

 

WHEREAS, Company and the Employee wish to amend and restate the Prior Agreement to reflect the Employee’s promotion from the position of Chief Revenue Officer to Chief Growth Officer of Company, such promotion to be effective on the Effective Date.

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PREFERRED STOCK PURCHASE AGREEMENT

THIS PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of June 9, 2026 (“Execution Date”), is by and among Jaguar Health, Inc., a Delaware corporation (the “Company”), and the accredited investor named on the signature page to this Agreement (the “Buyer”).

RECITALS

 

 

A.

The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.

 

 

B.

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 9, 2026 (the “Execution Date”), is entered into by and between Jaguar Health, Inc., a Delaware corporation (the “Company”), and the accredited investor named on the signature page to this Agreement (the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Preferred Stock Purchase Agreement by and between the parties hereto, dated as of the Execution Date (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

WHEREAS:

A. Upon the terms and subject to the conditions of the Purchase Agreement, the Company has agreed to issue to the Investor, and the Investor has agreed to purchase, up to $2,400,000 of the Company’s Series P Non-Convertible Preferred Stock pursuant to the Purchase Agreement (such shares, the “Purchase Shares”), that are redeemable into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”); and

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 9, 2026 (the “Execution Date”), is entered into by and between Jaguar Health, Inc., a Delaware corporation (the “Company”), and the accredited investor named on the signature page to this Agreement (the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement, dated as of the date hereof, by and between the parties hereto, dated as of the Execution Date (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

WHEREAS:

A. The Company and the Buyer have entered into the Purchase Agreement, pursuant to which the Company may issue to the Buyer, from time to time, up to the lesser of (a) $40,000,000 and (b) 19.99% of the Company’s outstanding common stock, par value $0.0001 per share (the “Common Stock”) as of the date of this Agreement, unless shareholder approval is obtained to issue more than such 19.99%; and

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COMMON STOCK PURCHASE AGREEMENT

This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of June 9, 2026 (this “Agreement”), by and among C/M Capital Partners, LP, a [ ] limited liability company (the “Investor”), and Jaguar Health, Inc., a Delaware corporation (the “Company”).

RECITALS

WHEREAS, the parties desire that, upon the terms and subject to the conditions and limitations set forth herein, the Company may issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to the lesser of (a) $40,000,000 and (b) 19.99% of the Company’s outstanding shares of Common Stock as of the date of this Agreement, unless (i) stockholder approval is obtained to issue more than such 19.99% (“Stockholder Approval”) or (ii) the price of applicable sales of Common Stock to the Investor under this Agreement equals or exceeds the lower of (A) the official Closing Sale Price on the Eligible Market on which the Company’s Common Stock is then listed or quoted for trading immediately precedi

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AMENDED AND RESTATED COMPENSATION AGREEMENT

This AMENDED AND RESTATED COMPENSATION AGREEMENT (this “Agreement”) is entered into as of June 5, 2026 (the “Effective Date”), by and between Eightco Holdings Inc., a Texas corporation (the “Company”), and Kevin O’Donnell (the “Executive”), and amends and restates in its entirety that certain Compensation Agreement dated September 8, 2025, by and between the Company and Executive (the “Original Agreement”).

 

RECITALS

WHEREAS, the Company and Executive entered into the Original Agreement, pursuant to which Executive has been serving as the Company’s Chief Executive Officer; and

 

WHEREAS, the Company and Executive desire to amend and restate the Original Agreement in its entirety to, among other things, extend the term of Executive’s employment and modify certain compensation and termination provisions, on the terms and conditions set forth herein; and

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