Browse EX-10 agreements

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [●]th day of [●], 2026, by and among New Iceland Arctic Acquisition Corp., a Cayman Islands exempted company (the “Company”), New Iceland Arctic Acquisition Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), Chardan Capital Markets, LLC (“Chardan”), and the undersigned parties listed under Investors on the signature page hereto (each, a “Holder” and collectively, the “Holders”).

RECITALS

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PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT

This PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of the [●] day of [●] 2026, by and between New Iceland Arctic Acquisition Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at 1300 Jackson Street, Suite 100, Golden, CO 80401, and New Iceland Arctic Acquisition Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of __________, 2026 by and between New Iceland Arctic Acquisition Corp., 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-_______) (the “Registration Statement”), including a prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), one half of one redeemable public warrant, each whole public warrant entitling the holder thereof to purchase one Ordinary Share, and one right to receive one-fifth of one Class A ordinary share (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commiss

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of ______, 2026, between Laser Photonics Corporation, 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 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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LOCK-UP AGREEMENT

______, 2026

H.C. Wainwright & Co., LLC,

as placement agent in the Offering (as defined below)

	Re:	Offering (as defined below) by Laser Photonics Corporation (the “Company”)

Ladies and Gentlemen:

The undersigned irrevocably agrees with the Company that, from the date hereof until thirty (30) days following the closing of the Company’s offering of registered securities pursuant to an effective registration statement on Form S-1 (File No. 333-____) (the “Offering”) (such period, the “Restriction Period”) for which Offering H.C. Wainwright & Co., LLC (the “Placement Agent”) is acting as exclusive placement agent of the Company, the undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by ac

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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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