Browse EX-10 agreements

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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THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

** **

Principal Amount: Up to $250,000	Dated as of August 17, 2026 New York, New York

** **

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**Legion Capital Acquisition Corp. **

189 Mason Street

Greenwich, CT 06830

August 17, 2026

Legion Capital Acquisition Corp.

189 Mason Street

Greenwich, CT 06830

RE:	Securities Subscription Agreement

Ladies and Gentlemen:

Legion Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Legion Capital Partners, LLC, a Delaware limited liability company, (the “Subscriber” or “you”) has made to subscribe for 7,666,667 Class B ordinary shares of the Company (the “Shares”), US$0.0001 par value per share (the “Class B Ordinary Shares”), up to 1,000,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s proposed initial public offering (“IPO”) of units (“Units”) do not fully exercise their over allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Ordina

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CALL OPTION AGREEMENT

This Call Option Agreement (this “Agreement”), is entered into as of January 13, 2026, between Menachem Shalom (the “Purchaser”) and Esousa Group Holdings LLC, a New York limited liability company (the “Beneficial Holder”).

WHEREAS, the Purchaser and the Beneficial Holder are parties to that certain Stock Transfer Agreement (the “Purchase Agreement”), whereby the Beneficial Holder purchased from Purchaser 1,250,000 shares of Class A common stock, par value $0.0001 per share (the “Shares”), of Star 26 Capital, Inc., a Nevada corporation (the “Company”); and

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CALL OPTION AGREEMENT

This Call Option Agreement (this “Agreement”), is entered into as of January 13, 2026, between Menachem Shalom (the “Purchaser”) and Esousa Group Holdings LLC, a New York limited liability company (the “Beneficial Holder”).

WHEREAS, the Purchaser and the Beneficial Holder are parties to that certain Stock Transfer Agreement (the “Purchase Agreement”), whereby the Beneficial Holder purchased from Purchaser 1,250,000 shares of Class A common stock, par value $0.0001 per share (the “Shares”), of Star 26 Capital, Inc., a Nevada corporation (the “Company”); and

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SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of August 13, 2026, by and between VenHub Global, Inc., a Nevada corporation (the “Company”), and Craig Horn (the “Investor”).

Recitals

A. The Company and the Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the provisions of Regulation D (“Regulation D”), as promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act; and

B. The Investor wishes to purchase from the Company, and the Company wishes to sell and issue to the Investor, upon the terms and conditions stated in this Agreement, 500,000 shares of the Company’s Common Stock (the “Shares”) for $1.00 (the “Purchase Price”).

In consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

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**OURA INC. **

**RESTRICTED STOCK UNIT AWARD AGREEMENT (NON-PLAN) **

Name of Grantee:		*                             *
No. of Restricted Stock Units:		*                             *
Grant Date:		*                             *
Vesting Commencement Date:		*                             *
Expiration Date:		*                             *1

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**OURA INC. **

**2026 SHARE OPTION AND GRANT PLAN **

SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS

The name of the plan is the Oura Inc. 2026 Share Option and Grant Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, directors, and Consultants of Oura Inc., a Delaware corporation (including any successor entity, the “Company”) and its Subsidiaries, 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.

The following terms shall be defined as set forth below:

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***INDEMNIFICATION AND ADVANCEMENT AGREEMENT ***

This Indemnification and Advancement Agreement (“Agreement”) is made as of [DATE], 202[6] by and between Oura Inc., a Delaware corporation (the “Company”), and [NAME], [a member of the Board of Directors/an officer/an employee/an agent] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering indemnification and advancement of expenses.

**RECITALS **

WHEREAS, the Board of Directors of the Company (the “Board”) believes that highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers, or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification and advancement of expenses against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

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**OURA INC. **

**AMENDED AND RESTATED EQUITY PLAN 2016 **

The shareholders of Oura Health Oy (previously JouZen Oy) have previously decided by unanimous written resolutions dated 5 September 2016 and 8 October 2019 and by the decision of the shareholders’ meeting held on 17 December 2021, as amended by the decision of the shareholders’ meeting held on 11 March 2022 in connection with the 23-for-1 stock split, to authorize the Board of Directors of Oura Health Oy, and the Board of Directors of Oura Health Oy has decided on 21 April 2022 based on the above authorizations to approve this Amended and Restated Equity Plan 2016, to issue Options to employees, consultants, advisors, managers and members of the boards of directors of Oura Health Oy and its Subsidiaries (if any) as set out herein. Oura Health Oy’s Board of Directors has on 28 January 2026 resolved to amend the terms of this Plan. On March 31, 2026, in connection with a series of transactions whereby Oura Health Oy became a subsidiary of Oura Inc., by unanimous written consent of Oura Inc.’s Board of Directors, Oura Inc. ass

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