Browse EX-10 agreements

**ELECTRA THERAPEUTICS, INC. **

**SEVERANCE PLAN **

**AND **

**SUMMARY PLAN DESCRIPTION **

**APPROVED BY THE BOARD OF DIRECTORS: AUGUST 19, 2026 **

1. Introduction. The purpose of this Electra Therapeutics, Inc. Severance Plan (the “Plan”) is to provide specified severance benefits to eligible employees of the Company (as defined below) whose employment is terminated by the Company or a successor under certain circumstances. This Plan is an “employee welfare benefit plan,” as defined in Section 3(1) of ERISA (as defined below). Effective as of the Effective Date, this Plan shall supersede any existing severance plan or individual agreement between the Company and any Covered Employee (as defined below) and any other plan, policy or practice, whether written or unwritten, maintained by the Company with respect to a Covered Employee, in each case to the extent that such agreement, plan, policy or practice provides for equity acceleration or severance benefits upon the Covered Employee’s separation from the Company. This document constitutes both the written instrument under w

…

ELECTRA THERAPEUTICS, INC.

2022 STOCK PLAN

ADOPTED ON FEBRUARY 7, 2022

---

**TABLE OF CONTENTS **

**Page **

| | | | | | | | | ---------- | - | --------------------------------------------------- | - | - | : | - | | | | | | | | | | SECTION 1. | | ESTABLISHMENT AND PURPOSE. | | | 1 | | | | | | | | | | | SECTION 2. | | ADMINISTRATION. | | | 1 | | | | | | | | | | | (a) | | Committees of the Board of Directors | | | 1 | | | | | | | | | | | (b) | | Authority of the Board of Directors | | | 1 | | | | | | | | | |

…

August 20, 2026

Chris Clark, C.F.A.

[***]

**Re: Confirmatory Offer Letter **

Dear Mr. Clark,

You are currently employed by Electra Therapeutics, Inc. (the “Company”) as Chief Financial Officer. This letter agreement (“Agreement”) confirms the existing terms and conditions of your continuing employment in that role. This Agreement is contingent and shall only be effective immediately prior to such time as the U.S. Securities and Exchange Commission declares the Company’s registration statement on Form S-1 for its initial public offering effective (such date, the “Effective Date”).

…

**ELECTRA THERAPEUTICS, INC. **

**2026 EMPLOYEE STOCK PURCHASE PLAN **

**ADOPTED BY THE BOARD OF DIRECTORS: AUGUST 19, 2026 **

**APPROVED BY THE STOCKHOLDERS: _______, 2026 **

1.	**GENERAL; PURPOSE. **

(a) The Plan provides a means by which Eligible Employees of the Company and certain Designated Companies may be given an opportunity to purchase Shares. The Plan permits the Company to grant a series of Purchase Rights to Eligible Employees under an Employee Stock Purchase Plan. In addition, the Plan permits the Company to grant a series of Purchase Rights to Eligible Employees who do not meet the requirements of an Employee Stock Purchase Plan.

…

**ELECTRA THERAPEUTICS, INC. **

**STOCK OPTION GRANT NOTICE **

**(2026 EQUITY INCENTIVE PLAN) **

Electra Therapeutics, Inc. (the “Company”), pursuant to the Company’s 2026 Equity Incentive Plan (the “Plan”), has granted to you (“Optionholder”) an option to purchase the number of Shares set forth below (the “Option”). Your Option is subject to all of the terms and conditions as set forth herein and in the Plan, and the Stock Option Agreement and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Stock Option Agreement will have the meanings set forth in the Plan or the Stock Option Agreement, as applicable.

…

**ELECTRA THERAPEUTICS, INC. 2022 STOCK PLAN **

**NOTICE OF STOCK OPTION GRANT (INSTALLMENT EXERCISE) **

The Optionee has been granted the following option to purchase shares of the Common Stock of Electra Therapeutics, Inc. (the “Company”):

| | | | | |

…

THIS PROMISSORY NOTE (“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 COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

AMENDED AND RESTATED PROMISSORY NOTE

Principal Amount:  Up to $1,000,000	Dated as of August 28, 2026
	New York, New York

…

EXHIBIT 10.4.7

o

Target Corporation 2020 Long-Term Incentive Plan

RESTRICTED STOCK UNIT AGREEMENT

(Officer)

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made in Minneapolis, Minnesota as of the date of grant (the “Grant Date”) set forth in the award letter (the “Award Letter”) by and between the Company and the person (the “Team Member”) identified in the Award Letter. This award (the “Award”) of Restricted Stock Units (“RSUs”), provided to you as a Service Provider, is being issued under the Target Corporation 2020 Long-Term Incentive Plan (the “Plan”), subject to the following terms and conditions.

1.    Definitions. Except as otherwise provided in this Agreement, the defined terms used in this Agreement shall have the same meaning as in the Plan. The term “Committee” shall also include those persons to whom authority has been delegated under the Plan.

2.    Grant of RSUs. Subject to the relevant terms of the Plan and this Agreement, as of the Grant Date, the Company has granted the Team Member the number of RSUs set forth in the Award Letter.

…

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of the Effective Date (as defined herein), by and among Northpointe Bancshares, Inc. (“Company”), Northpointe Bank (“Bank”), a wholly owned subsidiary of the Company, and Joseph B. Long (“Executive”). Company, Bank, and Executive are sometimes referred to herein collectively as the “Parties,” and each is sometimes referred to herein individually as a “Party.”

BACKGROUND

WHEREAS, the Parties desire to enter an employment agreement to memorialize the terms of Executive’s employment.

NOW, THEREFORE, in consideration of the payments, consents, and acknowledgements described below, in consideration of Executive’s employment with Company and Bank, and in consideration of other good and valuable consideration, the receipt and sufficiency of all of which is hereby acknowledged, the Parties agree as follows:

…

**REGISTRATION RIGHTS AGREEMENT **

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 27, 2026, is entered into by and among Quoin Pharmaceuticals Ltd., a company organized under the laws of Israel (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:

…

EXCHANGE AGREEMENT

This Exchange Agreement (this “Agreement”), dated as of August 27, 2026, is made by and between Quoin Pharmaceuticals Ltd., an Israeli company (the “Company”), and _________, an individual (the “2020 Noteholder”).

WHEREAS, the 2020 Noteholder purchased a promissory note from Quoin Pharmaceuticals, Inc. (“Quoin Inc.”), in the original principal amount of $____________, dated October 2, 2020 (the “2020 Note”);

Whereas, in connection with the merger transaction (the “Merger”) with Cellect Biotechnology Ltd., the outstanding principal and accrued but unpaid interest of the 2020 Note was to automatically convert into shares of the Company;

WHEREAS, the capitalization table for the Merger closing neglected to account for accrued interest on the 2020 Notes and therefore, the shares of the Company issued to the 2020 Noteholder was under-allocated;

Whereas, the 2020 Noteholder is owed accrued and unpaid interest related to the 2020 Note in an amount equal to $____________ (the “Outstanding Debt”).

…