Browse EX-10 agreements

August 20, 2026

Kim-Hien Dao, D.O., Ph.D.

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**Re: Confirmatory Offer Letter **

Dear Dr. Dao,

You are currently employed by Electra Therapeutics, Inc. (the “Company”) as Chief Medical 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”).

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August 20, 2026

Quehuong (Kathy) Dong, Pharm.D., M.B.A.

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**Re: Confirmatory Offer Letter **

Dear Dr. Dong,

You are currently employed by Electra Therapeutics, Inc. (the “Company”) as President and Chief Executive 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”).

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August 20, 2026

Chris Clark, C.F.A.

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**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”).

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**ELECTRA THERAPEUTICS, INC. **

**NON-EMPLOYEE DIRECTOR COMPENSATION POLICY **

**ADOPTED: AUGUST 19, 2026 **

**EFFECTIVE DATE:      **

Each member of the Board of Directors (the “Board”) who is not also serving as an employee of or consultant to Electra Therapeutics, Inc. (the “Company”) or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Non-Employee Director Compensation Policy (this “Policy”) for his or her Board service upon and following the date of the underwriting agreement between the Company and the underwriters managing the initial public offering of the Company’s common stock (the “Common Stock”), pursuant to which the Common Stock is priced in such initial public offering (the “Effective Date”). An Eligible Director may decline all or any portion of his or her or their compensation by giving notice to the Company prior to the date cash may be paid or equity awards are to be granted, as the case may be. This Policy is effective as of the Effective Date and may be amended at any time in the sole discretion of the Board.

**Annual Cash Compensation **

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**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”):

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ELECTRA THERAPEUTICS, INC.

2022 STOCK PLAN

ADOPTED ON FEBRUARY 7, 2022

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**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 | | | | | | | | | | | SECTION 3. | | ELIGIBILITY. | | | 1 | | | | | | | | | | | (a) | | General Rule | | | 1 | | | | | | | | | | | (b) | | Ten-Percent Stockholders | | | 1 | |

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**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.

(b) The Plan includes two components: a 423 Component and a Non-423 Component. The Company intends (but makes no undertaking or representation to maintain) the 423 Component to qualify as an Employee Stock Purchase Plan. The provisions of the 423 Component, accordingly, will be construed in a manner that is consistent with the requirements of Section 423 of the Code. In addition, this Plan authorizes grants of Purchase Rights under the Non-423 Component that do not meet the requirements of an Employee Stock Purchase Plan. Except as otherwise provided in the Plan or determined by the Board, the Non-423 Component will operate and be administered in the same manner as the 423 Component. In addition, the Company may make separate Offerings which vary in terms (provided that such terms are not inconsistent with the provisions of the

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**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.

Optionholder:
Date of Grant:
Vesting Commencement Date:
Number of Shares Subject to Option:
Exercise Price Per Share:
Total Exercise Price:
Expiration Date:

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**ELECTRA THERAPEUTICS, INC. **

**2026 EQUITY INCENTIVE PLAN **

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

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

1.	**GENERAL. **

(a) Plan Purpose. The Company, by means of the Plan, seeks to secure and retain the services of Employees, Directors and Consultants, to provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and to provide a means by which such persons may be given an opportunity to benefit from increases in value of the Common Stock through the granting of Awards.

(b) Types of Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options; (ii) Nonstatutory Stock Options; (iii) Stock Appreciation Rights; (iv) Restricted Stock Awards; (v) Restricted Stock Unit Awards; (vi) Performance Awards; and (vii) Other Awards.

(c) **Effective Date. **The Plan will come into existence on the Effective Date and no Award may be granted prior to the Effective Date.

**2. SHARES SUBJECT TO THE PLAN. **

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***INDEMNIFICATION AGREEMENT ***

This Indemnification Agreement is dated as of _________, 20__ (this “Agreement”) and is between Electra Therapeutics, 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.

The parties by this Agreement desire to set forth their agreement regarding indemnification and the advancement of expenses.

In consideration of Indemnitee’s service to the Company, the covenants and agreements set forth below and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Section****** 1.** Indemnification.

To the fullest extent permitted by the General Corporation Law of the State of Delaware (the “DGCL”):

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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

This Amended and Restated Promissory Note (this “Note”) amends and restates the Amended and Restated Promissory Note, dated as of September 16, 2025 (the “Original Note”) from Giant Oak Acquisition Corporation, a British Virgin Islands corporation and blank check company (the “Maker”), payable to the order of Blue Engine Management Corp. or its registered assigns or successors in interest (the “Payee”). The terms, conditions and provisions of the Original Note, all amendments to and/or restatements of the Original Note made or purported to be made prior to the date hereof, are hereby amended and restated in their entirety effective as of the date hereof so that henceforth the terms, conditions and provisions of the Original Note shall read and be as set forth in this Note and Maker agrees to comply with and be subject to

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