Browse EX-10 agreements

August 26, 2026

Nicholas C. Smith

VIA EMAIL/DOCUSIGN

Re:    Promotion and Retention Agreement

Dear Nick,

As you know, you are currently employed at Alto Neuroscience, Inc. (the “Company”) as Chief Financial Officer and Chief Business Officer pursuant to the terms of an offer letter dated November 20, 2023, as amended by a letter agreement dated January 16, 2024 (together, the “Offer Letter”). Effective as of August 26, 2026 (the “Effective Date”), you are being promoted to President and Chief Financial Officer. In connection with this promotion, the Company is offering you the enhanced compensation terms set forth in this Promotion and Retention Agreement.

You are eligible to earn a retention payment equal to $6,000,000 (the “Retention Payment”). The Retention Payment will be paid in two installments: 50% of the Retention Payment ($3,000,000) will be paid within ten (10) days after the Effective Date, and the second 50% ($3,000,000) will be paid on the one-year anniversary of the Effective Date. Both payments will be subject to standard deductions and withholdings.

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION HAS BEEN MARKED AS “[REDACTED]”. CERTAIN SCHEDULES OR SIMILAR ATTACHMENTS HAVE BEEN OMITTED FROM THIS EXHIBIT IN ACCORDANCE WITH ITEM 601(a)(5) OF REGULATION S-K.

DATED 11 AUGUST 2026

PROJECT GROUND BIDCO LIMITED

AND

PROJECT GROUND DE BIDCO GMBH

AND

ACTEON GROUP OPERATIONS (UK) LIMITED

SHARE PURCHASE AGREEMENT

**SIDLEY AUSTIN LLP
**70 ST MARY AXE
LONDON EC3A 8BE
UNITED KINGDOM

TED DB / 103510-10140

CONTENTS

Clause		Page
1.	Interpretation	3
2.	SALE AND PURCHASE	34
3.	CONSIDERATION	35
4.	COMPLETION	37
5.	COMPLETION ACCOUNTS	42
6.	ADJUSTMENT TO CONSIDERATION	45

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION HAS BEEN MARKED AS “[REDACTED]”.

Confidential	Execution Version
	YIC/1001402419
	€500m Facility Agreement

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Confidential

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION HAS BEEN MARKED AS “[REDACTED]”.

Dated 10 July 2026

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Execution Version

AMENDMENT LETTER

PRIVATE & CONFIDENTIAL

	From:	The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch as facility agent under the Facility Agreement (defined below) (the Facility Agent)

To:	Cadeler A/S (the Original Borrower)

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Confidential

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION HAS BEEN MARKED AS “[REDACTED]”.

Increase Confirmation

To: The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch as Facility Agent

From: CADELER A/S as Borrower

Dated: 10 July 2026

Dear Sir / Madam

Cadeler - Facility Agreement dated 24 November 2025 (the Facility Agreement)

	1	We refer to the Facility Agreement. This agreement (the Agreement) shall take effect as an Increase Confirmation for the purpose of the Facility Agreement. Terms defined in the Facility Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement.

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION HAS BEEN MARKED AS “[REDACTED]”.

Form of Increase Confirmation

	To:	**The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch **as Facility Agent

From:	**CADELER A/S **as Borrower
Dated:	21 May 2026

Dear Sirs

**Cadeler **- Facility Agreement dated 24 November 2025 (the Facility Agreement)

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION HAS BEEN MARKED AS “[REDACTED]”.

Form of Increase Confirmation

	To:	**The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch **as Facility Agent

From:	**CADELER A/S **as Borrower
Dated:	21 May 2026

Dear Sirs

**Cadeler **- Facility Agreement dated 24 November 2025 (the Facility Agreement)

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION HAS BEEN MARKED AS “[REDACTED]”.

Form of Increase Confirmation

	To:	**The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch **as Facility Agent

From:	**CADELER A/S **as Borrower
Dated:	21 May 2026

Dear Sirs

Cadeler - Facility Agreement dated 24 November 2025 (the Facility Agreement)

…

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION HAS BEEN MARKED AS “[REDACTED]”.

Private & Confidential	Execution Version YIC/1001257491

	Dated        28 April       2026

**CADELER A/S
**as Borrower

DNB BANK ASA
as Agent

DNB BANK ASA
as Security Agent

DNB BANK ASA
as EIFO Agent

guaranteed by
WIND ORCA LIMITED
WIND OSPREY LIMITED
WIND SCYLLA LIMITED
CADELER INTERNATIONAL LIMITED
CADELER HOLDINGS LIMITED
CADELER UK LIMITED
SEAJACKS 3 JAPAN LLC
SEAJACKS JAPAN LLC

THIRD SUPPLEMENTAL AGREEMENT
relating to a Facilities Agreement
dated 7 December 2023

Contents

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION HAS BEEN MARKED AS “[REDACTED]”.

SHIPBUILDING CONTRACT

FOR

THE CONSTRUCTION AND SALE

OF

ONE (1)

WIND TURBINE INSTALLATION VESSEL

(HULL NO. N1491)

BY AND BETWEEN

CADELER A/S

AS BUYER

AND

COSCO SHIPPING (QIDONG) OFFSHORE CO., LTD.

AS BUILDER

DATED 11 AUGUST 2026

[Based on amended BIMCO Newbuildcon]

Contents

PART I	- 1 -
PART II	- 7 -
DEFINITIONS	- 7 -
INTERPRETATION	- 9 -

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION HAS BEEN MARKED AS “[REDACTED]”.

SHIPBUILDING CONTRACT

FOR

THE CONSTRUCTION AND SALE

OF

ONE (1)

WIND TURBINE INSTALLATION VESSEL

(HULL NO. N1490)

BY AND BETWEEN

CADELER A/S

AS BUYER

AND

COSCO SHIPPING (QIDONG) OFFSHORE CO., LTD.

AS BUILDER

DATED 11 AUGUST 2026

[Based on amended BIMCO Newbuildcon]

Contents

PART I		1
PART II		7
DEFINITIONS		7
INTERPRETATION		9
SECTION 1 – VESSEL		9

…