Browse EX-10 agreements

Amaero Inc.

Non-Employee Director Compensation Policy

This Non-Employee Director Compensation Policy (the “Policy”) sets forth the compensation to be provided to each non-employee director of the Company (each, an “Eligible Director”), unless such Eligible Director declines or waives in advance the receipt of such cash or equity compensation by written notice to the Company. This Policy supersedes any existing Company policy regarding cash compensation and grants of equity awards to its Non-Employee Directors. Each Non-Employee Director will be solely responsible for any tax obligations incurred by such Non-Employee Director as a result of any compensation such Non-Employee Director receives under this Policy.

CASH COMPENSATION

•

Annual Retainer. An annual cash retainer of $115,000 for each Eligible Director serving on the Board.

•

Additional Annual Retainers – Committee Chair. An additional annual cash retainer for serving as a chair of specified committees of the Board:

o

The chair of the Audit Committee of the Board shall receive an additional $25,000 annually; and

o

The chair of the Compensation Committee of the Board shall receive an additional $20,000 annually.

All cash compensation shall be payable quarterly in arrears, and pro-rated for the Eligible Director’s period of service on the Board or service as committee chair, as applicable.

EQUITY COMPENSATION

…

Employee Incentive
Plan

AmaeroInternationalLtd

ACN633 541 634

ApprovedbyBoardandShareholderson18October2019, as amended 29 August 2023

---

CONTENTS

1.	DEFINITIONSANDINTERPRETATION	1
2.	PURPOSE	8
3.	COMMENCEMENT	8
4.	MAXIMUM ALLOCATION	8
5.	ELIGIBILITY AND GRANT	8
6.	OPERATION OF PLAN	11
7.	OPTION TERMS	12
8.	EXERCISE OF OPTIONS	14
9.	EMPLOYEE SHARE TRUST	14
10.	PERFORMANCE RIGHT TERMS	14

…

AMAERO INC.

2026 EQUITY INCENTIVE PLAN

1.

Purposes of the Plan. The purposes of the Plan are:

•

to attract and retain the best available personnel for positions of substantial responsibility,

•

to provide additional incentive to Employees, Directors and Consultants, and

•

to promote the success of the Company’s business.

The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units and Performance Awards.

2.

Definitions. As used herein, the following definitions will apply:

2.1

“Administrator” means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of the Plan.

2.2

“Applicable Laws” means the legal and regulatory requirements relating to the administration of equity-based awards, including but not limited to the related issuance of shares of Common Stock (including in the form of CDIs), including but not limited to, under U.S. federal and state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted (including, while the Company is listed on the ASX, the ASX Listing Rules) and the applicable laws of any non-U.S. country or jurisdiction where Awards are, or will be, granted under the Plan.

2.3

“ASX” means ASX Limited ABN 98 008 624 691, or the securities market which it operates, as the context requires.

2.4

“ASX Listing Rules” means the official listing rules, market rules and operating rules of the ASX.

2.5

…

AMAERO INC.

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between Amaero Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).

RECITALS

A.

Indemnitee’s service to the Company substantially benefits the Company.

B.

Individuals are reluctant to serve as directors or officers of corporations or in certain other capacities unless they are provided with adequate protection through insurance or indemnification against the risks of claims and actions against them arising out of such service.

C.

Indemnitee does not regard the protection currently provided by applicable law, the Company’s governing documents and any insurance as adequate under the present circumstances, and Indemnitee may not be willing to serve as a director or officer without additional protection.

D.

In order to induce Indemnitee to continue to provide services to the Company, it is reasonable, prudent and necessary for the Company to contractually obligate itself to indemnify, and to advance expenses on behalf of, Indemnitee as permitted by applicable law.

E.

This Agreement is a supplement to and in furtherance of the indemnification provided in the Company’s certificate of incorporation and bylaws, and any resolutions adopted pursuant thereto, and this Agreement shall not be deemed a substitute therefor, nor shall this Agreement be deemed to limit, diminish or abrogate any rights of Indemnitee thereunder.

The parties therefore agree as follows:

1.

Definitions.

(a)

…

​

Exhibit 10.39

​

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS EXHIBIT MARKED BY [***] HAS BEEN OMITTED BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL

​

ASSIGNMENT AND EXCLUSIVE LICENSE AGREEMENT

** (Amylin Target)**

This Assignment and Exclusive License Agreement (Amylin Target) (together with all Exhibits attached hereto, this “Agreement”) is made effective as of August 27, 2026 (the “Effective Date”), by and between iBio, Inc., a corporation organized under the laws of the State of Delaware, located at 11750 Sorrento Valley Road, Suite 200, San Diego, California 92121 (“iBio”), and AstralBio, Inc., a corporation organized under the laws of Delaware, located at 867 Boylston Street, 5th Floor #1833, Boston, Massachusetts 02116 (“AstralBio”).  iBio and AstralBio are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”  Capitalized terms used in this Agreement have the meanings assigned to them in Article 1 below or where otherwise defined in this Agreement.

RECITALS

…

FOURTH AMENDMENT TO THE

MIFFLINBURG BANK AND TRUST COMPANY

SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

DATED FEBRUARY 4, 2005 FOR

THOMAS L. EBERHART

THIS FOURTH AMENDMENT is entered into this _28_ day of August 2026, by and between Central Penn Bank & Trust, formerly Mifflinburg Bank and Trust Company, (the “Bank”) and Thomas L. Eberhart (the “Executive”).

WHEREAS, the Bank and the Executive executed a Supplemental Executive Retirement Agreement on February 4, 2005 (as amended, the “Agreement”); and

WHEREAS, the Bank and the Executive now wish to amend the Agreement to increase the Executive’s benefits;

NOW, THEREFORE, the Bank and the Executive amend the Agreement as follows:

Section 2.1.1 of the Agreement shall be replaced by the following:

2.1.1         Amount of Benefit. The annual benefit under this Section 2.1 is Seventy-Nine Thousand Dollars ($79,000).

The Schedule A attached to and made part of the Agreement shall be replaced by the Schedule A attached hereto.

The remaining provisions of the Agreement shall remain unchanged and unaffected by this Amendment.

IN WITNESS WHEREOF, the Executive and a duly authorized representative of the Bank have executed this Fourth Amendment as indicated below:

…

THIRD AMENDMENT TO THE

MIFFLINBURG BANK AND TRUST COMPANY

SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT DATED AUGUST 7, 2009 FOR THOMAS C. GRAVER JR.

THIS THIRD AMENDMENT is entered into this _28_ day of August 2026, by and between Central Penn Bank & Trust, formerly Mifflinburg Bank and Trust Company, (the “Bank”) and Thomas C. Graver Jr. (the “Executive”).

WHEREAS, the Bank and the Executive executed a Supplemental Executive Retirement Agreement on August 7, 2009 (as amended, the “Agreement”); and

WHEREAS, the Bank and the Executive now wish to amend the Agreement to increase the Executive’s benefits;

NOW, THEREFORE, the Bank and the Executive amend the Agreement as follows:

Section 2.1.1 of the Agreement shall be replaced by the following:

2.1.1         Amount of Benefit. The annual benefit under this Section 2.1 is One Hundred Seventeen Thousand Dollars ($117,000).

The Schedule A attached to and made part of the Agreement shall be replaced by the Schedule A attached hereto.

The remaining provisions of the Agreement shall remain unchanged and unaffected by this Amendment.

IN WITNESS WHEREOF, the Executive and a duly authorized representative of the Bank have executed this Third Amendment as of the date indicated above.

…

THIRD AMENDMENT TO THE

MIFFLINBURG BANK AND TRUST COMPANY

SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT DATED AUGUST 7, 2009 FOR JEFFREY J. KAPSAR

THIS THIRD AMENDMENT is entered into this _28_ day of August 2026, by and between Central Penn Bank & Trust, formerly Mifflinburg Bank and Trust Company, (the “Bank”) and Jeffrey J. Kapsar (the “Executive”).

WHEREAS, the Bank and the Executive executed a Supplemental Executive Retirement Agreement on August 7, 2009 (as amended, the “Agreement”); and

WHEREAS, the Bank and the Executive now wish to amend the Agreement to increase the Executive’s benefits;

NOW, THEREFORE, the Bank and the Executive amend the Agreement as follows:

Section 2.1.1 of the Agreement shall be replaced by the following:

2.1.1         Amount of Benefit. The annual benefit under this Section 2.1 is One Hundred Fifty-Seven Thousand Dollars ($157,000).

The Schedule A attached to and made part of the Agreement shall be replaced by the Schedule A attached hereto.

The remaining provisions of the Agreement shall remain unchanged and unaffected by this Amendment.

IN WITNESS WHEREOF, the Executive and a duly authorized representative of the Bank have executed this Third Amendment as of the date indicated above.

…

CENTRAL PENN BANK & TRUST SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT DATED AUGUST 28 , 2026 FOR J. TODD TROXELL

This Supplemental Executive Retirement Agreement (the “Agreement”), by and between Central Penn Bank & Trust (the “Employer”) and J. Todd Troxell (the “Executive”), made this _28_ day of August 2026, formalizes the agreements and understanding between the Employer and the Executive.

WITNESSETH:

WHEREAS, the Executive is employed by the Employer;

WHEREAS, the Employer recognizes the valuable services the Executive has performed for the Employer and wishes to encourage the Executive’s continued employment and to provide the Executive with additional incentive to achieve corporate objectives;

WHEREAS, the Employer wishes to provide the terms and conditions upon which the Employer shall pay additional retirement benefits to the Executive;

WHEREAS, the Employer and the Executive intend this Agreement shall at all times be administered and interpreted in compliance with Code Section 409A; and

WHEREAS, the Employer intends this Agreement shall at all times be administered and interpreted in such a manner as to constitute an unfunded nonqualified deferred compensation arrangement, maintained primarily to provide supplemental retirement benefits for the Executive, a member of select group of management or highly compensated employee of the Employer;

NOW THEREFORE, in consideration of the premises and of the mutual promises herein contained, the Employer and the Executive agree as follows:

ARTICLE 1

DEFINITIONS

…

A.G.P./Alliance Global Partners
590 Madison Avenue, 28th Floor
New York, NY 10022

August 26, 2026

Pluri Inc.
MATAM Advanced Technology Park, Building No. 5
Haifa, Israel 3508409
Attention: Liat Zalts

Re:	Placement Agency Agreement

Dear Ms. Zalts:

Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners, as the sole placement agent (“A.G.P.”) (A.G.P. is also referred to herein as the “Placement Agent”), and Pluri Inc., a Nevada corporation (the “Company”), the parties hereby agree that the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of registered securities of the Company, consisting of: (i) the Company’s common shares, par value $0.00001 per share (“Common Shares”); (ii) Warrants to purchase Common Shares (the “Common Warrants”); and (iii) Pre-Funded Warrants to purchase Common Shares (the “Pre-Funded Warrants”, and together with the Common Warrants, the “Warrants”). The Common Shares and Warrants actually placed by the Placement Agent are referred to herein as the “Placement Agent Securities.” The Common Shares and the Pre-Funded Warrants shall be offered and sold under the Company’s registration statement on Form S-3 (File No. 333-273347), which was declared effective by the Securities and Exchange Commission (the “Commission”) on September 21,

…

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of August 26, 2026, between Pluri Inc., a Nevada corporation (the “Company”), and each of the purchasers identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act” or “Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder as to the Shares (as defined below), the Pre-Funded Warrants (as defined below) and the Pre-Funded Warrant Shares (as defined below); and an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulation D thereunder as to the Common Warrants (as defined below) and the Common Warrant Shares (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:

1	DEFINITIONS

…

AIR Limited

RULES OF THE AIR

MANAGEMENT INCENTIVE PLAN

Adoption date: May 2024

Amended: September 2025

SLAUGHTER AND MAY

One Bunhill Row

London EC1Y 8YY

Ref: PRL/AZUM

584697409

---

Table of Contents

Contents		Page
1.	Grant of Awards	5
2.	Types of Awards	8
3.	Vesting of Awards	8
4.	Consequences of Vesting of Awards	10
5.	Recovery of Awards	12
6.	Leaving the Group	14
7.	Adjustment of Awards	16
8.	Takeovers and corporate events	16
9.	Exchange of Awards	18
10.	Terms of employment	18
11.	General	19

…