Browse EX-10 agreements

THIRD AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF

J.P. MORGAN REIT OPERATING PARTNERSHIP, L.P.

A DELAWARE LIMITED PARTNERSHIP

APRIL 17, 2026

LEGAL/51094661v2

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TABLE OF CONTENTS

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ARTICLE 1     DEFINED TERMS					1

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FIFTH AMENDED AND RESTATED ADVISORY AGREEMENT

AMONG

J.P. MORGAN REAL ESTATE INCOME TRUST, INC.,

J.P. MORGAN REIT OPERATING PARTNERSHIP, L.P.,

AND

J.P. MORGAN INVESTMENT MANAGEMENT INC.

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TABLE OF CONTENTS

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1.						DEFINITIONS	1
2.						APPOINTMENT	6
3.						DUTIES OF THE ADVISER	6
4.						AUTHORITY OF ADVISER	8

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J.P. MORGAN REAL ESTATE INCOME TRUST, INC.

AMENDED AND RESTATED

INDEPENDENT DIRECTOR COMPENSATION POLICY

Effective Date

On May 14, 2026, the Board of Directors (the “Board”) of J.P. Morgan Real Estate Income Trust, Inc.(the “Company”) adopted this Amended and Restated Independent Director Compensation Policy (the “Policy”), to be effective as of July 1, 2026. This policy supersedes in its entirety that policy approved by the Board on June 1, 2022. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the J.P. Morgan Real Estate Income Trust, Inc.Independent Director Restricted Stock Plan (the “Plan”).

Eligibility

This Policy shall apply to directors of the Company who meet the requirements set forth for an “independent director” in the Company’s Charter.

Compensation

The following shall remain in effect until changed by the Board (collectively, the “Compensation”):

Annual Retainer:                $100,000

Audit Committee Chair Annual Retainer:    $10,000

Stock Ownership Policy

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FOURTH AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF

J.P. MORGAN REIT OPERATING PARTNERSHIP, L.P.

A DELAWARE LIMITED PARTNERSHIP

AUGUST 10, 2026

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TABLE OF CONTENTS

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ARTICLE 1     DEFINED TERMS					1

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MONOPAR THERAPEUTICS INC.

2026 Stock Incentive Plan

NONQUALIFIED STOCK OPTION AGREEMENT

THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made as of [[grantdate]] (the “Grant Date”) between MONOPAR THERAPEUTICS INC. (the “Company”) and [[firstname]] [[lastname]] (referred to herein as “Participant”). Terms used in this Agreement with initial capital letters without definitions are defined in the Monopar Therapeutics Inc. 2026 Stock Incentive Plan (the “Plan”) and have the same meaning in this Agreement.

The Participant and the Company are entering into this Agreement with the understanding that the options granted hereunder are granted in full satisfaction of any and all prior oral and/or written commitments from the Company to grant to Participant options to purchase shares of the Company.

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MONOPAR THERAPEUTICS INC.

2026 Stock Incentive Plan

INCENTIVE STOCK OPTION AGREEMENT

THIS INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) is made as of **[[grantdate]] **(the “Grant Date”) between MONOPAR THERAPEUTICS INC. (the “Company”) and [[firstname]] [[lastname]] (referred to herein as “Participant”). Terms used in this Agreement with initial capital letters without definitions are defined in the Monopar Therapeutics Inc. 2026 Stock Incentive Plan (the “Plan”) and have the same meaning in this Agreement.

1.    Option Shares. On the Grant Date, the Company hereby grants to Participant the option (the “Option”) to purchase [[sharesgranted]] shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), pursuant and subject to the terms of the Plan, a copy of which has been delivered or made available to Participant and is incorporated herein by reference. The Option granted hereby is an Incentive Stock Option.

2.    Exercise Price. The purchase price per Share upon exercise of the Option is [[grantprice]].

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MONOPAR THERAPEUTICS INC.

2026 Stock Incentive Plan

RESTRICTED STOCK UNIT GRANT NOTICE

Monopar Therapeutics Inc. (the “Company”) has awarded to Awardee the number of restricted stock units under its 2026 Stock Incentive Plan (the “Plan”) set forth below (the “Award”).

Awardee:		[[firstname]] [[lastname]]

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Adrian Quartel

March 27, 2026

Re: Employment Terms

Dear Adrian,

Spruce Biosciences, Inc., a Delaware corporation (the “Company”), is pleased to offer you full-time employment in the regular exempt position of Chief Medical Officer effective as of July 27, 2026, in which you will be responsible for such duties as are normally associated with such position or as otherwise determined by your supervisor. You will report to Javier Szwarcberg, the Chief Executive Officer, or such other individual as the Company may designate. Your position will be headquartered in our offices located in South San Francisco, California, or such other location as the Company may designate, except for such travel as may be necessary to fulfill your responsibilities. In the course of your employment with Company, you will be subject to and required to comply with all company policies, and applicable laws and regulations.

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Stock PURCHASE AGREEMENT

ThisStock Purchase Agreement(this“Agreement”), dated as of August 7, 2026, is made by and amongSpruce Biosciences, Inc., a Delaware corporation (the“Company”), and the Purchasers listed onExhibit Ahereto, together with their respective successors and assigns (each, a “Purchaser” and collectively, the“Purchasers”).

Recitals

A.The Company and the Purchasers are executing and delivering this Agreement in reliance upon the exemption from the registration requirement of Section 5 of the Securities Act afforded by Section 4(a)(2) thereof and/or Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the SEC under the Securities Act.

B.The Purchasers, severally, and not jointly, desire to purchase from the Company, and the Company desires to sell to the Purchasers, upon the terms and conditions stated in this Agreement, shares (the “Shares”)of the Company’s common stock, par value $0.0001 per share (“Common Stock”) having an aggregate purchase price of $5,500,000.

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Exhibit 10.3

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”.

THIRD AMENDMENT TO LEASE

THIS THIRD AMENDMENT TO LEASE (this “Third Amendment”) is entered into effective as of June 15, 2026, by and between UCITY SQUARE ONE OWNER, LLC, a Delaware limited liability company (“Landlord”), and CENTURY THERAPEUTICS, INC., a Delaware corporation (“Tenant”).

RECITALS

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AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

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This Amended and Restated Executive Employment Agreement (the “Agreement”) is made and entered into by and between Century Therapeutics, Inc., a Delaware corporation (the “Company”) and Chad Cowan (“Executive”), and will become effective as of **June 15, 2026 **(the “Effective Date”). Except with respect to the Equity Documents, the Continuing Obligations, and the Retention Awards (each, as defined below), this Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation the Executive Employment Agreement dated September 13, 2024 (collectively, the “Prior Agreement”).

Introduction

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WHEREAS, the Company desires to continue to employ Executive on the terms and conditions set forth herein;

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WHEREAS, Executive desires to continue to be employed by the Company on such terms and conditions; and

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Exhibit 10.1

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. INFORMATION THAT WAS OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”.

EXCLUSIVE LICENSE AGREEMENT

for MSK’s Technology

[***]

TABLE OF CONTENTS

PREAMBLE ARTICLES:	​ ​ ​	​
1.	​	DEFINITIONS
2.	​	GRANT
3.	​	SUBLICENSES
4.	​	DILIGENCE

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