Browse EX-10 agreements

June 30, 2026 Mohamed Zaki 2501 Washington Lane Bethlehem, PA 18015 Dear Mohamed, ADC Therapeutics, Inc. (the “Company”) is pleased to offer you this Incentive Award Letter Agreement. The Company values your continued contributions to its business and wishes to incentivize you to remain employed by the Company. Subject to the terms and conditions set forth herein, the Company will pay you a cash incentive award in the amount of $568,974 (the “Cash Incentive Award”) and you will be granted an award of 213,900 restricted stock units (the “RSU Award,” together with the Cash Incentive Award, the “Incentive Awards”). 1. The Cash Incentive Award shall be subject to the terms and conditions set forth below: (a) The Cash Incentive Award will be paid to you on or about July 15, 2026. (b) To be eligible to retain the Cash Incentive Award, you must continue to perform the duties specified in the Employment Agreement between you and the Company, dated December 22, 2023 (the “Employment Agreement”) and otherwise reasonably assigned to you by the Board of Directors in a satisfactory manner and in compliance with all of the Company’s policies and procedures, and you must remain employed in good standing with the Company, for the period of time between the date hereof and the Retention Date in order to fully earn the Cash Incentive Award. For purposes of this Incentive Award Letter Agreement, “Retention Date” means June 30, 2027. (c) If you (i) do not perform your duties (including any newly-assigned duties following the date hereof) satisfactorily through the Retention Date, or (ii) your

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June 30, 2026 Pepe Carmona 721 Thomas Road Philadelphia, PA 19118 Dear Pepe, ADC Therapeutics, Inc. (the “Company”) is pleased to offer you this Incentive Award Letter Agreement. The Company values your continued contributions to its business and wishes to incentivize you to remain employed by the Company. Subject to the terms and conditions set forth herein, the Company will pay you a cash incentive award in the amount of $541,842 (the “Cash Incentive Award”) and you will be granted an award of 203,700 restricted stock units (the “RSU Award,” together with the Cash Incentive Award, the “Incentive Awards”). 1. The Cash Incentive Award shall be subject to the terms and conditions set forth below: (a) The Cash Incentive Award will be paid to you on or about July 15, 2026. (b) To be eligible to retain the Cash Incentive Award, you must continue to perform the duties specified in the Employment Agreement between you and the Company, dated December 22, 2023 (the “Employment Agreement”) and otherwise reasonably assigned to you by the Board of Directors in a satisfactory manner and in compliance with all of the Company’s policies and procedures, and you must remain employed in good standing with the Company, for the period of time between the date hereof and the Retention Date in order to fully earn the Cash Incentive Award. For purposes of this Incentive Award Letter Agreement, “Retention Date” means June 30, 2027. (c) If you (i) do not perform your duties (including any newly-assigned duties following the date hereof) satisfactorily through the Retention Date, or (ii) your

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June 30, 2026 Ameet Mallik 84 Garfield Ave Madison, NJ 07940 Dear Ameet, ADC Therapeutics, Inc. (the “Company”) is pleased to offer you this Incentive Award Letter Agreement. The Company values your continued contributions to its business and wishes to incentivize you to remain employed by the Company. Subject to the terms and conditions set forth herein, the Company will pay you a cash incentive award in the amount of $1,795,500 (the “Cash Incentive Award”) and you will be granted an award of 675,000 restricted stock units (the “RSU Award,” together with the Cash Incentive Award, the “Incentive Awards”). 1. The Cash Incentive Award shall be subject to the terms and conditions set forth below: (a) The Cash Incentive Award will be paid to you on or about July 15, 2026. (b) To be eligible to retain the Cash Incentive Award, you must continue to perform the duties specified in the Employment Agreement between you and the Company, dated December 20, 2023 (the “Employment Agreement”) and otherwise reasonably assigned to you by the Board of Directors in a satisfactory manner and in compliance with all of the Company’s policies and procedures, and you must remain employed in good standing with the Company, for the period of time between the date hereof and the Retention Date in order to fully earn the Cash Incentive Award. For purposes of this Incentive Award Letter Agreement, “Retention Date” means the earlier to occur of (i) June 30, 2027, or (ii) a Change in Control (as defined in the ADC Therapeutics SA Conditional Share Capital Plan (the “Equity Plan”)). (c) If you (i) do

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL.

LOAN AND SECURITY AGREEMENT

THIS LOAN AND SECURITY AGREEMENT is made and dated as of June 24, 2026 and is entered into by and among 4D MOLECULAR THERAPEUTICS, INC., a Delaware corporation (“Company”), and each other Person that has delivered a Joinder Agreement pursuant to Section 7.13from time to time party hereto (together with Company, individually or collectively, as the context may require, “Borrower”), the several banks and other financial institutions or entities from time to time party hereto (each, a “Lender”, and collectively “Lenders”) and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and Lenders (in such capacity, including any successors or assigns, “Agent”).

RECITALS

A. Borrower has requested Lenders make available to Borrower up to seven (7) tranches of term loans in an aggregate principal amount of up to Two Hundred Million Dollars ($200,000,000) (the “Term Loans”); and

B. Lenders are willing to make the Term Loans on the terms and conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, Borrower, Agent and Lenders agree as follows:

SECTION 1. DEFINITIONS AND RULES OF CONSTRUCTION

1.1Unless otherwise defined herein, the following capitalized terms shall have the following meanings:

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2025 STOCK OPTION AND INCENTIVE PLAN

I. GENERAL

1.

Purpose. This 2025 Stock Option and Incentive Plan (the “Plan”) of ImmuCell Corporation (the Company) is intended to advance the interests of the Company by providing certain of its employees and certain other individuals providing services to the Company with an additional incentive, encouraging stock ownership by such individuals, increasing their proprietary interest in the success of the Company and encouraging them to remain employees of the Company or service providers for the Company.

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DATE 6****th** May 2026**

NORBROOK LABORATORIES LIMITED

AND

IMMUCELL CORPORATION

SETTLEMENT DEED

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THIS SETTLEMENT DEED is made on 6****th** May 2026**

BETWEEN

1.	NORBROOK LABORATORIES LIMITED (company registration number NI007665) whose registered office is at Station Works, Camlough Road, Newry, Co. Down, Northern Ireland, BT35 6JP (“Norbrook”); and

2.	IMMUCELL CORPORATION, a corporation duly organised and existing under the laws of the State of Delaware, United States of America (USA) having its principal office at 56 Evergreen Drive, Portland, Maine 04103 (“ImmuCell”);

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FIRST AMENDMENT

TO THE

INFRARED CAMERAS HOLDINGS, INC. 2023 INCENTIVE AWARD PLAN

This FIRST AMENDMENT TO THE INFRARED CAMERAS HOLDINGS, INC. 2023 INCENTIVE AWARD PLAN (this “Amendment”), effective as of June 4, 2025, is made and entered into by MultiSensor AI Holdings, Inc. (f/k/a, Infrared Cameras Holdings, Inc.), a Delaware corporation (the “Company”). Terms used in this Amendment with initial capital letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the Infrared Cameras Holdings, Inc. 2023 Incentive Award Plan (the “Plan”).

RECITALS

WHEREAS, Section 10.4 of the Plan provides that the Board of Directors of the Company (the “Board”) may amend the Plan at any time and from time to time;

WHEREAS, the Board desires to amend the Plan to increase the aggregate number of shares of Common Stock that may be issued under the Plan as set forth in Section 11.24 of the Plan by an additional three million, four hundred thousand (3,400,000) shares of Common Stock; and

WHEREAS, the Board intends to submit this Amendment to the Company’s stockholders for their approval.

NOW, THEREFORE, in accordance with Section 10.4 of the Plan, the Company hereby amends the Plan as follows:

1.       Section 4.3 of the Plan is hereby amended by deleting said section in its entirety and substituting in lieu thereof the following new Section 4.3:

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CapsoVision, Inc.

Shares of Common Stock

(par value $0.001 per share)

Controlled Equity OfferingSM

Sales Agreement

August 13, 2026

Cantor Fitzgerald & Co.

110 East 59thStreet

New York, NY 10022

Ladies and Gentlemen:

CapsoVision, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:

1.    Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell to or through the Agent, as sales agent or principal, shares of common stock (the “Placement Shares”) of the Company, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $100,000,000; provided, however, that in no event shall the Company issue or sell through the Agent such number or dollar amount of Placement Shares that would (a) exceed the number or dollar amount of shares of Common Stock registered on the effective Registration Statement (defined below) pursuant to which the offering is being made, (b) exceed the number of authorized but unissued shares of Common Stock (less shares of Common Stock issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized capital stock), (c) exceed the number or dollar amount of shares of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) exceed the number or dollar amount of

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Limited Waiver, Consent, and Amendment No. 3 to Credit Agreement

This LIMITED WAIVER, CONSENT, AND AMENDMENT NO. 3 TO CREDIT AGREEMENT dated as of August 6, 2026 (this “Consent and Amendment”), is among SOLUNA DVSL COMPUTECO, LLC, a Delaware limited liability company (“Dorothy 1A Borrower”), SOLUNA DVSL II COMPUTECO, LLC, a Delaware limited liability company (“Dorothy 2 Borrower”), SOLUNA KK I COMPUTECO LLC, a Delaware limited liability company (the “Tranche B Borrower”), and SOLUNA DV WIND SPONSORCO, LLC, a Delaware limited liability company (the “Tranche C Borrower”, and together with the Dorothy 1A Borrower, the Dorothy 2 Borrower and the Tranche B Borrower, the “Borrowers”); and GENERATE LENDING, LLC, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”, and together with the Administrative Agent, collectively, the “Agents” and each an “Agent”).

R e c i t a l s

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					OptimizeRx Corporation260 Charles Street, Suite 302Waltham, MA 02453

May 11, 2026

Theresa Greco

[XXXX]

[XXXX]

RE: Separation Agreement and Release of Claims; Advisory Terms & Conditions

Dear Theresa,

As we’ve discussed, OptimizeRx Corporation, a Nevada corporation (the “Company”), has determined that it is necessary to lower its operational expenses and realign its organizational structure and, as such, has made the difficult decision to eliminate your position of Chief Commercial Officer. The purpose of this letter agreement (this “Agreement”) is to establish an amicable arrangement for ending your employment relationship with, and to set forth the terms of your separation from, the Company.1The Severance Payments described below are contingent on your agreement to, and compliance with, the terms of this Agreement, including your signing and not revoking of this Agreement. This Agreement will become effective and enforceable on the eighth (8th) day after you sign it, provided it is not revoked before that time (the “Effective Date”).

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Exhibit 10.3

Executive Employment Agreement

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement")is made effective as of the 30th day of June 2026 (the "Effective Date"), by and between Nuwellis, Inc., a Delaware corporation (the "Company")and Michael K. McCormick (the "Executive")

Recitals

Whereas, the Board of Directors of the Company (the "Board")has determined that it is in the best interests of the Company and its stockholders to employ the Executive as of the Effective Date;

Whereas, the Company and the Executive desire to enter into this Agreement to embody the terms of the Executive's employment relationship; and

Whereas, this Agreement shall represent the entire understanding and agreement between the parties with respect to the Executive's employment with the Company.

Agreement

Now, Therefore, in consideration of the foregoing and the terms and conditions set forth herein, the parties agree as follows:

1.

Employment Period. The Company hereby agrees to continue the Executive in its employ, and the Executive hereby agrees to remain in the employ of the Company subject to the terms and conditions of this Agreement, for the Employment Period. The "Employment Period" shall mean the period commencing on the Effective Date and ending on the twelve (12) month anniversary of the Commencement Date, unless previously terminated in accordance with Section 3. The Employment Period may be extended by the mutual agreement of the Executive and the Company.

(a)

Position and Duties.

(i)

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