Browse EX-10 agreements

** **

AMENDMENT NO. 2

TO

GAXOS.AI INC.

2022 EQUITY INCENTIVE PLAN

** **

Gaxos.AI Inc., a Nevada corporation (the “Company”), hereby amends its 2022 Equity Incentive Plan (the “Plan”) as set forth below, which amendments shall be effective as the date set forth below, but if and only if the Company’s shareholders approve such amendment in accordance with applicable law:

Section 4(a) of the Plan shall be amended and restated in its entirety to read:

(a) Subject to Section 5 hereof, the number of shares of Common Stock that are reserved and available for issuance pursuant to Awards granted under the Plan shall be 1,000,000 shares of Common Stock; provided, that, shares of Common Stock issued under the Plan with respect to an Exempt Award shall not count against such share limit.

Section 4(c) of the Plan shall be amended and restated in its entirety to read:

(c) No more than 1,000,000 Shares shall be issued pursuant to the exercise of ISOs.

…

#480369v9 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (together with each attached Exhibit A (each a “Business Terms Exhibit”) and Exhibit B (the “EU Data Privacy Exhibit”), the “Agreement”), is made as of the date of last signature (the “Effective Date”) by and between Bicara Therapeutics Inc., a Delaware corporation with a principal business address at 116 Huntington Ave., Suite 703, Boston, MA 02116 (“Bicara”), and David Raben, MD with an address at 5558 S. Hillside Street Greenwood, CO 80111 (“Consultant”). Bicara desires to have the benefit of Consultant’s knowledge and experience, and Consultant desires to provide services to Bicara, all as provided in this Agreement. 1. Services. Bicara retains Consultant, and Consultant agrees to provide consulting and advisory services to Bicara as Bicara may from time-to-time reasonably request and as specified in each Business Terms Exhibit (the “Consulting Services”). Any changes to the Consulting Services (and any related compensation adjustments) must be agreed to in writing between Consultant and Bicara prior to implementation of the changes. Bicara acknowledges that Consultant’s services are non- exclusive and that Consultant is engaged in other professional activities. 2. Compensation. As full consideration for Consulting Services provided under this Agreement, Bicara agrees to pay Consultant and reimburse expenses as described in each Business Terms Exhibit. Bicara shall reimburse Consultant for all reasonable, and pre-approved out-of-pocket expenses incurred in connection with the Consulting Services, including

…

bicara.com 116 Huntington Ave. Ste. 703 info@bicara.com Boston, MA 02116 May 7, 2026 By E-Mail David Raben 5558 S. Hillside Street Greenwood, CO 80111 Dear David: This letter confirms your separation from employment and proposes an agreement between Bicara Therapeutics Inc., its existing or future parents, subsidiaries, or affiliated corporations or entities and any division of any of them, as well as any of their successors or assigns (collectively the “Company”) and you. The Company and you are collectively referred to as the “Parties.” Your employment with the Company shall end effective May 7, 2026 (the “Separation Date”). As of the Separation Date, you will not be authorized to enter into any agreements or otherwise perform any work on behalf of the Company except as specifically requested and authorized by the Company. Specifically, during this period of time, the Company reserves the right to utilize your services to assist in the transition of your responsibilities on an as-needed basis to be determined within the Company’s sole discretion. The Company shall pay you for all time worked through the Separation Date, regardless of whether you enter into the agreement proposed below. To the extent you receive medical, dental and/or vision insurance coverage as of the Separation Date, you shall continue to receive those benefits through the last day of the month in which the Separation Date falls. To continue your coverage beyond that date, you must elect COBRA continuation coverage. Such COBRA continuation coverage will be at your own expense, unless otherwise provided

…

BICARA THERAPEUTICS INC.
2026 INDUCEMENT PLAN

SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS

The name of the plan is the Bicara Therapeutics Inc. 2026 Inducement Plan (as amended from time to time, the “Plan”). The purpose of the Plan is to enable Bicara Therapeutics Inc. (the “Company”) and its Affiliates to grant equity awards to induce highly-qualified prospective officers and employees who are Eligible Employees to accept employment and to provide them with a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer alignment of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company or one of its Affiliates. The Company intends that the Plan be reserved for persons to whom the Company may issue securities without stockholder approval as an inducement pursuant to Rule 5635(c)(4) of the Marketplace Rules of The Nasdaq Stock Market LLC.

The following terms shall be defined as set forth below:

“Act”means the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder.

“Administrator”means either the Board or the compensation committee of the Board or a similar committee performing the functions of the compensation committee that is comprised of not less than two Non-Employee Directors who are independent.

…

August 5, 2026

Mr. Michael Whitehead

mandnwhitehead@icloud.com

Re:    Updated offer of employment from Matthews International Corporation

Dear Michael,

On behalf of the Board of Directors and pursuant to recent communications, I am pleased to re-extend an updated offer of employment to join Matthews International Corporation ("Matthews" and/or the “Company”) as President and Chief Executive Officer. This letter outlines the principal terms and conditions of your employment and reflects the Board's continued confidence in your leadership and ability to guide the Company's future growth and success.

Effective as of your mutually agreed upon start date (the “Start Date”), you shall assume the role as President and Chief Executive Officer of the Company and will report directly to the Board of Directors. This revised offer and the mutually agreed upon Start Date are contingent upon:

1.Your commitment to timely relocate to Pittsburgh within twelve (12) months of the Start Date (the “Relocation Date”);

2.Between the Start Date and the Relocation Date, your commitment that you shall work effectively full-time during the Company’s standard business hours, Monday through Friday, from Matthews’ corporate headquarters at Two NorthShore Center in Pittsburgh, except for necessary and reasonable work-related business travel; and

3.The successful completion of all applicable pre-employment testing and background checks.

…

---

Exhibit 10.3

Execution Version

FEMASYS INC.

3950 Johns Creek Court, Suite 100

Suwanee, Georgia 30024

August 7, 2026

Nantahala Capital Management, LLC

130 Main St., 2nd Floor

New Canaan, CT 06840

Re:	Board Designees — Femasys Inc.

Ladies and Gentlemen:

Reference is hereby made to that Securities Purchase Agreement, dated as of August 7, 2026 (the “Purchase Agreement”), by and among Femasys Inc., a Delaware corporation (the “Company”), and the purchasers party thereto.

In consideration of the mutual covenants contained in this letter agreement (this “Letter Agreement”) and other good and valuable consideration, including the Purchase Agreement, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Company, and Nantahala Capital Management, LLC (the “Lead Investor” and, together with the Company, the “Parties”) hereby agree as follows:

---

1.	Board Designees.

| | |

---

Exhibit 10.2

Execution Version

REGISTRATION RIGHTS AGREEMENT

ThisREGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 7, 2026, is by and among Femasys Inc., a Delaware corporation (the “Company”), and the undersigned Purchasers (each, a “Purchaser,” and collectively, the “Purchasers”).

RECITALS

A.     In connection with the Securities Purchase Agreement by and among the parties hereto, dated as of August 7, 2026 (the “Securities Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement, to issue and sell to each Purchaser (i) shares of Common Stock or Pre-Funded Warrants, and (ii) Common Warrants (each as defined in the Securities Purchase Agreement).

B.      To induce the Purchasers to consummate the transactions contemplated by the Securities Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “1933 Act”), and applicable state securities laws.

AGREEMENT

NOW, THEREFORE,in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each of the Purchasers hereby agree as follows:

1.           Definitions.

…

---

Exhibit 10.1

Execution Version

---

SECURITIES PURCHASE AGREEMENT

BY AND AMONG

FEMASYS INC.

AND

THE PURCHASERS

August 7, 2026

---

---

TABLE OF CONTENTS

\	\	Page
\	\	\
1.1.	Purchase and Sale	1
1.2.	Closing	2
3.1.	Organization	18
3.2.	Authorization	18
3.3.	No Conflict	18

…

PERFORMANCE SHARE AGREEMENT UNDER THE RARE EARTHS AMERICAS, INC. 2026 EQUITY INCENTIVE PLAN

Pursuant to Rare Earths Americas, Inc.’s (the “Company”) 2026 Equity Incentive Plan (the “Plan”), the Company made the following award of performance share units to you (the “PSUs”). The grant is subject to and governed by the Plan generally, and all capitalized terms not defined herein shall have the meanings given to such terms in the Plan.

Notice of Performance Share Award

Participant ______________________________

Grant Date _____________________________

Target Number of PSUs (“Target PSUs”): ______________

Pursuant to the terms and conditions set forth below, you may earn between 0% - 100% of the Target PSUs based on the price of the Company’s shares during the Performance Period. Except as set forth below under “Special Vesting Events,” you must be in Continuous Service (as defined below) from the Grant Date through the vesting of the PSUs in order to earn any PSUs during such Performance Period.

Performance Period = 3 years from Grant Date

Tranche-Based Vesting and Performance Goals

The PSUs are divided into separate tranches. Each tranche will independently vest if the Company’s stock price achieves the specified 20-Day VWAP (Volume-Weighted Average Price) hurdle for that tranche at any time during the Performance Period.

To earn the PSUs in a given tranche, the 20-Day VWAP must equal or exceed the corresponding Stock Price Hurdle for twenty (20) consecutive trading days.

…

Rare Earths Americas, Inc.

Executive Severance and Change in Control Plan

ARTICLE I - PURPOSE

This Executive Severance and Change in Control Plan has been established by Rare Earths Americas, Inc. (the “Company”) on August 12, 2026 (the "Effective Date") to provide Participants with the opportunity to receive severance benefits in the event of certain terminations of employment. The purpose of the Plan is to attract and retain qualified executives. The Plan is intended to be a top hat welfare benefit plan under ERISA.

Capitalized terms used but not otherwise defined herein have the meanings set forth in ARTICLE II.

ARTICLE II - DEFINITIONS

"ACA" has the meaning set forth in Section 4.01(c).

"Administrator" means the Compensation Committee.

"Applicable Severance Multiplier" means the multiplier contained in a Participant's Participation Agreement that is used to determine the amount of severance the Participant may receive if a Qualifying Termination occurs as set out in Article IV hereof.

"Benefit Continuation" has the meaning set forth in Section 4.01(c).

…

THIRD AMENDMENT TO OPTION AND PROJECT EVALUATION AGREEMENT

THIS THIRD AMENDMENT TO THE OPTION AND PROJECT EVALUATION AGREEMENT (the "Third Amendment") is entered into effective July 31, 2026 (the "Amendment Effective Date"), by and among Foothills Rare Earths, LLC, a North Carolina limited liability company ("FRE US"), Foothills Rare Earths Limited, an Australian limited liability company ("FRE"), Southeast Metals LLC, a Virginia limited liability company ("SEM"), Robert B. Cook, James E. Bond, Richard B. Gilliam, and H. Ross Arnold (each a "Member" and collectively, the "Members"). The parties to this Agreement are each referred to as a "Party" and collective the "Parties".

WITNESSETH:

WHEREAS, the Parties entered into that certain Option and Project Evaluation Agreement (the "Option") effective as of December 11, 2020; and

WHEREAS, the Parties entered into that First Amendment to the Option and Project Evaluation Agreement (the "First Amendment") effective as of December 11, 2023; and

WHEREAS, the Parties entered into that Second Amendment to the Option and Project Evaluation Agreement (the "Second Amendment") effective as of July 17, 2025; and

WHEREAS, the Parties desire to change the terms of the Option, as amended, to grant an option to acquire and assume the Weyerhaeuser Mining Lease between Weyerhaeuser Company and Southeast Metals LLC dated effective October 1, 2020 (“Property Agreement”) as listed in Exhibit B of the Option instead of the option to acquire 100% of the ownership interests of SEM; and

…

NEUROPACE, INC.

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY APPROVED BY THE BOARD OF DIRECTORS ON

March 24, 2021

Revised November 18, 2022

Revised October 30, 2024

Revised May 28, 2026

Each member of the Board of Directors (the “Board”) of NeuroPace, Inc. (the “Company”) who is a non-employee director of the Company (each such member, a “Non-Employee Director”) will receive the compensation described in this Non-Employee Director Compensation Policy (the “Director Compensation Policy”) for his or her Board service.

The Director Compensation Policy may be amended at any time at the sole discretion of the Board or the Compensation Committee of the Board.

Annual Cash Compensation

Commencing at the beginning of the f irst calendar quarter following the closing of the initial public offering (the “IPO”) of the Company’s common stock (the “Common Stock”), each Non-Employee Director will receive the cash compensation set forth below for service on the Board. The annual cash compensation amounts will be payable in equal quarterly installments, in arrears following the end of each quarter in which the service occurred, pro-rated for any partial months of service. All annual cash fees are vested upon payment.

1.Annual Board Service Retainer:

(a)All Eligible Directors: $45,000

(b)Chairperson of the Board: $35,000

1.Annual Committee Chair Service Retainer:

a.Chairperson of the Audit Committee: $20,000

b.Chairperson of the Compensation Committee: $15,000

c.Chairperson of the Nominating and Corporate Governance Committee: $10,000

…