Browse EX-10 agreements

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) between Theriva Biologics, Inc., a Nevada corporation, (the “Company”), and Steven A. Shallcross (the “Executive”) is effective as of August 10, 2026 (the “Effective Date”) and replaces and supersedes the employment agreement between the Executive and the Company, dated March 3, 2025 (the “Prior Agreement”).

W I T N E S S E T H:

WHEREAS, the Executive has been employed by the Company as its President, Chief Executive Officer and Chief Financial Officer pursuant to the terms of the Prior Agreement;

WHEREAS, the Company desires to continue to employ the Executive as its President, Chief Executive Officer and Chief Financial Officer and the Executive desires to accept such employment, on the terms and conditions set forth in this Agreement; and

WHEREAS, the Company and the Executive have mutually agreed that, as of the Effective Date, this Agreement shall replace the Prior Employment Agreement in its entirety.

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AMENDMENT NO. 1
TO THE PROTARA THERAPEUTICS, INC.
2024 EQUITY INCENTIVE PLAN, AS AMENDED

THIS AMENDMENT NO. 1 to the Protara Therapeutics, Inc. 2024 Equity Incentive Plan, as Amended (the “Plan”) is approved by the Board of Directors of Protara Therapeutics, Inc., a corporation organized under the laws of the State of Delaware (the “Company”) as of April 8, 2026 to be effective as set forth herein.

WHEREAS, the Company previously established the Plan; and

WHEREAS, the Company now desires to amend the Plan to increase (i) the aggregate number of shares of Company common stock (“Stock”) available for issuance under the Plan and (ii) the number of shares of Stock issued pursuant to incentive options under the Plan (collectively, the “Proposed Amendments”).

NOW, THEREFORE, the Plan is hereby amended, as follows:

Section 4.1(a) of the Plan is hereby amended by deleting the present section in its entirety and substituting the following in lieu thereof:

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CERTAIN PERSONALLY IDENTIFIABLE INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(a)(6) OF REGULATION S-K. THE OMITTED INFORMATION IS INDICATED BY “[***].”

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STRICTLY PRIVATE & CONFIDENTIAL

ADDRESSEE ONLY

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Áine Miller

[***]

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18 June 2026

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Dear Áine,

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Further to my letter dated 13 March 2026, I now wish to confirm the severance terms on offer to you and the conditions for acceptance of same.

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This Letter

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This Letter is sent to you on a without prejudice basis and without admission of liability on the part of Theravance Biopharma Ireland Limited (“the Company”). However, once it is accepted by you, it will serve as a compromise and settlement of all claims and demands (if any) made or which may be made by you, arising from your employment and termination of employment with the Company.

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CERTAIN PERSONALLY IDENTIFIABLE INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(a)(6) OF REGULATION S-K. THE OMITTED INFORMATION IS INDICATED BY “[***].”

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STRICTLY PRIVATE & CONFIDENTIAL

ADDRESSEE ONLY

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Áine Miller

[***]

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Re: Special Employer Pension Contribution

18 June 2026

Dear Áine,

I write to confirm that Theravance Biopharma Ireland Limited will make a once off Employer Special Contribution to the Theravance Biopharma Ireland Ltd Pension Scheme in the amount of $250,000 USD to be converted to Euros on contribution date. The employer special contribution will be invested in the Pension fund in accordance with your current investment instructions.

The once off employer contribution will be paid by Theravance Biopharma directly to the pension plan or within 30 days following your termination date of 15 November 2026.

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Yours sincerely,	​
/s/ Rick E Winningham	​
Rick E Winningham	​

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Office Lease

METRO CENTERMETRO CENTER TOWER 950 TOWER LANE

FOSTER CITY, CALIFORNIA

Between

HUDSON METRO CENTER, LLC, a Delaware limited liability company

as Landlord,

and

SAGIMET BIOSCIENCES INC., a Delaware corporation

as Tenant

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OFFICE LEASE

This Office Lease (this “Lease”), dated as of the date set forth in Section 1.1, is made by and between HUDSON METRO CENTER, LLC, a Delaware limited liability company (“Landlord”), and SAGIMET BIOSCIENCES INC., a Delaware corporation (“Tenant”). The following exhibits are incorporated herein and made a part hereof: Exhibit A(Outline of Premises); Exhibit B(Work Letter); Exhibit C(Form of Confirmation Letter); Exhibit D(Rules and Regulations); Exhibit E(Judicial Reference) and; Exhibit F(Additional Provisions).

1

BASIC LEASE INFORMATION

1.1	Date:	May 28, 2026
1.2	Premises.

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Exhibit 10.2 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 “[***]”. Research Collaboration and License Agreement This research collaboration and license agreement (“Agreement”) is entered into with effect as of the Effective Date (as defined below) by and between F. Hoffmann-La Roche Ltd with an office and place of business at Grenzacherstrasse 124, 4070 Basel, Switzerland (“FHLR”) and Hoffmann-La Roche Inc. with an office and place of business at 150 Clove Road, Suite 8, Little Falls, New Jersey 07424, U.S.A. (“HLR”; FHLR and HLR collectively referred to as “Roche”), on the one hand, and C4 Therapeutics, Inc. with an office and place of business at 490 Arsenal Way, Suite 120, Watertown, MA 02472 (“C4T”), on the other hand.

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amendment No. 5 to AMENDED AND RESTATED* CREDIT, SECURITY AND GUARANTY AGREEMENT (TERM LOAN) *

This AMENDMENT NO. 5 TO AMENDED AND RESTATED CREDIT, SECURITY AND GUARANTY AGREEMENT (TERM LOAN) (this “Agreement”) is made as of August 10, 2026, by and among XTANT MEDICAL, INC., a Delaware corporation (“Xtant”), BACTERIN INTERNATIONAL, INC., a Nevada corporation, X-SPINE SYSTEMS, INC., an Ohio corporation, SURGALIGN SPV, INC., a Delaware corporation, and any additional borrower that may hereafter be added to this Agreement (each individually as a “Borrower”, and collectively with any entities that become party hereto as Borrower and each of their successors and permitted assigns, the “Borrowers”), XTANT MEDICAL HOLDINGS, INC., a Delaware corporation (“Holdings”), as a Guarantor, MidCap Financial Trust, a Delaware statutory trust, as Agent (in such capacity, together with its successors and assigns, “Agent”) and the other financial institutions or other entities from time to time parties to the Credit Agreement referenced below, each as a

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amendment No. 5 to AMENDED AND RESTATED* CREDIT, SECURITY AND GUARANTY AGREEMENT (REVOLVING LOAN) *

This AMENDMENT NO. 5 TO AMENDED AND RESTATED CREDIT, SECURITY AND GUARANTY AGREEMENT (REVOLVING LOAN) (this “Agreement”) is made as of August 10, 2026, by and among XTANT MEDICAL, INC., a Delaware corporation (“Xtant”), BACTERIN INTERNATIONAL, INC., a Nevada corporation, X-SPINE SYSTEMS, INC., an Ohio corporation, SURGALIGN SPV, INC., a Delaware corporation, and any additional borrower that may hereafter be added to this Agreement (each individually as a “Borrower”, and collectively with any entities that become party hereto as Borrower and each of their successors and permitted assigns, the “Borrowers”), XTANT MEDICAL HOLDINGS, INC., a Delaware corporation (“Holdings”), as a Guarantor, MidCap funding iv Trust, a Delaware statutory trust, as Agent (in such capacity, together with its successors and assigns, “Agent”) and the other financial institutions or other entities from time to time parties to the Credit Agreement referenced below

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April 29, 2026

Natalie Holles
Email: [***]

Re: Offer of Employment

Dear Natalie,

Following up on our discussions, the following represents our offer regarding your employment by Aura Biosciences, Inc. (the “Company”) as a full-time, “at will” employee. This letter agreement is referred to herein as this “Agreement”. This offer and the terms of your employment with the Company (including compensation, benefits and equity awards) are subject to and conditioned upon the approval of the Company’s Board of Directors (the “Board”) in all respects.

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Amendment No. 1 to the 2021 Stock Option and Incentive Plan

In accordance with Section 16 of the Aura Biosciences, Inc. (the “Company”) 2021 Stock Option and Incentive Plan (the “Plan”), the Plan is hereby amended as follows, subject to approval of the Company’s stockholders:

1.

Section 1 of the Plan is hereby amended to include the following as a new definition:

“Outstanding Shares” means, as of a specified date, the sum of (a) number of shares of Stock issued and outstanding and (b) the number of shares of Stock issuable pursuant to the exercise of any outstanding, pre-funded warrants to acquire shares of Stock for a nominal exercise price.

2.

The first sentence of Section 3(a)of the Plan is hereby deleted and replaced as follows:

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Execution Version

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”) is entered into as of April 30, 2026, by and between Aura Biosciences, Inc., a Delaware corporation (the “Company”), and Matrix Capital Management Master Fund, LP (“Seller”).

WHEREAS, Seller desires to sell to the Company, and the Company desires to purchase from Seller, shares of common stock, par value $0.00001 per share (the “Common Stock”), of the Company on the terms and conditions set forth herein (the “Repurchase”);

WHEREAS, the audit committee (the “Audit Committee”) of the board of directors of the Company (the “Board”), consisting solely of independent and disinterested directors of the Board, and the disinterested members of the Board have evaluated the transactions contemplated by this Agreement pursuant to the Company’s related person transaction policy and the Audit Committee’s charter;

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April 30, 2026

PERSONAL AND CONFIDENTIAL

Elisabet de los Pinos

Re: Separation Agreement

Dear Ms. de los Pinos:

This letter confirms the termination of your employment with Aura Biosciences, Inc. (the “Company”), effective April 30, 2026 (the “Separation Date”).

If you enter into, do not revoke, and comply with this separation agreement (the “Release Agreement”), the Company will provide you with the opportunity to receive the severance benefits outlined in this Release Agreement, which you agree shall supersede the severance benefits set forth in your Offer of

Employment dated January 22, 2010 (the “Offer Letter”), the Employment Agreement dated January 1, 2015, as amended on October 13, 2017 (the “Employment Agreement”), and the Company’s Executive Severance Plan (including your Participation Agreement thereunder, the “Severance Plan”). You and the Company agree that all notice provisions in Section 9 of the Employment Agreement have been fully satisfied.

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