Browse EX-10 agreements

MAZE THERAPEUTICS, INC. (“Company”)

Non-Employee Director Compensation Policy

Effective January 30 2025

Amended June 1, 2026

The Company’s Board of Directors (the “Board”) believes it is in the best interests of the Company and its stockholders to adopt a compensation program for non-employee directors as set forth herein (the “Non-Employee Director Compensation Policy” or the “Policy”) to provide for an annual cash retainer and certain equity awards in consideration of each non-employee director’s service on the Board and any committees thereof. This Policy may be amended or terminated at any time in the sole discretion of the Board.

Cash Compensation

Cash compensation payable to each non-employee director shall consist of the following annual fees, which shall be paid quarterly in arrears and shall be pro-rated for partial quarters served, including for the initial quarter in which this Policy is adopted:

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General Board Service Fee: $40,000

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Board Chair Fee (in addition to General Board Service Fee): $30,000

•

Committee Chair Service Fee (in addition to General Board Service Fee; in lieu of Non-Chair Committee Member Service Fee set forth below):

o

Audit Committee chair: $20,000

o

Compensation Committee chair: $15,000

o

Nominating and Governance Committee chair: $10,000

o

Research and Development Committee chair: $15,000

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Non-Chair Committee Member Service Fee (in addition to General Board Service Fee; in lieu of Committee Chair Service Fee set forth above):

o

Audit Committee member: $10,000

o

Compensation Committee member: $7,500

o

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**NEITHER THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) IN COMPLIANCE WITH RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (C) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. **

WARRANT TO PURCHASE

SHARES OF COMMON STOCK

OF

OPEN WORLD LTD.

Expires: The date that is the third (3rd) anniversary of the Warrant Issuance Date

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REGISTRATION RIGHTS AGREEMENT

[●], 2026

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of the date first above written, by and among OPEN WORLD LTD., an exempted company incorporated in the Cayman Island, whose registered office is at 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands (the “Company”), GEM GLOBAL YIELD LLC SCS, a “société en commandite simple” formed under the laws of Luxembourg having LEI No. 213800CXBEHFXVLBZO92 having an address at 12C, rue Guillaume J. Kroll, L-1882 Luxembourg (the “Purchaser”); and GEM YIELD BAHAMAS LIMITED, a limited company formed under the laws of the Commonwealth of the Bahamas and having an address at CUB Financial Centre, Unit GF5, Lyford Cay, Nassau, Commonwealth of the Bahamas (“GYBL,” and together with the Company and Purchaser, the “Parties”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement (as defined below).

RECITALS

WHEREAS, the Company has the right to place with Purchaser up to U.S. $50,000,000 worth of Common Shares, has agreed to issue a warrant that will give GYBL the right to purchase Common Shares upon the Public Listing, and has agreed to pay in cash, from the proceeds of Draw Downs, or issue to GYBL a number of Common Shares, or a combination of the foregoing, in satisfaction of the Commitment Fee; and

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SHARE PURCHASE AGREEMENT

dated as of July 24, 2026

by and among

OPEN WORLD LTD.,

GEM GLOBAL YIELD LLC SCS

and

GEM YIELD BAHAMAS LIMITED

Table of Contents

Page

ARTICLE I DEFINITIONS		1
Section 1.01	Definitions	1

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** **

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.

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#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

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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

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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.

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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.

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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:

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1.	Board Designees.

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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.

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Exhibit 10.1

Execution Version

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SECURITIES PURCHASE AGREEMENT

BY AND AMONG

FEMASYS INC.

AND

THE PURCHASERS

August 7, 2026

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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

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