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.

NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1. EMPLOYMENT.

(a) TERMINATION OF PRIOR EMPLOYMENT AGREEMENT. This Agreement replaces the Prior Employment Agreement dated March 3, 2025.

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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:

(a) Limitation. At no time shall the number of shares of Stock issued pursuant to or subject to outstanding Awards granted under the Plan (including pursuant to Incentive Options), nor the number of shares of Stock issued pursuant to Incentive Options, exceed 9,300,000 shares of Stock. Shares of Stock subject to awards that are assumed, converted or substituted under the Plan as a result of the Company’s acquisition of another company (including by way of merger, combination or similar transaction) will not count against the number of shares that may be granted under the Plan.

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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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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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For the purpose of this Letter, “Group” means the Company and any Group Company. “Group Company” means any undertaking which for the time being is a subsidiary undertaking or joint venture of the Company, a holding undertaking of which the Company is a subsidiary undertaking, or a subsidiary undertaking or joint venture of such holding undertaking, or an undertaking in which any of the foregoing has a participating interest (the terms “undertaking”, “subsidiary undertaking”  and “holding undertaking” each having the meaning given to it in section 275 of the Companies Act 2014, and the terms “joint venture” and “participating interest” each having the meaning given to it in Schedule 4A to that Act).

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August 6, 2026

Re: Board of Directors of ClearSign Technologies Corporation - Offer Letter

Dear Mr. Larry M. Saddler:

On behalf of ClearSign Technologies Corporation (the “Company,” “ClearSign,” “we,” “our” or “us”) and our Board of Directors (“Board”), I am pleased to offer you a position as a member of our Board. We look forward to working with you on the Board. Should you choose to accept this position as a member of the Board, including service as a member of any committees of the Board, as may be determined by the Board at a later time, this letter shall constitute an agreement (the “Agreement”) between you and the Company and contains all the terms and conditions relating to the services to be provided.

1.       Term. This Agreement shall be through the date of the next annual shareholders’ meeting expected in early June 2027 and commencing on the date you and the Company execute this Agreement although your actual start date can be mutually agreed to be on that date, or a later date. The position shall be up for re-election each year at the annual shareholders’ meeting and upon re-election, the terms and provisions of this Agreement shall remain in full force and effect. You also agree to resign from the Board of Directors if requested by a majority of the then-sitting members of the Board. This Agreement shall be in effect as long as you are a director on the Board.

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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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	Published CUSIP Number:	86817DAA1
	Revolving Credit CUSIP Number:	86817DAB9
	Term Loan CUSIP Number:	86817DAC7

$125,000,000.00 REVOLVING CREDIT FACILITY
$75,000,000.00 TERM LOAN

AMENDED AND RESTATED CREDIT AGREEMENT

by and among

SUPERIOR GROUP OF COMPANIES, INC.,

a Florida corporation,

as the Borrower

and

THE GUARANTORS PARTY HERETO

and

THE LENDERS PARTY HERETO

and

PNC BANK, NATIONAL ASSOCIATION,

as Administrative Agent, Swingline Loan Lender and Issuing Lender

PNC CAPITAL MARKETS LLC,

as Lead Arranger and Sole Bookrunner

Dated as of August 7, 2026

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TABLE OF CONTENTS

Page

ARTICLE 1 CERTAIN DEFINITIONS		1

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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, each as a Lender.

RECITALS

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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 Lender.

RECITALS

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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;

WHEREAS, the Board (acting upon the recommendation of the Audit Committee) has unanimously (i) determined that this Agreement and the Repurchase (as defined below), are advisable, fair to, and in the best interests of, the Company and the holders of Common Stock, and (ii) approved this Agreement, the execution and delivery by the Company of this Agreement, the performance by the Company of the covenants and agreements contained herein and the consummation of the Repurchase and the other transactions contemplated hereby and thereby upon the terms and subject to the conditions contained herein;

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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:

(a) Stock Issuable. The maximum number of shares of Stock reserved and available for issuance under the Plan shall be 3,352,166 shares (the “Initial Limit”), subject to adjustment as provided in this Section 3, plus on January 1, 2022 and each January 1 thereafter, the number of shares of Stock reserved and available for issuance under the Plan shall be cumulatively increased by (i) five percent (5%) of the Outstanding Shares on the immediately preceding December 31 or (ii) such lesser number of shares as determined by the Administrator (the “Annual Increase”).

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