Browse EX-10 agreements

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered as of July 7, 2026 (the “Effective Date”) by and between Hyperion DeFi, Inc., a Delaware company (the “Company”), and Robert Rubenstein, an individual residing in the State of California (“Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties,” and individually a “Party.”

AGREEMENT

1.            Position, Duties, Responsibilities.

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EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered as of July 7, 2026 (the “Effective Date”) by and between Hyperion DeFi, Inc., a Delaware company (the “Company”), and David Knox, an individual residing in the State of New York (“Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties,” and individually a “Party.”

AGREEMENT

1.            Position, Duties, Responsibilities.

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**EXHIBIT 10.3 **

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EXECUTION VERSION

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AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT

** **

This AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (this “Amendment No. 1”), dated as of July 7, 2026, by and between Onfolio Holdings, Inc., a Delaware corporation (the “Company”), and [****], a Delaware limited liability company (the “Investor”).

A. Reference is made to that certain Securities Purchase Agreement, dated as of November 17, 2025 (the “Purchase Agreement”), by and among the Company and the investors listed on the Schedule of Buyers attached thereto, pursuant to which, among other things, the Company issued to the Investor certain Notes (as defined in the Purchase Agreement);

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BINDING LETTER OF INTENT

JULY 7, 2026

This Binding Letter of Intent (this “LOI”) sets forth the principal terms and conditions pursuant to which OnFolio Holdings Inc., a Delaware corporation (“ONFO”), proposes to acquire Paramount Helium, LLC, a Wyoming limited liability company (“Paramount” or the “Company”), in a transaction structured as a merger or other business combination (the “Acquisition”). ONFO and Paramount are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the Parties wish to set forth their mutual understanding with respect to the Acquisition and certain related matters, subject to the terms and conditions set forth herein;

WHEREAS, the Parties intend that all provisions of this LOI shall be binding and enforceable, and that the terms set forth herein shall be reflected in a definitive acquisition agreement (the “Acquisition Agreement”) to be negotiated and executed by the Parties;

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EXECUTION VERSION

LIMITED WAIVER AND CONSENT AGREEMENT

This Limited Waiver and Consent Agreement (this “Agreement”), is entered into as of July 7, 2026, by and between Onfolio Holdings, Inc., a Delaware corporation (the “Company”), and [****] (the “Investor”),** **with reference to the following facts:

A. Reference is made to that certain Securities Purchase Agreement, dated as of November 17, 2025, by and among the Company and the investors listed on the Schedule of Buyers attached thereto (as amended, restated and modified as of the date hereof, the “Securities Purchase Agreement”), pursuant to which, among other things, the Company issued to the Investor certain Notes (as defined in the Securities Purchase Agreement).

B. Capitalized terms used but not defined herein shall have the meaning set forth in the Securities Purchase Agreement.

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LIMITED WAIVER AGREEMENT

This Limited Waiver Agreement (this “Agreement”), is entered into as of July 7, 2026, by and between Onfolio Holdings, Inc., a Delaware corporation (the “Company”), and [****] (the “Investor”),** **with reference to the following facts:

A. Reference is made to (i) that certain Equity Purchase Facility Agreement, dated as of April 10, 2026, between the Company and the Investor (as amended, restated and modified from time to time, the “Equity Purchase Facility Agreement”), pursuant to which the Company has the right to issue and sell to the Investor, and the Investor has agreed to purchase, shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) from time to time on the terms and subject to the conditions set forth therein, and (ii) that certain Registration Rights Agreement, dated as of April 10, 2026, between the Company and the Investor (the “Registration Rights Agreement”).

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Execution version

Vendor loan agreement

between

Thelema

as Borrower

and

Azenta Germany GmbH

as Lender

1 July 2026

In accordance with Item 601(a)(6) of Regulation S-K, private information has been redacted as indicted in this exhibit.

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Table of contents

1.							Definitions and interpretation....................................................................................................................	2

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Execution version

Share pledge agreement

between Thelema

as Pledgor

and

Azenta Germany GmbH

as Pledgee

and

B Medical Systems S. à r.l.

as Company

1 July 2026

In accordance with Item 601(a)(6) of Regulation S-K, private information has been redacted as indicted in this exhibit.

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Table of contents

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AURA BIOSCIENCES, INC.

AMENDED AND RESTATED
NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

The purpose of this Non-Employee Director Compensation Policy (the “Policy”) of Aura Biosciences, Inc. (the “Company”) is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries (“Outside Directors”). This Policy will become effective as of the effective time of the registration statement for the Company’s initial public offering of its equity securities (the “Effective Date”). In furtherance of the purpose stated above, all Outside Directors shall be paid compensation for services provided to the Company as Outside Directors as set forth below:

Cash Retainers

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Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as ******.

SHARE EXCHANGE AGREEMENT

by and among

QUALCOMM VENTURES LLC

and


ECARX HOLDINGS INC.

Dated as of July 7, 2026

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TABLE OF CONTENTS

Section 1.1Defined Terms1

Section 1.2Interpretation and Rules of Construction6

Article II SHARE EXCHANGE7

Section 2.1Share Exchange7

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between Samos Energy Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1, (File No. 333-296771) (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;

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SAMOS ENERGY ACQUISITION CORPORATION

535 Fifth Avenue, 4th Floor, Suite 1051

New York, NY 10017

[●], 2026

Samos Energy Acquisition Corporation

535 Fifth Avenue, 4th Floor, Suite 1051

New York, NY 10017

	Re:	Administrative Support Agreement

Ladies and Gentlemen:

This letter agreement by and between Samos Energy Acquisition Corporation (the “Company”) and our sponsor, Samos Energy Acquisition Sponsor, LP (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier

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