EX-10.1

Exhibit 10.1

TERMINATION AND SETTLEMENT AGREEMENT — VetStem, Inc. / PetVivo Holdings, Inc. — CONFIDENTIAL

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Certain identified information has been omitted from this exhibit because it is both (i) not material and (ii) the type of information that the registrant customarily and actually treats as private or confidential. Information that has been omitted has been marked with [*].**

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TERMINATION AND SETTLEMENT AGREEMENT

by and between

VETSTEM, INC.,

a Delaware corporation

and

PETVIVO HOLDINGS, INC.

a Nevada corporation

Final Execution Version

July 24, 2026

This Transition and Settlement Agreement (this “Agreement”) is entered into as of the Effective Date by and between VetStem, Inc., a Delaware corporation (“VetStem” or “Licensor”), and PetVivo Holdings, Inc., a Nevada corporation (“PetVivo” or “Licensee”) (each a “Party” and together the “Parties”).

RECITALS

WHEREAS, the Parties entered into that certain Exclusive License and Supply Agreement dated February 13, 2025 (the “Original Agreement”), as amended by the Transition Period Amendment dated February 26, 2025, and the Third Amendment to Exclusive License and Supply Agreement dated August 14, 2025 (the Original Agreement, together with the amendments listed above, are collectively referred to herein as the “License Agreement” or “LSA”), and;

WHEREAS, disputes have arisen between the Parties concerning obligations associated with the License Agreement, and;

WHEREAS, the Parties desire to resolve all disputes between them, to terminate their commercial and business relationship, and to provide for an orderly termination of the License Agreement, on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants, agreements, and releases set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1 ARTICLE 1 - DEFINITIONS

Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Agreement. The following additional definitions apply:

1.1 “Effective Date”

Means the date on which this Agreement is executed by the last of the duly authorized representatives of both Parties.

1.2 “Inventory”

Means all finished goods inventory of PrecisePRP™ Canine and PrecisePRP™ Equine owned by or held in the possession, custody, or control of PetVivo, including all inventory held by or through Vedco and its 3PL distribution partner, as of the Effective Date.

1.3 “Vedco”

Means Vedco Distribution and its 3PL distribution partner, the third-party logistics provider(s) currently warehousing and distributing PetVivo’s Inventory.

2 ARTICLE 2 TERMINATION OF THE LICENSE AGREEMENT

2.1 Termination

Subject solely to the surviving provisions expressly identified in Article 12 hereof, and no others, the License Agreement, and therefore all exhibits and amendments thereto, shall terminate in their entirety as of the Effective Date.

Upon such termination:

2.2 Sell-Through as New Right

For the avoidance of doubt, the contemplated sell-through rights shall not be implemented and there shall not be a Sell-Through Period.

3 ARTICLE 3 INVENTORY

PetVivo represents and warrants that the inventory of PrecisePRP Equine and PrecisePRP Canine to be transferred to VetStem upon the Effective Date is at a minimum the following:

PrecisePRP Canine = 184 vials of Lot K925-002 with expirate date 06/30/2027

PrecisePRP Equine = 453 vials of Lot EQ25-002 with expiration date 09/30/2027

PrecisePRP Equine = 1191 vials of Lot EQ25-003 with expiration date 11/30/2027

PetVivo represents and warrants that this inventory has been held according to the labeled storage and is in saleable commercial condition equivalent to that at which it was delivered by VetStem to PetVivo except for the balance of the shelf life according to the expiration dating.

4 ARTICLE 4 PAYMENT OBLIGATIONS

As and for final settlement of any and all disputes between the Parties , all amounts due by PetVivo to VetStem and by VetStem to Petvivo shall be deemed satisfied and extinguished and no payments shall be due except for those listed in section 4.1 below. This includes any claimed credit for returns, late fees, royalties, or other payments due.

4.1 Final PetVivo Payment

Petvivo shall make a one time payment of seventy-five thousand and 00/100 dollars ($75,000.00) payable as follows: (i) Fifty Thousand and 00/100 Dollars ($50,000.00) within fourteen (14) days following the Effective Date, and (ii) Twenty-Five Thousand and 00/100 Dollars ($25,000.00) within thirty (30) business days due on Effective Date and a per vial shortfall fee of [*]** per vial (per each Prooduct) for Inventory that is less than Article 3 above, due within 5 days of the date the final inventory verification is completed .

5 ARTICLE 5 TREATMENT OF INVENTORY

5.1 Sell-Through Period

There shall be no sell through period. All sales by PetVivo shall cease on the Effective Date.

5.2 Inventory Ownership

On the Effective Date, all remaining unsold finished goods Inventory shall be handled as follows:

6 ARTICLE 6 EQUITY — WARRANTS

The Parties acknowledge and agree that all matters relating to the 1,000,000 shares of PetVivo common stock previously issued to VetStem pursuant to the License Agreement, including any contemplated private sale transaction, restrictive legend matters, transfer matters, cancellation matters, or related obligations between the Parties, have been fully resolved and completed pursuant to separate transactions and agreements. Accordingly, neither Party shall have any further obligations to the other with respect to such shares or any related transactions, and all prior discussions, negotiations, and proposed terms relating thereto are superseded in their entirety.

PetVivo acknowledges and agrees that certain Common Stock Purchase Warrant identified as Warrant PET-216 (the “Warrant”), pursuant to Section 4.1(c) of the License Agreement, was duly authorized, executed, and issued by PetVivo to VetStem on or about February 14, 2025. The Warrant provides VetStem the right to purchase up to Two Hundred Fifty Thousand (250,000) shares of PetVivo common stock pursuant to the terms and conditions set forth therein, remains in full force and effect, and shall not be extinguished by this Agreement.

7 ARTICLE 7 MARKETING MATERIALS

PetVivo shall transfer to VetStem, at no cost to VetStem, all marketing materials created for the PrecisePRP™ Products, including but not limited to product presentations, brochures, digital assets, training materials, and promotional content (the “Marketing Materials”), promptly upon execution of this Agreement, and in no event later than ten (10) days after the Effective Date and all such materials shall then become the property of VetStem. For the avoidance of doubt, Marketing Materials shall not include PetVivo proprietary marketing systems, customer relationship management databases, customer analytics, internal sales methodologies, trade secrets, proprietary business processes, regulatory materials, or confidential business plans. PetVivo shall have no obligation to provide contact information for any person or entity that is not identified as a current or prospective Product customer in PetVivo’s CRM system.

In order to provide for an orderly transition of customer support and contact follow-up, Petvivo will provide contact information maintained in PetVivo’s CRM system for, those PrecisePRP Canine or PrecisePRP Equine (the “Product”) customers, (defined as any contact that, as reflected in PetVivo’s CRM system, purchased Product, received free Product, or specifically requested Product information and is identified a current or prospective Product Customer in PetVivo’s CRM system) including but not limited to veterinarians, veterinary clinics, and distributors. PetVivo shall have no obligation to provide contact information for any person or entity that is not identified as a current or prospective Product customer in PetVivo’s CRM system.

For the avoidance of doubt:

8 ARTICLE 8 PUBLIC ANNOUNCEMENTS AND COMMUNICATIONS

9 ARTICLE 9 DISTRIBUTOR TRANSITION

The Parties shall cooperate in the orderly transition or termination of existing distribution arrangements in connection with the termination of the License Agreement, including:

10 ARTICLE 10 MUTUAL RELEASE AND NON-DISPARAGEMENT

10.1 Mutual Release

Upon execution of this Agreement, each Party, on behalf of itself and its respective Affiliates, officers, directors, employees, agents, successors, and assigns, hereby releases and discharges the other Party and its respective Affiliates, officers, directors, employees, agents, successors, and assigns from any and all claims, demands, actions, causes of action, suits, damages, losses, costs, and expenses of any nature whatsoever, whether known or unknown, fixed or contingent, arising from or relating to the License Agreement or the matters that were the subject of the parties’ disputes through the Effective Date, including but not limited to: all breach notices and related claims; all disputes regarding unpaid invoices; all disputes regarding royalty obligations; excepting only the obligations under this Agreement.

Each Party acknowledges that its release includes all claims, demands, liabilities, causes of action, and damages, whether known or unknown, suspected or unsuspected, fixed or contingent, accrued or unaccrued, arising from or relating to the matters released. Each Party acknowledges that it may later discover facts different from or in addition to those now known, but nevertheless intends fully, finally, and forever to release all such claims.

Nothing contained in this Article 10 shall impair or limit either Party’s right to enforce this Agreement or pursue remedies expressly permitted herein, including claims arising from an alleged breach of this Agreement.

10.2 Non-Disparagement

Each Party agrees that it shall not, directly or indirectly, make or cause to be made any disparaging, derogatory, defamatory, or negative statement or communication, whether oral, written, or electronic, regarding the other Party, its officers, directors, employees, products, services, or business, to any third party, including but not limited to customers, distributors, partners, investors, media, or the general public. This non-disparagement obligation is mutual, and shall survive any expiration or termination of this Agreement for a period of five (5) years from the Effective Date.

11 ARTICLE 11 BREACH

11.1 Events of Breach

The following shall each constitute a material breach of this Agreement (each, a “Breach”):

No Breach shall be deemed to have occurred unless the allegedly breaching Party has failed to cure such failure within five (5) business days following written notice from the non-breaching Party specifying the nature of the failure in reasonable detail (the “Cure Period”).

11.2 Remedies Upon Breach

Upon the occurrence of a breach by either Party that is not cured within the applicable Cure Period, the non-breaching Party shall have the right to pursue any appropriate remedies available at law or in equity.

12 ARTICLE 12 SURVIVING PROVISIONS OF THE LICENSE AGREEMENT

Notwithstanding the termination of the License Agreement pursuant to Article 2 hereof, only the following specifically identified provisions of the License Agreement shall survive termination, solely to the extent expressly set forth herein. Except for the provisions expressly identified in this Article 12, all rights, obligations, licenses, covenants, restrictions, remedies, and other provisions of the License Agreement shall automatically terminate as of the Effective Date and shall thereafter be of no further force or effect for any purpose. No provision of the License Agreement shall survive by implication, course of dealing, operation of law, or otherwise unless expressly identified in this Article 12.

13 ARTICLE 13 GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law principles. Any dispute arising out of or relating to this Agreement, including the surviving provisions of the License Agreement incorporated herein, shall be resolved in accordance with the dispute resolution provisions of Article 11 of the License Agreement (JAMS arbitration, San Diego, California), which provisions are hereby incorporated by reference and shall survive as set forth in Article 13 hereof.

14 ARTICLE 14 GENERAL PROVISIONS

14.1 Entire Agreement

This Agreement, together with its exhibits and the surviving provisions of the License Agreement identified in Article 12, constitutes the entire agreement of the Parties with respect to the subject matter hereof.

14.2 No Admission

Nothing in this Agreement shall be construed as an admission of liability, fault, wrongdoing, breach, or the validity or invalidity of any claim or defense by either Party.

14.3 Modification

This Agreement may not be modified or amended except by a written instrument expressly stated to be an amendment hereto and signed by duly authorized representatives of both Parties.

14.4 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means, including DocuSign, ZohoSign, PDF, or similar technology, shall have the same force and effect as original signatures.

14.5 Severability

If any provision of this Agreement is found by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, such finding shall not affect the validity, legality, or enforceability of any other provision hereof, and the remaining provisions shall remain in full force and effect.

14.6 No Waiver

The failure of either Party to insist upon strict performance of any provision of this Agreement shall not constitute a waiver of such Party’s right to require strict performance thereafter. Any waiver must be in writing signed by the waiving Party and shall be limited to the specific matter waived.

14.7 Notices

All notices and other communications required or permitted hereunder shall be in writing and delivered by hand, recognized overnight courier, or email with confirmation of receipt, to the notice addresses set forth in Section 12.11 of the License Agreement, or such other addresses as either Party may designate in writing from time to time.

14.8 Further Assurances

Each Party agrees to execute and deliver such additional documents, instruments, and agreements, and to take such further actions, as may be reasonably necessary to carry out the purposes and intent of this Agreement.

14.9 Independent Contractors

The Parties’ relationship under this Agreement is solely that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or similar relationship between the Parties.

14.10 Confidentiality of This Agreement

The terms of this Agreement are confidential. Neither Party shall disclose the terms hereof to any third party without the prior written consent of the other Party, except (a) to such Party’s legal counsel, financial advisors, or auditors bound by equivalent confidentiality obligations; (b) as required by applicable law, regulation, or court order; or (c) as required by applicable securities laws or the rules of any stock exchange, provided that the disclosing Party shall use commercially reasonable efforts to provide advance notice to the other Party and to seek confidential treatment for such disclosure.

14.11 Reservation of Rights

Nothing contained in this Agreement, and no action taken in furtherance of the negotiations leading to this Agreement, shall constitute a waiver of any right, claim, defense, or remedy available to either Party under the surviving provisions of the License Agreement, at law, or in equity, unless expressly released or waived herein. All such rights are expressly reserved except to the extent expressly released, waived, terminated, or extinguished pursuant to Articles 2, 4, 10, or 12 of this Agreement.

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SIGNATURE PAGE

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date first written above.