Browse EX-10 agreements

Separation and Release Agreement

This Separation and Release Agreement (the “Agreement”), dated September 29, 2026, is made by and between Leo Greenstein (“you”) and Carlsmed, Inc. (the “Company”). This Agreement is effective on the later of the date it is fully executed by the Parties or the eighth (8th) day after you sign it, provided you do not revoke it before that day in accordance with Section 7(b) of this Agreement (the “Effective Date”). If you do not sign this Agreement within forty-six (46) days, it will be null and void and can no longer be accepted by you. You and the Company are collectively referred to herein as “Parties” and individually as “Party.”

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EMPLOYMENT AGREEMENT

This Employment Agreement(the “Agreement”) is entered into effective September 28, 2026 (the “Effective Date”), by and between Richard Heppenstall (“Executive”) and Carlsmed, Inc. (the “Company”).

WHEREAS, Executive and the Company mutually desire to enter into an agreement containing the terms and conditions pursuant to which the Company will employ Executive.

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree to the following:

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Employment by the Company.

1.1

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Purchase AND Sale Agreement

(Marlin to Trio TRANSACTION)

THIS PURCHASE AND SALE AGREEMENT (the “Head Agreement”) is dated for reference as of the 25th day of September, 2026 (the “Agreement Date”).

BETWEEN:

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**MARLIN RESOURCES LTD.
**(the “Vendor”, or the “Transferor”);

AND

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**TRIO PETROLEUM CANADA, CORP.
**(the “Purchaser” or the “Transferee”).

RECITALS

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WHEREAS the Vendor wishes to sell, and the Purchaser wishes to purchase, the Vendor’s entire interest in and to the Assets from the Vendor, subject to and in accordance with this Head Agreement.

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FORM OF NOTICE OF EXTENSION OF OUTSIDE DATE AND CONSENT TO DEFERRED CLOSING

Date: September 29, 2026

To:

Reference is made to that certain Stock Purchase Agreement, dated September 8, 2026 (the “Agreement”), by and between Indaptus Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature page(s) thereto (each, a “Purchaser” and collectively, the “Purchasers”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Agreement. The Company and the undersigned Purchaser hereby agree, solely as between the Company and such Purchaser, as follows:

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**1. Extension of Outside Date. **Notwithstanding anything to the contrary in Section 3.1 of the Agreement, the Outside Date applicable to the undersigned Purchaser shall be extended from September 29, 2026 to October 16, 2026 (the “Extended Outside Date”). All references in the Agreement to the “Outside Date,” solely with respect to the undersigned Purchaser, shall be deemed to refer to the Extended Outside Date.

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EMPLOYMENT AGREEMENT

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This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of September 29, 2026, by and between Primagrove Limited, a company incorporated and existing under the laws of Cayman Islands (the “Company”), and Lixia, HE, an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).

RECITALS

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The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below).

The Executive desires to be employed by the Company during the term of Employment and upon the terms and conditions of this Agreement.

AGREEMENT

The parties hereto agree as follows:

	1.	POSITION

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INDEMNIFICATION AGREEMENT

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This Indemnification Agreement (this “Agreement”) is entered into as of [*] by and between Primagrove Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.

RECITALS

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The Board of Directors of the Company (the “Board of Directors”) has determined that the inability to attract and retain highly competent persons to serve the Company is detrimental to the best interests of the Company and its shareholders and that it is reasonable and necessary for the Company to provide adequate protection to such persons against risks of claims and actions against them arising out of their services to the Company.

AGREEMENT

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In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

A.	DEFINITIONS

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**Exhibit 10.2 **

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Primagrove Limited

Workshop 12, Lofter Grand, 3/F Lanton

**Industrial Building, **

No. 99 Wai Yip Street, Kwun Tong,

Hong Kong

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February 23, 2026

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Re: Director Offer Letter – Lixia, HE

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Dear Lixia, HE:

Primagrove Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability (the "Company" or "we"), is pleased to offer you a position as director of the Company. We believe your background and experience will be a significant asset to the Company and we look forward to your participation as a Director in the Company. Should you choose to accept this position as a member of the Board of Director, this letter agreement (the "Agreement") shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company. Your appointment as a Director of the Company has been duly approved by the Board of Directors in accordance with the Company’s Amended and Restated Memorandum and Ar

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** Exhibit 10.5**

EMPLOYMENT AGREEMENT

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This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of September 29, 2026, by and between Primagrove Limited, a company incorporated and existing under the laws of Cayman Islands (the “Company”), and King Yiu, KWOK, an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).

RECITALS

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The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below).

The Executive desires to be employed by the Company during the term of Employment and upon the terms and conditions of this Agreement.

AGREEMENT

The parties hereto agree as follows:

	1.	POSITION

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Primagrove Limited

Workshop 12, Lofter Grand, 3/F
Lanton Industrial Building,
No. 99 Wai Yip Street, Kwun Tong,
Hong Kong

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[Date]

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Re: Independent Director Offer Letter – [Director Name]

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Dear [Director Name]:

Primagrove Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company” or “we”), is pleased to offer you a position as an independent director of the Company. We believe your background and experience will be a significant asset to the Company and we look forward to your participation as an Independent Director in the Company. Should you choose to accept this position as a member of the Board of Directors, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company. Your appointment shall also be subject to the approval of Company’s Board of Directors and shall become effective immediately prior to the effectiven

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September 29, 2026

Dear Roger, 

**Congratulations! We are excited to invite you to join us at Mattel, where we empower generations to explore the wonder of childhood and reach their full potential. **

Mattel would like to extend you an offer of employment for the position of Chief Executive Officer at Mattel’s headquarters in El Segundo, California (subject to occasional and reasonable remote work and any required business travel), contingent on the terms and conditions set forth in the General Information section below. Your start date is a date mutually agreed between you and Mattel that is no later than November 2, 2026 (your actual start date, the “Start Date”), and this letter shall be effective as of the Start Date. In this role, you will report solely and directly to the Board of Directors of Mattel, Inc. (the “Board”), and devote your full business time and attention to the business and affairs of Mattel except as otherwise approved by the Board. You shall continue as a member of the Board and shall be re-nominated for election to the Board while serving as Chief Executive

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THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THE REMOVAL OF THIS LEGEND IN CONNECTION WITH ANY PROPOSED TRANSFER OR RESALE.

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