Browse EX-10 agreements

Termination Agreement

This Termination Agreement (this “Agreement”) is entered into this 29th day of June, 2026, by and among Pulmatrix, Inc. (the “Parent”), EOS Senolytix, Inc. (the “Company”) and Senotherapeutix, Inc. (the “Stockholder”).

WHEREAS, on March 26, 2026, the Parent, the Company and PUOS Merger Sub, Inc. and entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”); and

WHEREAS, on March 26, 2026, the parties hereto entered into that certain Company Stockholder Support Agreement (the “Support Agreement”) whereby the Stockholder agreed to certain covenants including but not limited to voting their shares of the Company in favor of the Merger Agreement;

WHEREAS, the parties desire to enter into this Agreement for the purpose of terminating the Support Agreement effective immediately pursuant to Section 10(c) of the Support Agreement; and

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Stockholders’ Agreement

among

EOS SENOLYTIX, INC.

and

each person identified on schedule a

dated as of

October 15, 2024

TABLE OF CONTENTS

articlE I Definitions			1
ARTICLE II Management and Operation of the Corporation			5
	Section 2.01	Board of Directors	5

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License and Services AGreement

This Services and License Agreement (“Agreement”) is made and entered into as of the 9th day of February, 2026 (“Effective Date”) by and between SENOTHERAPEUTIX, Inc., a Delaware company with an address at                                                                            (“SENOTHERAPEUTIX”) and Eos SENOLYTIX, Inc., a Delaware company with an address at                                                                          (“Eos”). SENOTHERAPEUTIX and Eos are each referred to herein individually as a “Party” and collectively as the “Parties.”

Recitals

WHEREAS, SENOTHERAPEUTIX owns or controls certain intellectual property rights, access to certain facilities and possess certain resources useful for research and development of geropeptides and oncopeptides and related technologies;

WHEREAS, Eos was formed to research and develop specific therapeutic programs as further defined herein; and

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EOS SENOLYTIX, INC.

** **

SUBSCRIPTION AGREEMENT AND INVESTOR QUESTIONNAIRE

** **

Your investment in Eos SENOLYTIX, INC. (the “Company”) can only be made by means of the completion, delivery and acceptance of the subscription documents in this package.

Please complete and submit, to the address set forth below, the following documents:

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LICENSE AGREEMENT

This License Agreement (the “Agreement”) is effective April 1, 2026 (the “Effective Date”), between K2 Biolabs, Inc., a Delaware corporation, as Licensor (the “Licensor”), and Eos SENOLYTIX as Licensee (the “Licensee”). Licensor and Licensee are sometimes referred to herein, individually, as a “Party” or, collectively, as “Parties.”

RECITALS

WHEREAS:

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AMENDED AND RESTATED

SECURITIES PURCHASE AGREEMENT

Effective as of April 9, 2026

This Amended and Restated Securities Purchase Agreement (this “Agreement”), effective as of the date first set forth above (the “Effective Date”), is entered into by and among Eos SENOLYTIX, Inc., a Delaware corporation (the “Company”), and the persons and entities (each individually a “Purchaser,” and collectively, the “Purchasers”) named on the Schedule of Purchasers attached hereto as Schedule A (the “Schedule of Purchasers”).

** **

WHEREAS, on March 26, 2026, the Company and the Purchasers entered into that certain Securities Purchase Agreement (the “Original Agreement”) pursuant to which, amongst other things, the Purchasers committed to fund convertible promissory notes and purchase shares of Class A Common Stock of the Company;

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MENTARI THERAPEUTICS, INC.

2025 EQUITY INCENTIVE PLAN

1. Purpose.

The purpose of this 2025 Equity Incentive Plan (the “Plan”) of Mentari Therapeutics, Inc., a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contributions to the Company and by providing such persons with equity ownership opportunities and performance-based incentives that are intended to better align the interests of such persons with those of the Company’s stockholders. Except where the context otherwise requires, the term “Company” shall include any of the Company’s present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”) and any other business venture (including, without limitation, joint venture or limited liability company) in which the Company has a controlling interest, as determined by the Boa

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FIRST AMENDMENT TO THE

MENTARI THERAPEUTICS, INC.

2025 EQUITY INCENTIVE PLAN

WHEREAS,Mentari Therapeutics, Inc., a Delaware corporation (the “Company”), maintains the Mentari Therapeutics, Inc. 2025 Equity Incentive Plan (the “Plan”); and

WHEREAS, pursuant to Section 10(d) of the Plan, the Board may amend the Plan at any time.

NOW, THEREFORE, pursuant to its authority under Section 10(d) of the Plan, the Board hereby amends the Plan as follows, effective as of September 18, 2025 (the “Amendment Effective Date”):

 

The first sentence of Section 4(a) of the Plan is hereby amended and restated in its entirety to read as follows:

“Subject to adjustment under Section 8 hereof, Awards may be made under the Plan covering up to 12,079,248 shares of common stock of the Company (the “Common Stock”), all of which may be granted as Incentive Stock Options (as defined below).”

 

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THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT, (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (IV) THE SECURITIES ARE TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE OF SUCH HOLDER OR A CUSTODIAL NOMINEE (WHICH FOR THE AVOIDANCE OF DOUBT SHALL REQUIRE NEITHER CONSENT NOR THE DELIVERY OF AN OPINION).

MENTARI THERAPEUTICS, INC.

WARRANT TO PURCHASE COMMON STOCK

 

  

Number of Warrant Shares: 653,842

  

(subject to adjustment)

Warrant No. 1

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MENTARI THERAPEUTICS, INC.

2025 EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT

[INCENTIVE STOCK OPTION // NONSTATUTORY STOCK OPTION]

1. Grant of Option.

(a) This Stock Option Agreement (this “Agreement”)evidences the following grant by Mentari Therapeutics, Inc., a Delaware corporation (the “Company”), of an option (this “Option”) to purchase, in whole or in part, on the terms provided herein and in the Mentari Therapeutics, Inc. 2025 Equity Incentive Plan (as amended from time to time, the “Plan”), the shares of Common Stock set forth below:

 

Participant:

  

[•]

Grant Date:

  

[•]

Shares of Common Stock Subject to the Option:

  

[•] (the “Shares”)

Exercise Price per Share:

  

$[•]

Expiration Date:

  

11:59 p.m. ET on [•]1

Vesting Commencement Date:

  

[•]

Vesting Schedule:

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INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [•], 20[•] between Mentari Therapeutics, Inc., a Delaware corporation (the “Company”), and [•] (“Indemnitee”).

WITNESSETH THAT:

WHEREAS, highly competent persons have become more reluctant to serve companies as directors or officers, or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the company;

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MENTARI THERAPEUTICS, INC.

2025 EQUITY INCENTIVE PLAN

RESTRICTED STOCK AGREEMENT

 

1.

Grant of Award.

(a) Award. This Restricted Stock Agreement (this “Agreement”) evidences the following grant by Mentari Therapeutics, Inc., a Delaware corporation (the “Company”), of an award (this “Award”) of a number of shares of Restricted Stock on the terms provided herein and in the Mentari Therapeutics, Inc. 2025 Equity Incentive Plan (as amended from time to time, the “Plan”) set forth below.

 

Participant:

  

[•]

Date of Grant:

  

[•]

Shares of Restricted Stock:

  

[•] (the “Shares”)

Vesting Commencement Date:

  

[•]

Vesting Schedule:

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