Browse EX-10 agreements

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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Document

Exhibit 10.1

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

This Second Amendment (this “Amendment”), dated as of July 1, 2026 (the “Effective Date”), is by and between Castellum, Inc. (the “Company”) and Glen R. Ives (“Employee”).

RECITALS

The Company and Employee entered into that certain employment agreement dated as of July 1, 2024 (the “Employment Agreement”) which provides that it may be renewed for successive one-year periods (each a “Renewal Period”).

The Company and Employee have agreed, among other things, to renew the Employment Agreement for a period of eighteen months (the “Extended Renewal Period”) so it extends the period of employment through and including December 31, 2027.

The Company and Employee desire to extend the Employment Agreement for the Extended Renewal Period and to otherwise modify the terms and conditions thereof as set forth herein.

AGREEMENTS

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UNDERWRITER PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

This UNDERWRITER PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the [ ] day of [ ], 2026, by and between Mercator Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Clear Street LLC (“Clear Street” or the “Subscriber”).

 

WHEREAS, the Company desires to sell to the Subscriber on a private placement basis (the “Offering”) an aggregate 1,425,000 warrants (including if the underwriters’ over-allotment option is exercised in full) (each, a “Placement Warrant” and, collectively, the “Placement Warrants”) of the Company, for a purchase price of $1.00 per Placement Warrant. The Class A Ordinary Shares (as defined below) underlying the Warrants are hereinafter referred to as the “Warrant Shares”. The Placement Warrants and Warrant Shares, collectively, are hereinafter referred to as the “Securities.” Each whole Placement Warrant is exercisable to purchase one Class A Ordinary Share at an exercise price of $11.50, as provided in the reg

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REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT

THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among Mercator Acquisition Corp., a Cayman Islands exempted company (the “Company”), Mercator Investor Holdings, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).

 

RECITALS

WHEREAS, the Sponsor currently owns 5,750,000 Class B ordinary shares of the Company, par value $0.0001 per share (the “Class B Ordinary Shares”), and the other Holders currently own an aggregate of zero (0) Class B Ordinary Shares, which were received from the Sponsor;

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[●], 2026

 

Mercator Acquisition Corp.

85 Washington Street,

Norwalk, CT 06854

 

Re: Initial Public Offering

 

Ladies and Gentlemen:

 

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Mercator Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Clear Street LLC as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 units which may be purchased to cover over- allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units s

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FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT

THIS INVESTMENT MANAGEMENT TRUST AGREEMENT is made effective as of [●], 2026 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between Mercator Acquisition Corp., 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. 333-293902 (the “Registration Statement”), and prospectus (the “Prospectus”) for the initial public offering (the “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 redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share, has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;

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SPONSOR PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

 

THIS SPONSOR PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [ ], 2026, is entered into by and between Mercator Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Mercator Investor Holdings, LLC, a Delaware limited liability company (the “Purchaser”).

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SECURITIES TRANSFER AGREEMENT

 

This Securities Transfer Agreement (this “Agreement”) is entered into as of July [__], 2026 by and between Mercator Investor Holdings, LLC (the “Transferor”) and Clear Street LLC (the “Transferee””).

 

RECITALS

 

WHEREAS, the Transferor desires to sell 200,000 Class B Ordinary shares, $0.0001 par value per share (the “Shares”) of Mercator Acquisition Corp.  (the “Company”) to the Transferee in connection with the Company’s initial public offering (“IPO”) of units of the Company.

 

NOW, THEREFORE, the parties hereto, for good and valuable consideration which each party acknowledges the receipt of, hereby agree as follows:

 

1. Transfer of the Securities.

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INDEMNIFICATION AGREEMENT

 

INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of _______, 2026, by and between Lixte Biotechnology Holdings, Inc., a Delaware corporation (the “Company”) and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.

 

BACKGROUND

 

The board of directors of the Company (the “Board”) 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 corporation.

 

AGREEMENT

 

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

 

A. DEFINITIONS

 

1. Definitions. The following terms shall have the meanings defined below:

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