Browse EX-10 agreements

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 8, 2026 (the “Execution Date”), is entered into by and between Volato Group, Inc., a Delaware corporation (the “Company”), and DFU, LLC, a Delaware limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Common Stock Purchase Agreement, dated as of the date hereof, by and between the parties hereto (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

WHEREAS:

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** Exhibit 10.1**

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Execution Version

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COMMON STOCK PURCHASE AGREEMENT

This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of October 8, 2026 (this “Agreement”), by and between DFU, LLC, a Delaware limited liability company (the “Investor”), and Volato Group, Inc., a Delaware corporation (the “Company”).

RECiTALS

WHEREAS, the parties desire that, upon the terms and subject to the conditions and limitations set forth herein, the Company may issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to the lesser of (a) $1,000,000,000 and (b) 19.99% of the Company’s outstanding shares of Common Stock as of the date of this Agreement, unless Stockholder Approval (defined below) is obtained to issue more than such 19.99%;

WHEREAS, in consideration for the Investor’s execution and delivery of this Agreement, the Company shall cause its Transfer Agent to issue the Commitment Securities to the Investor; and

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VISTAGEN THERAPEUTICS, INC.

EXECUTIVE SEVERANCE PLAN

AND SUMMARY PLAN DESCRIPTION

Effective Date: October 7, 2026

1.Purpose. The Board of Directors of Vistagen Therapeutics, Inc. (the “Board”), a Nevada corporation (“Vistagen” or the “Company”), recognizes that a potential involuntary termination of employment of Vistagen’s senior management, including in connection with a Change in Control of the Company, may create, may cause key employees to depart or become distracted, to the detriment of the Company and its stockholders. Accordingly, the Company will provide Eligible Employees with rights to receive certain severance payments and other benefits upon a Qualifying Termination pursuant to this Executive Severance Plan (“Plan”), as set forth below. This Plan is an “employee welfare benefit plan,” as defined in Section 3(1) of ERISA. This Plan is governed by ERISA and, to the extent applicable, the laws of the State of Nevada. This document constitutes both the written instrument under which this Plan is maintained and the required summary plan description for this Plan. This Pla

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MOLECULIN BIOTECH, INC.

2024 STOCK PLAN

(Amended and Restated)

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Section 1.      Establishment and Purpose.

1.1    The Board of Directors of Moleculin Biotech, Inc. (the “Company”) established the Moleculin Biotech, Inc. 2024 Stock Plan (the “Plan”), effective as of October 24, 2024. The Plan was amended effective as of August 18, 2025, and was further amended on October 9, 2026, subject to approval by the Company’s stockholders at the Company’s annual meeting on such date. Awards granted prior to the effective date of the Plan’s amendment and restatement shall be governed by the terms of the Plan as in effect on the grant date of the Award.

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**WARRANT TO PURCHASE COMMON SHARES **

1. Issuance. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by BirchBioMed Inc., a British Columbia corporation (“Company”); Streeterville Capital, LLC, a Utah limited liability company (“Investor”), is hereby granted the right to purchase a number of fully paid and non-assessable Common Shares equal to $8,000,000.00 divided by the Nasdaq Valuation Price (the “Warrant Shares”), pursuant to the terms and conditions of this Warrant to purchase Common Shares (this “Warrant”). Certain capitalized terms used herein are defined in Attachment 1 attached hereto and incorporated herein by this reference. Moreover, to the extent any defined terms herein are defined in any other Transaction Document (as so noted herein), such defined term shall remain applicable in this Warrant even if the other Transaction Document has been released, satisfied, or is otherwise cancelled. All references to $ or dollars herein are to United States dollars.

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PRE-PAID PURCHASE #1

_______, 2026		U.S. $5,425,000.00

FOR VALUE RECEIVED, BirchBioMed Inc., a British Columbia corporation (“Company”), promises to pay to Streeterville Capital, LLC, a Utah limited liability company (“Investor”), $5,425,000.00 and any interest, fees, charges, and late fees accrued hereunder in accordance with the terms set forth herein and to pay interest on the Outstanding Balance at the rate of eight percent (8%) per annum from the Purchase Price Date until the same is paid in full. All interest calculations hereunder shall be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months, shall compound daily and shall be payable in accordance with the terms of this Pre-Paid Purchase #1 (this “Pre-Paid Purchase”), which is issued and made effective as of __________, 2026 (the “Effective Date”). This Pre-Paid Purchase is issued pursuant to that certain Securities Purchase Agreement dated October 1,

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LOCK-UP AND LEAK-OUT AGREEMENT

[     ], 2026

Re: Direct Listing of Shares of Common Stock of BirchBioMed Inc.

Ladies and Gentlemen:

BirchBioMed Inc., a British Columbia corporation (the “Company”) is delivering this Lock-Up and Leak-Out Agreement (the “Agreement”) to you, the undersigned party (referred to herein as the “Undersigned”) in connection with the direct listing of the shares of common stock, no par value per share (the “Common Shares”), of the Company on the Nasdaq Global Market (the “Direct Listing”).

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Certain information in this Exhibit marked [*] has been excluded from the exhibit because it is both (i) not material and (ii) is the type that the company treats as private or confidential.

Form of INDEMNIFICATION Agreement

This Agreement is made as of the [●] day of [●], [●].

BETWEEN:

BIRCHBIOMED Inc., a company incorporated under the Business Corporations Act (British Columbia) (the “Act”) and having its head office address of 130 Kingscross Drive, King City, Ontario, Canada L7B 1E6

(the “Company”)

AND

[●], an individual having an address for mailing at [●]

(the “Indemnified Party”)

WHEREAS:

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CONFIDENTIAL

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October 2, 2026

BirchBioMed Inc.

130 Kingcross Drive

Canada L7B 1E6

905-833-3414

Dear Mr. Miller,

This agreement (the “Agreement”) constitutes the agreement between BirchBioMed, Inc., corporation created and existing under the laws of the Province of British Columbia (the “Company”), and Maxim Group, LLC (“Maxim” or the “Lead Manager”), that Maxim shall serve as the exclusive lead placement agent for the Company, on a “reasonable best efforts” basis (a “Placement”), in connection with the proposed offerings of securities (the “Securities”) of the Company. The terms of such Placement and the Securities shall be mutually agreed upon by the Company and the Lead Manager and, if a direct placement, the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein grants Maxim the power or authority to bind the Company or any Purchaser or creates an obligation for the Company to issue any Securities or complete the Placement. This Agreement and the documents executed and delivered by the Company and

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Securities Purchase Agreement

This Securities Purchase Agreement (this “Agreement”), dated as of October 1, 2026 (the “Effective Date”), is entered into by and between BirchBioMed Inc., a British Columbia corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”). Capitalized terms used but not otherwise defined herein will have the meanings set forth in Section 13.

A. Company and Investor are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder by the United States Securities and Exchange Commission (the “SEC”).

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CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN REDACTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

EXCLUSIVE LICENSE AGREEMENT

by and between

BAMBUSA THERAPEUTICS, INC.

and

BIOTHEUS INC.

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TABLE OF CONTENTS

1.							DEFINITIONS	2
2.							LICENSES	19
3.							NON-COMPETE	27
4.							BIOTHEUS DEVELOPMENT ACTIVITIES	28
5.							DEVELOPMENT AND COMMERCIALIZATION	28
6.							JOINT STEERING COMMITTEE	33

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BAMBUSA THERAPEUTICS, INC.

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is dated as of [        ], and is between Bambusa Therapeutics, Inc., a Delaware corporation (the “Company”), and [        ] (“Indemnitee”).

RECITALS

A.Indemnitee’s service to the Company substantially benefits the Company.

B.Individuals are reluctant to serve as directors or officers of corporations or in certain other capacities unless they are provided with adequate protection through insurance or indemnification against the risks of claims and actions against them arising out of such service.

C.Indemnitee does not regard the protection currently provided by applicable law, the Company’s governing documents and any insurance as adequate under the present circumstances, and Indemnitee may not be willing to serve as a director or officer without additional protection.

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