Browse EX-10 agreements

Execution Version

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.

RESEARCH COLLABORATION AND OPTION AGREEMENT

This RESEARCH COLLABORATION AND OPTION AGREEMENT (this “Agreement”), effective as of the 12thday of April, 2024 (the “Effective Date”) is made by and between Bambusa Therapeutics, Inc. (“Bambusa”), a corporation organized and existing under the laws of the State of Delaware and having a place of business at National Registered Agents, Inc., 1209 Orange Street, in the city of Wilmington, county of New Castle, State of Delaware, the United States, and Biotheus Inc. (in Chinese: _______________) (“Biotheus” and, together with Bambusa, the “Parties”), a limited liability company organized and existing under the laws of People’s Republic of China, with offices at Unit 10-B, Building 4, No. 1 Keji 7th Road, Tangjiawan Town, Xiangzhou District, Zhuhai City, Guangdong Province, the People’s Repu

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BAMBUSA THERAPEUTICS, INC.

2024 STOCK PLAN

AMENDED AND RESTATED: October 5, 2026

1.Purposes of the Plan.The purposes of this 2024 Stock Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants, and to promote the success of the Company’s business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant of an Option and subject to the applicable provisions of Section 422 of the Code and the regulations promulgated thereunder. Restricted Stock and Other Awards may also be granted under the Plan.

2.Definitions.As used herein, the following definitions shall apply:

(a)“Administrator”means the Board or a Committee.

(b)“Affiliate”means (i) an entity other than a Subsidiary which, together with the Company, is under common control of a third person or entity and (ii) an entity other than a Subsidiary in which the Company and /or one or more Subsidiaries own a controlling interest.

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BAMBUSA THERAPEUTICS, INC.

EMPLOYEE INCENTIVE COMPENSATION PLAN

1.Purposes of the Plan. The Plan is intended to increase stockholder value and the success of the Company by motivating Employees to (a) perform to the best of their abilities and (b) achieve the Company’s objectives.

2.Definitions.

2.1“Actual Award” means as to any Performance Period, the actual award (if any) payable to a Participant for the Performance Period, subject to the authority of the Administrator (as defined in Section 3) under Section 4.4.

2.2“Administrator” has the meaning ascribed to it under Section 3.1.

2.3“Affiliate” means any corporation or other entity (including, but not limited to, partnerships and joint ventures) that, from time to time and at the time of any determination, directly or indirectly, is in control of or is controlled by the Company.

2.4“Board” means the Board of Directors of the Company.

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BAMBUSA THERAPEUTICS, INC.

CHANGE IN CONTROL AND SEVERANCE PLAN

AND SUMMARY PLAN DESCRIPTION

1.Introduction. The purpose of this Bambusa Therapeutics, Inc. Change in Control and Severance Plan (the “Plan”) is to provide assurances of specified benefits to certain employees of the Company whose employment could be being involuntarily terminated under the circumstances described in the Plan. This Plan is adopted by the Board effective as of the Effective Date, and upon the Effective Date, this Plan will supersede any severance benefits which may be available to a Participant under an individual agreement between any member of the Company Group and the Participant which is in effect as of the Effective Date. This Plan is an “employee welfare benefit plan,” as defined in Section 3(1) of ERISA. This document is both the written instrument under which the Plan is maintained and the required summary plan description for the Plan.

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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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LOAN AND SECURITY AGREEMENT

This LOAN AND SECURITY AGREEMENT (this "Agreement") is effective as of August 19, 2026 (the “Effective Date”), by and between:

alpha-En Corporation, a Delaware corporation, with its principal place of business at 200 North Drive, Hopewell Junction, New York 12533 ("Borrower"), and

National Resources Lithium LLC, a Delaware limited liability company, with an address for notice at 485 West Putnam Ave., Greenwich, CT 06830 ("Lender").

**RECITALS **

WHEREAS, Borrower has previously received advances, loans, and other financial accommodations from Lender for the purpose of funding Borrower's operations;

WHEREAS, Lender expects to continue making additional advances and financial accommodations to Borrower from time to time;

WHEREAS. Borrower desires to acknowledge and ratify such obligations and grant Lender a continuing security interest in certain collateral to secure all obligations owing to Lender; and

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SETTLEMENT AND RELEASE AGREEMENT

This SETTLEMENT AND RELEASE AGREEMENT (this “Agreement”) is effective as of August 19, 2026 (the “Effective Date”), by and between:

alpha-En Corporation, a Delaware corporation, with its principal place of business at 200 North Drive, Hopewell Junction, New York 12533 (the “Company”); and

Jerome I. Feldman, an individual residing at 149 Ledges Road, Ridgefield, Connecticut 06877 (“Feldman”).

The Company and Feldman are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, from time to time beginning in or about 2008 and continuing thereafter, Feldman advanced his personal funds to, or paid expenses on behalf of, the Company for the purpose of supporting the Company’s operations (collectively, the “Advances”);

WHEREAS, the Parties acknowledge that certain questions may exist concerning the amount, timing, documentation, bookkeeping treatment, accounting treatment, or characterization of certain Advances and related payments.

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**STOCK PURCHASE AGREEMENT **

DATED

September 3, 2024

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND 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 THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

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**REVOLVING PROMISSORY NOTE **

$625,122.05

Effective as of August 19, 2026

FOR VALUE RECEIVED, alpha-En Corporation, a Delaware corporation ("Borrower"), promises to pay to the order of National Resources Lithium LLC, a Delaware limited liability company ("Lender"), the principal sum of all advances made by Lender to Borrower from time to time under this Revolving Promissory Note, together with interest thereon as provided below.

**1. PURPOSE **

This Note evidences:

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PATENT SECURITY AGREEMENT

This PATENT SECURITY AGREEMENT (this “Agreement”) is effective as of August 19, 2026 (the “Effective Date”), by and between:

alpha-En Corporation, a Delaware corporation, with its principal place of business at 200 North Drive, Hopewell Junction, New York 12533 (the “Grantor” or the “Company”); and

National Resources Lithium LLC, a Delaware limited liability company, with a mailing address at 485 West Putnam Avenue, Greenwich, Connecticut 06830 (the “Secured Party”).

Grantor and the Secured Party are referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

**WHEREAS, **Grantor and Secured Party have entered into that certain Loan and Security Agreement dated August 19, 2026 (the "Loan Agreement"), pursuant to which Secured Party has made and may continue to make loans,  advances, and other financial accommodations to Grantor;

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PLACEMENT AGENCY AGREEMENT

** **

October 8, 2026
China SXT Pharmaceuticals, Inc.
Attention: Feng Zhou, Co-Chief Executive Officer
178 Taidong Rd North
Taizhou, Jiangsu Province, People’s Republic of China
Dear Mr. Zhou:

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** **

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of October 8, 2026, between China SXT Pharmaceuticals, Inc., a BVI business company incorporated in the British Virgin Islands with company number 1949664 (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) as to the Shares, and/or the Pre-Funded Warrants, in each case together with the Warrants (each as defined herein) (collectively, the “Securities”), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, the Securities of the Company as provided in this Agreement.

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