Browse EX-10 agreements

Aspen Neuroscience, INC.

CASH INCENTIVE PLAN

1.

Purposes of the Plan. The Plan is intended to increase shareholder 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 performance objectives through the granting of Performance Awards that may be earned by eligible selected Employees. The Plan sets forth the guidelines to be considered by the Plan Administrator in granting such Performance Awards.

2.

Definitions.

(a)

“Affiliate” means any corporation or other entity (including, but not limited to, partnerships and joint ventures) controlled by the Company.

(b)

“Actual Award” means with respect to any Performance Period, the actual cash award amount (if any) determined to be payable to a Participant for the Performance Period, subject to the Plan Administrator’s authority under Section 3(d) to modify the actual award.

(c)

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***Certain information has been excluded from this exhibit because it is both (i) not material and (ii) the type that the registrant customarily and actually treats as private or confidential. Such omitted information is indicated by brackets (“[***]”) in this exhibit***

COLLABORATION AND LICENSE AGREEMENT

DATED AS OF JANUARY 22, 2024

BY AND BETWEEN

Aspen Neuroscience, Inc.

and

CellX Technologies, Inc.

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TABLE OF CONTENTS

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EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (“Agreement”)is made by and between Aspen Neuroscience, Inc. (“Company”) and Damien McDevitt, Ph.D. (“Executive”).

The parties agree as follows:

1.

Employment. Effective January 18, 2021 (the “Effective Date”), Company hereby employs Executive, and Executive hereby accepts such employment, upon the terms and conditions set forth herein.

2.

Duties.

2.1

Position. Executive is employed as President and Chief Executive Officer and shall have the duties and responsibilities assigned by Company’s Board of Directors (the “Board”) both upon initial hire and as may be reasonably assigned from time to time. Executive shall perform faithfully and diligently all duties assigned to Executive. Company reserves the right to modify Executive’s position and duties at any time in its sole and absolute discretion.

2.2

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March 3, 2025

Dalen T. Meeter

Dear Dalen:

On behalf of Aspen Neuroscience, Inc. (the “Company”), I am pleased to extend an offer of employment to you to serve as the Company’s Chief Financial Officer (“CFO”), with an employment start date anticipated to be on or about March 10, 2025 (the date your employment actually begins being the “Start Date”). This offer and your employment relationship will be subject to the terms and conditions of this letter.

Position

Title, Duties, Reporting, Location:In your position as CFO of the Company, you will be responsible for such duties as are normally associated with such position and as otherwise may be assigned from time to time by the Company’s Chief Executive Officer (the “CEO”). You will report directly to the Company’s Chief Executive Officer and your principal place of work shall be located in San Diego, California.

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Aspen Neuroscience, Inc.

Loan Forgiveness and Option Amendment Agreement

This Loan Forgiveness and Option Amendment Agreement (this “Agreement”) is entered into as of September 25, 2026 (the “Effective Date”), by and between Aspen Neuroscience, Inc., a Delaware corporation (the “Company” or “Aspen”), and Faheem Hasnain (“Mr. Hasnain”). Each of Aspen and Mr. Hasnain is referred to herein individually as a “Party” and collectively as the “Parties” to this Agreement.

RECITALS

WHEREAS, Mr. Hasnain previously executed certain stock options to purchase shares of Common Stock of the Company pursuant to (i) a Stock Option Agreement dated September 25, 2020 and (ii) a Stock Option Agreement dated November 1, 2021;

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***Certain information has been excluded from this exhibit because it is both (i) not material and (ii) the type that the registrant customarily and actually treats as private or confidential. Such omitted information is indicated by brackets (“[***]”) in this exhibit***

MAIN SERVICES AGREEMENT

1.

Interpretation

1.1

The following definitions and rules of interpretation apply in this MSA.

Agreed Purpose: means for the purpose of using the Goods, Software and/or Services for the business of the Customer. For the avoidance of doubt, resale of the Goods, Software and/or Services shall not be deemed an Agreed Purpose, provided, however, that Customer may (subject to granting the Supplier a right of refusal in connection with a sale of all or a substantial portion of the Customer’s business to which the Goods relate or as may arise in an insolvency event on the offer of a resell of the Goods) resell the Goods in connection with a sale of all or a substantial portion of Customer’s business to which the Goods relate or in connection with an Insolvency Event .

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ASPEN NEUROSCIENCE, INC.

2026 EQUITY INCENTIVE PLAN

NOTICE OF GRANT OF STOCK OPTION

Aspen Neuroscience, Inc., a Delaware corporation (the “Company”), has granted to the Participant an option (the “Option”) to purchase certain shares of Stock pursuant to the Aspen Neuroscience, Inc.2026 Equity Incentive Plan (the “Plan”). The Option is subject to all of the terms and conditions as set forth in this Notice of Grant of Stock Options (“Grant Notice”), and in the Plan and the Stock Option Agreement (“Option Agreement”), both of which are attached hereto and incorporated herein in their entirety. Capitalized terms not otherwise defined herein will have the meanings set forth in the Plan or the Stock Option Agreement both of which are available through the Company’s then-current electronic stock administration system (the “Equity Administration System”).

The blank fields below shall be deemed to come from the Company’s Equity Administration System, as follows:

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***Certain information has been excluded from this exhibit because it is both (i) not material and (ii) the type that the registrant customarily and actually treats as private or confidential. Such omitted information is indicated by brackets (“[***]”) in this exhibit***

LEASE

by and between

BMR-ROAD TO THE CURE LP,

a Delaware limited partnership

and

ASPEN NEUROSCIENCE, INC.,

a Delaware corporation

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Table of Contents

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ASPEN NEUROSCIENCE, INC.

NOTICE OF GRANT OF STOCK OPTION

The Participant has been granted an option (the “Option”) to purchase shares of Stock of Aspen Neuroscience, Inc. pursuant to the Aspen Neuroscience, Inc. 2018 Stock Plan (the “Plan”), as follows:

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***Certain information has been excluded from this exhibit because it is both (i) not material and (ii) the type that the registrant customarily and actually treats as private or confidential. Such omitted information is indicated by brackets (“[***]”) in this exhibit***

FIRST AMENDMENT TO LEASE

THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is entered into as of this 10th day of June, 2021, by and between BMR-ROAD TO THE CURE LP, a Delaware limited partnership (“Landlord”), and ASPEN NEUROSCIENCE, INC., a Delaware corporation (“Tenant”).

RECITALS

A.

WHEREAS, Landlord and Tenant are parties to that certain Lease dated as of March 27, 2019 (as the same may have been amended, supplemented or modified from time to time, the “Existing Lease”), whereby Tenant leases certain premises containing eleven thousand forty-one (11,041) square feet of Rentable Area known as Suite 100 (the “Existing Premises”) from Landlord at 10835 Road to the Cure, San Diego, California (the “Building”);

B.

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ASPEN NEUROSCIENCE, INC.

2026 EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT

Aspen Neuroscience, Inc., a Delaware corporation (the “Company”), has granted to the Participant named in the Notice of Grant of Stock Option(the “Grant Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase a number of shares of Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the Aspen Neuroscience, Inc. 2026 Equity Incentive Plan (the “Plan”), as amended, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with, the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of shares issuable pursuant to the Option (the “Plan Prospectus”), (b)

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***Certain information has been excluded from this exhibit because it is both (i) not material and (ii) the type that the registrant customarily and actually treats as private or confidential. Such omitted information is indicated by brackets (“[***]”) in this exhibit***

THIRD AMENDMENT TO COLLABORATION AND LICENSE AGREEMENT

THIS THIRD AMENDMENT (this “Third Amendment”) to the COLLABORATION AND LICENSE AGREEMENTdated January 22, 2024 (the “Agreement”), as previously amended in a First Amendment and a Second Amendment dated January 8, 2025 and October 28, 2025, respectively, is effective as of January 22, 2026(“Third Amendment Effective Date”), by and between Aspen Neuroscience, Inc. (“Aspen”) andCell-X Technologies, Inc. (“Cell-X”).

WHEREAS, Cell X and Aspen desire to further amend the Agreement upon the terms and conditions noted below;

WHEREAS, Cell X and Aspen have agreed to extend the Collaboration Term set forth in Section 4.1 of the Agreement to March 31, 2026;

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