Browse EX-10 agreements

BRAVEHEART BIO, INC.

2026 EMPLOYEE STOCK PURCHASE PLAN

The purpose of the Braveheart Bio, Inc. 2026 Employee Stock Purchase Plan (the “Plan”) is to provide eligible employees of Braveheart Bio, Inc. (the “Company”) and each Designated Company (as defined in Section 11) with opportunities to purchase shares of the Company’s common stock, par value $0.0001 per share (“Stock”). 894,100 shares of Stock in the aggregate have been approved and reserved for this purpose, plus on January 1, 2027 and each January 1 thereafter until the Plan terminates pursuant to Section 20, the number of shares of Stock reserved and available for issuance under the Plan shall automatically be cumulatively increased by the least of (i) 894,100 shares of Stock, (ii) 1% of the number of Outstanding Shares on the immediately preceding December 31, and (iii) such number of shares of Stock as determined by the Administrator (as defined in Section 1).

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BRAVEHEART BIO, INC.

2026 EXECUTIVE SEVERANCE AND CHANGE IN CONTROL PLAN AND SUMMARY PLAN DESCRIPTION

1.    Introduction and Purpose

This document serves as the Plan document and Summary Plan Description (“SPD”) for the severance pay and benefits provided under the Braveheart Bio, Inc. 2026 Executive Severance and Change in Control Plan (the “Plan”). Braveheart Bio, Inc., a Delaware corporation (including its successors, the “Company”), considers it essential to foster the continuous employment of key management personnel. The Company acknowledges the possibility of an involuntary termination of employment exists and that such possibility, and the uncertainty and questions that it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company.

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EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made between Braveheart Bio, Inc., a Delaware corporation (the “Company”), and [NAME] (the “Executive”) and is effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “EffectiveDate”). Except with respect to the Restrictive Covenants Agreement, the Equity Documents, the Executive Severance Plan (each of the foregoing, as defined below), the Indemnification Agreement between the Executive and the Company dated as of [DATE] (the “IndemnificationAgreement”), and the Participation Agreement dated of even date herewith between the Executive and the Company (the “Participation Agreement”), this Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation (i) the Offer Letter between the Executive and the Company dated [DATE] (the “Prior Agreement”), and (ii) any other offer lette

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BRAVEHEART BIO, INC.

2026 STOCK OPTION AND INCENTIVE PLAN

SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS

The name of the plan is the Braveheart Bio, Inc. 2026 Stock Option and Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Braveheart Bio, Inc. (the “Company”) and its Affiliates upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer identification of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company or one of its Affiliates.

The following terms shall be defined as set forth below:

“Act”means the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder.

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EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”), by and between Vogenx, Inc., a Delaware corporation (the “Company”), and James Green (“Executive”), is effective as of the closing of the Company’s first underwritten public offering of its equity securities (the “IPO”) pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”). The Company and Executive are the “Parties.” Except with respect to the Employee Non-Disclosure and Inventions Agreement signed by Executive on July 27, 2026 (“Nondisclosure Agreement”) and the Company’s Incentive Plan (as defined below), this Agreement supersedes in all respects all prior agreements between Executive and the Company regarding the subject matter hereof, including without limitation (i) the Employment Agreement between Executive and the Company dated June 21, 2021, as amended on April 1, 2025 (the “Prior Agreement”), and (ii) any other offer letter, employment agreement or severance agreement; provided, for the avoidance of doubt, th

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VOGENX, INC.

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ___________, 2026 between Vogenx, Inc., a Delaware corporation (the “Company”), and [name] (“Indemnitee”).

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WITNESSETH THAT:

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WHEREAS, highly competent persons have become more reluctant to serve corporations as directors, 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 corporation;

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**VOGENX, INC. **

**NON-EMPLOYEE DIRECTOR COMPENSATION POLICY **

The purpose of this Non-Employee Director Compensation Policy (the “Policy”) of Vogenx, Inc., a Delaware corporation (the “Company”), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries (“Outside Directors”). This Policy will become effective as of the effective time of the registration statement for the Company’s initial public offering of its equity securities (the “Effective Date”). In furtherance of the purpose stated above, all Outside Directors shall be paid compensation for services provided to the Company as Outside Directors as set forth below:

Cash Retainers

Annual Retainer for Board Membership: $40,000 for general availability and participation in meetings and conference calls of our Board of Directors. No additional compensation will be paid for attending individual meetings of the Board of Directors.

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EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”), by and between Vogenx, Inc., a Delaware corporation (the “Company”), and Steven Delmar (“Executive”), is effective as of the closing of the Company’s first underwritten public offering of its equity securities (the “IPO”) pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”). The Company and Executive are the “Parties.” Except with respect to the Employee Non-Disclosure and Inventions Agreement signed by Executive on July 27, 2026 (“Nondisclosure Agreement”) and the Company’s Incentive Plan (as defined below), this Agreement supersedes in all respects all prior agreements between Executive and the Company regarding the subject matter hereof, including without limitation (i) the Employment Agreement between Executive and the Company dated June 21, 2021, as amended on April 1, 2025 (the “Prior Agreement”), and (ii) any other offer letter, employment agreement or severance agreement; provided, for the avoidance of doubt,

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EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”), by and between Vogenx, Inc., a Delaware corporation (the “Company”), and William Wilkison (“Executive”), is effective as of the closing of the Company’s first underwritten public offering of its equity securities (the “IPO”) pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”). The Company and Executive are the “Parties.” Except with respect to the Employee Non-Disclosure and Inventions Agreement signed by Executive on July 27, 2026 (“Nondisclosure Agreement”) and the Company’s Incentive Plan (as defined below), this Agreement supersedes in all respects all prior agreements between Executive and the Company regarding the subject matter hereof, including without limitation (i) the Employment Agreement between Executive and the Company dated June 21, 2021, as amended on April 1, 2025 (the “Prior Agreement”), and (ii) any other offer letter, employment agreement or severance agreement; provided, for the avoidance of doub

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VOGENX, INC.

2026 EQUITY INCENTIVE PLAN

SECTION 1. *GENERAL PURPOSE OF THE PLAN; DEFINITIONS *

The name of the plan is the Vogenx, Inc. 2026 Equity Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Vogenx, Inc., a Delaware corporation (the “Company”), and its Affiliates upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer alignment of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company or one of its Affiliates.

The following terms shall be defined as set forth below:

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“Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder.

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Stripe Capital Program

Loan Agreement

Your business loan under this Loan Agreement is being offered by Celtic Bank.

Financing Summary

Loan Amount The amount of credit extended to you under this Agreement.	$250,000.00	Fixed Fee The cost of your Loan.	$30,000.00

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Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because they are both (i) not material and (ii) the type of information that the registrant treats as private or confidential. Omitted portions are indicated by [***].

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MASTER SERVICES AGREEMENT

COVER SHEET

This Master Services Agreement (this “Agreement”) is entered into as of the Effective Date set forth below by and between Sixtyfour AI, Inc., located at 539 Bryant St., Suite 304, San Francisco, CA 94107 (the “Company”) and the Customer identified below. This Cover Sheet, together with the attached Terms and Conditions, constitutes the entire Agreement between the parties with respect to the subject matter hereof.

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