Browse EX-10 agreements

MENTARI THERAPEUTICS, INC.

2025 EQUITY INCENTIVE PLAN

1. Purpose.

The purpose of this 2025 Equity Incentive Plan (the “Plan”) of Mentari Therapeutics, Inc., a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contributions to the Company and by providing such persons with equity ownership opportunities and performance-based incentives that are intended to better align the interests of such persons with those of the Company’s stockholders. Except where the context otherwise requires, the term “Company” shall include any of the Company’s present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”) and any other business venture (including, without limitation, joint venture or limited liability company) in which the Company has a controlling interest, as determined by the Boa

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FIRST AMENDMENT TO THE

MENTARI THERAPEUTICS, INC.

2025 EQUITY INCENTIVE PLAN

WHEREAS,Mentari Therapeutics, Inc., a Delaware corporation (the “Company”), maintains the Mentari Therapeutics, Inc. 2025 Equity Incentive Plan (the “Plan”); and

WHEREAS, pursuant to Section 10(d) of the Plan, the Board may amend the Plan at any time.

NOW, THEREFORE, pursuant to its authority under Section 10(d) of the Plan, the Board hereby amends the Plan as follows, effective as of September 18, 2025 (the “Amendment Effective Date”):

 

The first sentence of Section 4(a) of the Plan is hereby amended and restated in its entirety to read as follows:

“Subject to adjustment under Section 8 hereof, Awards may be made under the Plan covering up to 12,079,248 shares of common stock of the Company (the “Common Stock”), all of which may be granted as Incentive Stock Options (as defined below).”

 

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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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Executive Employment Agreement

 

This Executive Employment Agreement (this “Agreement”) is made and entered into as of May 1, 2026 (the “Effective Date”), by and between Gravitics, Inc., a Delaware corporation (the “Company”), and Andrew Jones (the “Executive”).

 

Recitals

 

The Company desires to employ Executive as an executive officer of the Company, and Executive desires to be employed by the Company, upon the terms and conditions set forth in this Agreement.

 

The parties desire to establish the terms and conditions of Executive’s employment, including compensation, benefits, and post-employment obligations.

 

The Company and Executive acknowledge the sensitive and proprietary nature of the Company’s business, intellectual property, and competitive position, and desire to establish protections commensurate with Executive’s access to such assets.

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Executive Employment Agreement

 

This Executive Employment Agreement (this “Agreement”) is made and entered into as of May 1, 2026 (the “Effective Date”), by and between Gravitics, Inc., a Delaware corporation (the “Company”), and Colin Doughan (the “Executive”).

 

Recitals

 

The Company desires to employ Executive as an executive officer of the Company, and Executive desires to be employed by the Company, upon the terms and conditions set forth in this Agreement.

 

The parties desire to establish the terms and conditions of Executive’s employment, including compensation, benefits, and post-employment obligations.

 

The Company and Executive acknowledge the sensitive and proprietary nature of the Company’s business, intellectual property, and competitive position, and desire to establish protections commensurate with Executive’s access to such assets.

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Executive Employment Agreement

 

This Executive Employment Agreement (this “Agreement”) is made and entered into as of May 1, 2026 (the “Effective Date”), by and between Gravitics, Inc., a Delaware corporation (the “Company”), and Michael Bowker (the “Executive”).

 

Recitals

 

The Company desires to employ Executive as an executive officer of the Company, and Executive desires to be employed by the Company, upon the terms and conditions set forth in this Agreement.

 

The parties desire to establish the terms and conditions of Executive’s employment, including compensation, benefits, and post-employment obligations.

 

The Company and Executive acknowledge the sensitive and proprietary nature of the Company’s business, intellectual property, and competitive position, and desire to establish protections commensurate with Executive’s access to such assets.

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Executive Employment Agreement

 

This Executive Employment Agreement (this “Agreement”) is made and entered into as of May 1, 2026 (the “Effective Date”), by and between Gravitics, Inc., a Delaware corporation (the “Company”), and Jim Royston (the “Executive”).

 

Recitals

 

The Company desires to employ Executive as an executive officer of the Company, and Executive desires to be employed by the Company, upon the terms and conditions set forth in this Agreement.

 

The parties desire to establish the terms and conditions of Executive’s employment, including compensation, benefits, and post-employment obligations.

 

The Company and Executive acknowledge the sensitive and proprietary nature of the Company’s business, intellectual property, and competitive position, and desire to establish protections commensurate with Executive’s access to such assets.

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FORM OF TAX MATTERS AGREEMENT

BY AND AMONG

MODINE MANUFACTURING COMPANY,

PLATINUM SPINCO INC.,

AND

GENTHERM INCORPORATED

DATED AS OF [•], 2026

 

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TABLE OF CONTENTS

 

 

  

Page

 

SECTION 1. DEFINITION OF TERMS

  

 

2

 

SECTION 2. ALLOCATION OF TAX LIABILITIES

  

 

12

 

Section 2.1 General Rule

  

 

12

 

Section 2.2 Employment Taxes

  

 

13

 

Section 2.3 Delayed SpinCo Assets; Delayed SpinCo Liabilities; Delayed Company Assets; Delayed Company Liabilities

  

 

13

 

Section 2.4 Straddle Period Tax Allocation

  

 

13

 

Section 2.5 Section 336(e) Tax Basis

  

 

13

 

Section 2.6 SpinCo Indebtedness

  

 

13

 

SECTION 3. PREPARATION AND FILING OF TAX RETURNS

  

 

14

 

Section 3.1 General

  

 

14

 

Section 3.2 Responsibility for Preparation and Filing

  

 

14

 

Section 3.3 Tax Reporting Practices

  

 

14

 

Section 3.4 Consolidated or Combined Tax Returns

  

 

15

 

Section 3.5 Right to Review and Consent to Tax Returns

  

 

15

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Final Form

FORM OF TRANSITION SERVICES AGREEMENT

BY AND BETWEEN

MODINE MANUFACTURING COMPANY

AND

PLATINUM SPINCO INC.

DATED AS OF [●], 2026

 

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TABLE OF CONTENTS

 

Page

  

 

 

ARTICLE I DEFINITIONS

  

 

1

 

Section 1.01 Definitions

  

 

1

 

ARTICLE II SERVICES

  

 

4

 

Section 2.01 Services

  

 

4

 

Section 2.02 Performance of Services

  

 

5

 

Section 2.03 Charges for Services

  

 

6

 

Section 2.04 Reimbursement for Out-of-Pocket Costs and Expenses

  

 

6

 

Section 2.05 Changes in the Performance of Services

  

 

6

 

Section 2.06 Transitional Nature of Services

  

 

6

 

Section 2.07 Subcontracting

  

 

6

 

Section 2.08 Local Agreements

  

 

7

 

Section 2.09 Service Limitations

  

 

7

 

Section 2.10 System Shut Down

  

 

8

 

Section 2.11 Use of Services

  

 

8

 

Section 2.12 Service Managers

  

 

8

 

ARTICLE III OTHER ARRANGEMENTS

  

 

8

 

Section 3.01 Access

  

 

8

 

Section 3.02 Transition Period Employees

  

 

9

 

ARTICLE IV BILLING; TAXES

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