Browse EX-10 agreements

SIDE LETTER AND GUARANTY AGREEMENT

 

This Side Letter and Guaranty Agreement (this “Guaranty”) is made and entered into as of June 9, 2026, by and between Aditxt Inc., a Delaware corporation (“Guarantor”), and Copley Acquisition Corp, an exempted company incorporated under the laws of the Cayman Islands (“SPAC”).

 

RECITALS

 

WHEREAS, SPAC, Ignite Proteomics Holdings, Inc., a Delaware corporation (“Pubco”), Ignite Merger Sub I Inc., a Delaware corporation, Ignite Merger Sub II LLC, a Delaware limited liability company, Jeffrey M. Busch, as Seller Representative, Chibo Tang, as SPAC Representative, and Ignite Proteomics, LLC, a Delaware limited liability company (the “Company”), have entered into that certain Business Combination Agreement, dated as of [●], 2026 (as may be amended, restated, supplemented or otherwise modified from time to time, the “Business Combination Agreement”);

WHEREAS, the Company is a direct subsidiary of Guarantor;

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FORM OF SELLER SUPPORT AGREEMENT

 

This Seller Support Agreement (this “Agreement”) is made as of June ____, 2026 by and among (i) Copley Acquisition Corp, a Cayman Islands exempted company incorporated with limited liability (together with its successors, including after the Conversion (as defined below), the “SPAC”), (ii) Ignite Proteomics, LLC, a Delaware limited liability company (the “Company”), and (iii) the undersigned holders of membership interests and/or interests convertible into membership interests (collectively, the “Holders” and each, a “Holder”) of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.

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AMENDMENT TO LETTER AGREEMENT

THIS AMENDMENT TO LETTER AGREEMENT (this “Amendment”) is made and entered into as of [__], 2026, and shall be effective as of the Closing (defined below), by and among (i) Copley Acquisition Corp, a Cayman Islands exempted company incorporated with limited liability (“Company” or the “SPAC”), (ii) Copley Acquisition Sponsors, LLC, a Delaware limited liability company (the “Sponsor”), (iii) [Ignite Holdings, Inc.], a Delaware corporation (“Pubco”), (iv) Ignite Proteomics, LLC, a Delaware limited liability company (the “Target Company”), and (v) the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team and who, along with the Sponsor and other transferees of the applicable Company securities, is referred to as an “Insider” pursuant to the terms of the Letter Agreement (as defined below). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Original Letter Agreemen

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Exhibit 10.18

 

FACTORIAL ENERGY INC. 2026 EMPLOYEE STOCK PURCHASE PLAN

 

The purpose of the Factorial Energy Inc. 2026 Employee Stock Purchase Plan (the “Plan”) is to provide eligible employees of Factorial Energy Inc. (the “Company”) and each Designated Company (as defined in Section 11) with opportunities to purchase shares of Stock (as defined in Section 11). An aggregate of 1,830,211 shares of Stock have been approved and reserved for this purpose plus, on January 1, 2027 and each January 1 thereafter through January 1, 2036, the number of shares of Stock reserved and available for issuance under the Plan shall be cumulatively increased by the least of (i) 2% of the number of Outstanding Shares on the immediately preceding December 31st, (ii) 3,000,000 shares of Stock, or (iii) such number of shares of Stock as determined by the Administrator.

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Exhibit 10.14

 

FACTORIAL ENERGY INC.

FORM OF INDEMNIFICATION AGREEMENT

 

This Indemnification Agreement (“Agreement”) is made as of [________________] by and between Factorial Energy Inc., a Delaware corporation (the “Company”), and [____________] (“Indemnitee”).

 

RECITALS

 

WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company;

 

WHEREAS, in order to induce Indemnitee to provide services to the Company, the Company wishes to provide for the indemnification of, and advancement of expenses to, Indemnitee to the maximum extent permitted by law;

 

WHEREAS, the Certificate of Incorporation (as amended and in effect from time to time, the “Charter”) and the Bylaws (as amended and in effect from time to time, the “Bylaws”) of the Company require indemnification of the officers and directors of the Company, and Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (the “DGCL”);

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Exhibit 10.19

 

FACTORIAL ENERGY INC.

EXECUTIVE Change in Control SEVERANCE 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 Factorial Energy Inc. Executive Change in Control Severance Plan (the “Plan”). Factorial Energy 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 in connection with a Change in Control 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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Exhibit 10.10

 

EXECUTIVE EMPLOYMENT AGREEMENT

 

This Executive Employment Agreement (“Agreement”) is made by and between Factorial Inc. (the “Company”) and Jason Duva (the “Executive” and, together with the Company, the “Parties”), and shall be effective, subject to, and as of, the consummation of the transactions contemplated by the Business Combination Agreement, dated as of December 17, 2025, by and among Cartesian Growth Corporation III, Fenway MS, Inc. and the Company (the “Effective Date”).

 

WHEREAS, the Company desires to continue employing the Executive and the Executive desires to continue to be employed by the Company on the terms and conditions contained herein.

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

 

1.             Employment.

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Exhibit 10.11

 

EXECUTIVE EMPLOYMENT AGREEMENT

  

This Executive Employment Agreement (“Agreement”) is made by and between Factorial Inc. (the “Company”) and Richard Wei (the “Executive” and, together with the Company, the “Parties”), and shall be effective, subject to, and as of, the consummation of the transactions contemplated by the Business Combination Agreement, dated as of December 17, 2025, by and among Cartesian Growth Corporation III, Fenway MS, Inc. and the Company (the “Effective Date”).

 

WHEREAS, the Company desires to continue employing the Executive and the Executive desires to continue to be employed by the Company on the terms and conditions contained herein.

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

 

1.             Employment.

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Exhibit 10.8

 

EXECUTIVE EMPLOYMENT AGREEMENT

 

This Executive Employment Agreement (“Agreement”) is made by and between Factorial Inc. (the “Company”) and Siyu Huang (the “Executive” and, together with the Company, the “Parties”), and shall be effective, subject to, and as of, the consummation of the transactions contemplated by the Business Combination Agreement, dated as of December 17, 2025, by and among Cartesian Growth Corporation III, Fenway MS, Inc. and the Company (the “Effective Date”).

 

WHEREAS, the Company desires to continue employing the Executive and the Executive desires to continue to be employed by the Company on the terms and conditions contained herein.

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

 

1.             Employment.

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Exhibit 10.15

 

FACTORIAL ENERGY INC.

FORM OF INDEMNIFICATION AGREEMENT

 

This Indemnification Agreement (“Agreement”) is made as of [________________] by and between Factorial Energy Inc., a Delaware corporation (the “Company”), and [____________] (“Indemnitee”).

 

RECITALS

 

WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company;

 

WHEREAS, in order to induce Indemnitee to provide services to the Company, the Company wishes to provide for the indemnification of, and advancement of expenses to, Indemnitee to the maximum extent permitted by law;

 

WHEREAS, the Certificate of Incorporation (as amended and in effect from time to time, the “Charter”) and the Bylaws (as amended and in effect from time to time, the “Bylaws”) of the Company require indemnification of the officers and directors of the Company, and Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (the “DGCL”);

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2019 Stock Incentive Plan

 

of

 

Lionano SE Inc.

 

 

 

 

Table of Contents

 

Page

 

 

Purpose

1

 

Eligibility

1

 

Administration and Delegation

1

 

(a)

Administration by the Board

1

 

(b)

Appointment of Committees

2

 

Stock Available for Awards

2

 

(a)

Number of Shares

2

 

(b)

Substitute Awards

2

 

Stock Options

2

 

(a)

General

2

 

(b)

Incentive Stock Options

2

 

(c)

Exercise Price

3

 

(d)

Duration of Options

3

 

(e)

Exercise of Options

3

 

(f)

Payment Upon Exercise

4

 

Stock Appreciation Rights

5

 

(a)

General

5

 

(b)

Measurement Price

5

 

(c)

Duration of SARs

5

 

(d)

Exercise of SARs

5

 

Restricted Stock; Restricted Stock Units

5

 

(a)

General

5

 

(b)

Terms and Conditions for All Restricted Stock Awards

5

 

(c)

Additional Provisions Relating to Restricted Stock

5

 

(d)

Additional Provisions Relating to Restricted Stock Units

6

 

Other Stock-Based Awards

6

 

(a)

General

6

 

(b)

Terms and Conditions

7

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Exhibit 10.9

 

EXECUTIVE EMPLOYMENT AGREEMENT

 

This Executive Employment Agreement (“Agreement”) is made by and between Factorial Inc. (the “Company”) and Alex Yu (the “Executive” and, together with the Company, the “Parties”), and shall be effective, subject to, and as of, the consummation of the transactions contemplated by the Business Combination Agreement, dated as of December 17, 2025, by and among Cartesian Growth Corporation III, Fenway MS, Inc. and the Company (the “Effective Date”).

 

WHEREAS, the Company desires to continue employing the Executive and the Executive desires to continue to be employed by the Company on the terms and conditions contained herein.

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

 

1.             Employment.

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