Browse EX-10 agreements

**Dated February 17, 2026 **

**SLATE MEDICINES, INC. **

**SLATE MEDICINES UK LIMITED **

**FORBION VENTURES FUND VII COÖPERATIEF U.A **

**AND **

**FORDD VENTURES VII B.V. **

**SHARE EXCHANGE AGREEMENT **

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This Share Exchange Agreement (this “Agreement”) is made on February 17, 2026 Between

(1)	SLATE MEDICINES, INC., a Delaware corporation having its principal place of business at 200 Berkeley St., 18th Floor, Boston, MA 02116 (the “Company”);

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**EMPLOYMENT AGREEMENT **

This **EMPLOYMENT AGREEMENT **(the “Agreement”) is entered into on May 18, 2026, by and between John W. Umstead V (the “Executive”) and Slate Medicines, Inc. (the “Company”).

The Company desires to employ the Executive and, in connection therewith, to compensate the Executive for Executive’s personal services to the Company; and

Executive wishes to be employed by the Company and provide personal services and certain covenants to the Company in return for certain compensation and benefits.

Accordingly, in consideration of the mutual promises and covenants contained herein, the parties agree to the following:

1. EMPLOYMENT BY THE COMPANY.

1.1 Position**. **Subject to the terms set forth herein, the Company agrees to employ Executive initially in the position of Chief Financial Officer, and Executive hereby accepts such employment.

1.2 Start Date**. **Executive’s employment with the Company shall commence on May 18, 2026, or such other date mutually agreed to in writing by Executive and the Company. The date Executive actually commences working for the Company is referred to as Executive’s “Start Date.” Prior to the Start Date or in the event that Executive does not commence employment with the Company under this Agreement, the Company shall have no obligation to provide Executive with compensation and benefits (including, but not limited to, the “Severance Benefits” or “Change in Control Severance Benefits” stated in Section 6.1 or 6.2).

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**EMPLOYMENT AGREEMENT **

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on April 1, 2026 by and between Neil Buckley (the “Executive”) and Slate Medicines, Inc. (the “Company”).

The Company desires to employ the Executive and, in connection therewith, to compensate the Executive for Executive’s personal services to the Company; and

Executive wishes to be employed by the Company and provide personal services and certain covenants to the Company in return for certain compensation and benefits.

Accordingly, in consideration of the mutual promises and covenants contained herein, the parties agree to the following:

	1.	**EMPLOYMENT BY THE COMPANY. **

1.1 Position**. **Subject to the terms set forth herein, the Company agrees to employ Executive in the position of President and Chief Operating Officer, and Executive hereby accepts such employment.

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**EMPLOYMENT AGREEMENT **

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on April 7, 2026 (the “Effective Date”) by and between Gregory Oakes (the “Executive”) and Slate Medicines, Inc. (the “Company”).

The Company desires to employ the Executive and, in connection therewith, to compensate the Executive for Executive’s personal services to the Company; and

Executive wishes to be employed by the Company and provide personal services and certain covenants to the Company in return for certain compensation and benefits.

Accordingly, in consideration of the mutual promises and covenants contained herein, the parties agree to the following:

**1. EMPLOYMENT BY THE COMPANY. **

1.1 Position; Board Role**. **Subject to the terms set forth herein, the Company agrees to employ Executive in the position of Chief Executive Officer, and Executive hereby accepts such employment. While Executive serves as Chief Executive Officer, Executive shall also serve as a Director of the Board of Directors of the Company (the “Board”) at the pleasure of the Board in accordance with the Company’s governing documents and applicable law.

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**SLATE MEDICINES, INC. **

**2024 EQUITY INCENTIVE PLAN **

Board of Directors						Stockholders
Adopted		September 10, 2024		Approved		September 10, 2024
Amended		February 17, 2026		Amended		February 17, 2026
Termination Date: September 09, 2034

1.	General.

(a) Eligible Stock Award Recipients. Employees, Directors and Consultants are eligible to receive Stock Awards.

(b) Available Stock Awards. The Plan provides for the grant of the following types of Stock Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) Stock Appreciation Rights, (iv) Restricted Stock Awards, (v) Restricted Stock Unit Awards and (vi) Other Stock Awards.

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Quantumsphere Acquisition Corporation

September 1, 2026

Via email

SACH Pte. Ltd.

Attn: Jonathan Zhang

Email: jonathan@omnivate.co

cc:	KPMG Law Firm

Attn: Lawrence Ong, Executive Consultant

Email: lawrenceong@kpmg.com.tw

Re:	Termination of Agreement and Plan of Merger dated October 3, 2025

Dear Mr. Zhang:

This letter will serve as notice that each of Quantumsphere Acquisition Corporation, QUMS Pubco Ltd., and SACH Merge Sub Ltd. (the “Purchaser Parties”) hereby terminate the Agreement and Plan of Merger dated October 3, 2025 (the “Merger Agreement”) pursuant to Section 13.2(a) of the Merger Agreement. Following the Notice of Default given to SACH Pte. Ltd. (the “Company”) on July 14, 2026, the Company has failed to cure the defaults under the Merger Agreement identified therein within the requisite thirty (30) day period. The Purchaser Parties reserve all rights to seek recovery of damages, costs, expenses, and to seek other legal and equitable relief available under the Merger Agreement and applicable law.

Quantumsphere Acquisition Corporation

By:	/s/ Ping Zhang
	Ping Zhang
	Chief Executive Officer

BIORESTORATIVE THERAPIES, INC.

INDEMNIFICATION AGREEMENT

This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into on ____________, 2026 by and between BioRestorative Therapies, Inc., a Nevada corporation (the “Company”), and ________________ (“Indemnitee”).

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WITNESSETH THAT:

WHEREAS, highly competent persons have become more reluctant to serve companies 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 company;

WHEREAS, although the furnishing of liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities has been a customary and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself. The Articles of Incorporation of the Company, as amended (the “Charter”), and the Bylaws of the Company, as amended (the “Bylaws”),

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CONSULTING AGREEMENT

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This CONSULTING AGREEMENT dated as of August 27, 2026 (this “Agreement”), is made and entered into between BioRestorative Therapies Inc. (the “Company, a Nevada Corporation”), and EEAK Consulting LLC and Wyoming company (the “Consultant”).

WHEREAS, the Company desires to engage the Consultant to provide certain consulting services described on **Exhibit A **(the “Services”) to the Company pursuant to the terms and conditions of this Agreement;

WHEREAS, the Consultant has designated Katharyn Field to perform the Services;

NOW, THEREFORE, in consideration of the above premises and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto agree as follows:

	1.	Independent Consultant.

During the term of this Agreement, Consultant will perform the Services in a diligent and professional matter, and in compliance with all applicable laws and regulations. The Company, through the action of its Board, hereby engages the Consultant, and the Consultant will serve the Company, as a consultant.

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CFO CONSULTING AGREEMENT

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This CFO CONSULTING AGREEMENT dated as of **August 27, 2026 **(this “Agreement”), is made and entered into between BioRestorative Therapies Inc. (the “*Company, *a Nevada Corporation”), and BPC Consulting Ltd., an Ontario, Canada corporation (the “Consultant”).

WHEREAS, the Company desires to engage the Consultant to provide certain consulting services described on Exhibit A (the “Services”) to the Company pursuant to the terms and conditions of this Agreement;

WHEREAS, the Consultant has designated Anna Skowron to perform the Services as non-employee Fractional Chief Financial Officer;

WHEREAS, the Board of Directors of the Company (the “Board”) has appointed the Designee, to serve as the Chief Financial Officer of the Company, upon the terms and subject to the conditions hereinafter set forth; and

WHEREAS, the Designee has the necessary skills and qualifications to serve as the Fractional Chief Financial Officer and has agreed to serve as such, upon the terms and subject to the conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the above premises and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto agree as follows:

	1.	Independent Consultant.

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CONSULTING AGREEMENT

This CONSULTING AGREEMENT dated as of August 27, 2026 (this “Agreement”), is made and entered into between BioRestorative Therapies, Inc., a Nevada corporation (the “Company”), and Currensea Capital LLC, a Wyoming limited liability company (the “Consultant”).

WHEREAS, the Company desires to engage the Consultant to provide certain consulting services described on **Exhibit A **(the “Services”) to the Company pursuant to the terms and conditions of this Agreement;

WHEREAS, the Consultant has designated Mika Grasso (the “Designee”) to perform the Services;

NOW, THEREFORE, in consideration of the above premises and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto agree as follows:

	1.	Independent Consultant.

During the term of this Agreement, Consultant will perform the Services in a diligent and professional manner, and in compliance with all applicable laws and regulations. The Company, through the action of its Board, hereby engages the Consultant, and the Consultant will serve the Company, as a consultant.

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CREDIT AGREEMENTDated as of August 26, 2026amongT-POP FINANCE HOLDINGS, LLC, as the Initial Primary Borrower,andThe other Borrowers from time to time Party Hereto, as Borrowers,The Lenders and L/C Issuers Party Hereto,WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agentand the Lead Arranger,

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Table of Contents

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**SECOND REVISED, AMENDED AND RESTATED **

**MUTUAL ASSISTANCE AGREEMENT **

This Second Revised, Amended and Restated Mutual Assistance Agreement (“Mutual*** ****_Assistance Agreement” or “Agreement_”) is entered by and among the companies listed on the signature page hereto (each a “Company*” and collectively the “**_Companies_**”).

WHEREAS, each Company is a subsidiary of FirstEnergy Corp. (“**_FirstEnergy_**”);

WHEREAS, FirstEnergy Service Company (“Service Company”) provides corporate, administrative, management and other services within the FirstEnergy holding company system under Service Company agreements;

WHEREAS, from time to time, the Companies may request and/or may require non-power goods and services from one or more of their affiliated companies (individually, “Affiliate**” and collectively, “Affiliates**”) within the FirstEnergy holding company system; and

WHEREAS, from time to time various opportunities arise for the Companies to effect economies of scale and better utilization of available resources through transfers of a broader range of goods and services by, between and among the Companies, such that the Companies desire to enter into this Mutual Assistance Agreement, which supersedes any other agreements that may have existed between the parties hereto related to the matters covered by this Mutual Assistance Agreement, as applicable, for providing goods and services between them;

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

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