Browse EX-10 agreements

BAMBUSA THERAPEUTICS, INC.

CHANGE IN CONTROL AND SEVERANCE PLAN

AND SUMMARY PLAN DESCRIPTION

1.Introduction. The purpose of this Bambusa Therapeutics, Inc. Change in Control and Severance Plan (the “Plan”) is to provide assurances of specified benefits to certain employees of the Company whose employment could be being involuntarily terminated under the circumstances described in the Plan. This Plan is adopted by the Board effective as of the Effective Date, and upon the Effective Date, this Plan will supersede any severance benefits which may be available to a Participant under an individual agreement between any member of the Company Group and the Participant which is in effect as of the Effective Date. This Plan is an “employee welfare benefit plan,” as defined in Section 3(1) of ERISA. This document is both the written instrument under which the Plan is maintained and the required summary plan description for the Plan.

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CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN REDACTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

EXCLUSIVE LICENSE AGREEMENT

by and between

BAMBUSA THERAPEUTICS, INC.

and

BIOTHEUS INC.

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TABLE OF CONTENTS

1.							DEFINITIONS	2
2.							LICENSES	19
3.							NON-COMPETE	27
4.							BIOTHEUS DEVELOPMENT ACTIVITIES	28
5.							DEVELOPMENT AND COMMERCIALIZATION	28
6.							JOINT STEERING COMMITTEE	33

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Aspen Neuroscience, Inc.

INDEMNIFICATION AGREEMENT

This Indemnification Agreement, dated [_______], 2026, is made between Aspen Neuroscience, Inc., a Delaware corporation (the “Company”), and [______________] (the “Indemnitee”).

RECITALS

WHEREAS, the Company desires to attract and retain the services of talented and experienced individuals, such as Indemnitee, to serve as directors and officers of the Company and its subsidiaries and wishes to indemnify its directors and officers to the maximum extent permitted by law;

WHEREAS, the Company and Indemnitee recognize that corporate litigation in general has subjected directors and officers to expensive litigation risks;

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ASPEN NEUROSCIENCE, INC.

2026 EQUITY INCENTIVE PLAN

NOTICE OF GRANT OF RESTRICTED STOCK UNITS

Aspen Neuroscience, Inc., a Delaware corporation (the “Company”), has granted to the Participant an award (the “Award”) of certain units pursuant to the Aspen Neuroscience, Inc. 2026 Equity Incentive Plan (the “Plan”), each of which represents the right to receive on the applicable Settlement Date one (1) share of Stock. The Award is subject to all of the terms and conditions as set forth in this Notice of Grant of Restricted Stock Units (“Grant Notice”), and in the Plan and the Restricted Stock Units Agreement (“RSU 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 RSU 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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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 Andrew Spaventa (“Mr. Spaventa”). Each of Aspen and Mr. Spaventa is referred to herein individually as a “Party” and collectively as the “Parties” to this Agreement.

RECITALS

WHEREAS, Mr. Spaventa previously executed certain stock options to purchase shares of Common Stock of the Company pursuant to a Stock Option Agreement dated September 25, 2020;

WHEREAS, in connection with such option exercises, Mr. Spaventa executed the following Secured Full Recourse Promissory Note in favor of the Company: Secured Full Recourse Promissory Note dated February 8, 2021, in the original principal amount of $61,240.55 (the “Note”);

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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***

August 18, 2026

Aspen Neuroscience, Inc.

10835 Road to the Cure, Ste. 100

San Diego, CA, 92121

Attention: Damien McDevitt, President & CEO

E-mail: [***]

Ladies and Gentlemen:

Aspen Neuroscience, Inc., a Delaware corporation (“Aspen”), and Cell X Technologies, Inc., a Delawarecorporation (the “Cell X”), hereby agree upon the satisfaction (as determined in the reasonable discretion of Cell X and Aspen) of all of the Conditions (as defined below), Aspen and Cell X shall execute an Amendment to Secured Convertible Promissory Note Purchase Agreement, Secured Convertible Promissory Note and Side Letter and Security Interest Termination Agreement, in the form attached hereto as Exhibit A(the “Amendment”), and consummate the transactions contemplated thereby.

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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***

TORREY PINES SCIENCE PARK

LEASE

This Lease (the “Lease”) dated as of the date set forth in Section 1of the Summary of Basic Lease Information (the “Summary”) below, is made by and between HCP TPSP, LLC, a Delaware limited liability company (“Landlord”) and ASPEN NEUROSCIENCE, INC., a Delaware corporation (“Tenant”).

SUMMARY OF BASIC LEASE INFORMATION

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	Incentive Stock Option		Participant:
	Nonstatutory Stock Option		Date:

STOCK OPTION EXERCISE NOTICE

Aspen Neuroscience, Inc.
Attention: Chief Financial Officer

Ladies and Gentlemen:

1.

Option.I was granted an option (the “Option”) to purchase shares of the common stock (the “Shares”) of Aspen Neuroscience, Inc. (the “Company”) pursuant to the Company’s 2018 Stock Plan (the “Plan”), my Notice of Grant of Stock Option (the “Grant Notice”) and my Stock Option Agreement (the “Option Agreement”) as follows:

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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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