Browse EX-10 agreements

SUBLEASE AGREEMENT

This Sublease Agreement (“Sublease”) is dated as of December 12, 2025 (the “Effective Date”), by and between APERTURE GROUP, LLC, a California limited liability company (“Sublandlord”), and BRAVEHEART BIO, INC., a Delaware corporation, (“Subtenant”).

RECITALS

A.    Pursuant to that certain Lease Agreement dated as of February 5, 2021, by and between Letterman Digital Arts Ltd., a California corporation (“Master Landlord”) and Sublandlord (the “Master Lease”), Sublandlord currently leases from Master Landlord that certain premises commonly known as Suite 300 on the fourth floor of One Letterman Drive Building A, San Francisco, CA 94129 (the “Master Lease Premises”).

B.    Subtenant desires to sublease the following portion of the Master Lease Premises from Sublandlord: Office A4220, A4218 and A4219, Internal Office A4-222 and A4-223, and the appurtenant open office space, all as depicted on Exhibit Aattached hereto (“Subleased Premises”).

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BRAVEHEART BIO, INC.

2025 STOCK OPTION AND GRANT PLAN

SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS

The name of the plan is the Braveheart Bio, Inc. 2025 Stock Option and Grant Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, directors, Consultants and other key persons of Braveheart Bio, Inc., a Delaware corporation (including any successor entity, the “Company”) and its Subsidiaries, 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.

The following terms shall be defined as set forth below:

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BRAVEHEART BIO, INC.

SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN

1.Purpose

This Senior Executive Cash Incentive Bonus Plan (the “Incentive Plan”) is intended to provide an incentive for superior work and to motivate eligible executives of Braveheart Bio, Inc. (the “Company”) and its subsidiaries toward even higher achievement and business results, to tie their goals and interests to those of the Company and its stockholders and to enable the Company to attract and retain highly qualified executives. The Incentive Plan is for the benefit of Covered Executives (as defined below).

2.Covered Executives

From time to time, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) may select certain key executives (the “Covered Executives”) to be eligible to receive bonuses hereunder. Participation in the Incentive Plan does not change the “at will” nature of a Covered Executive’s employment with the Company.

3.Administration

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CONSULTING AGREEMENT

Effective August 29, 2025 (the “Start Date”), David Malek (“Consultant”) and Braveheart Bio, Inc. (“Company”) agree as follows:

1.Services; Payment; No Violation of Rights or Obligations. Consultant agrees to undertake and complete the Services (as defined in Exhibit A) in accordance with and on the schedule specified in Exhibit A. As the only consideration due Consultant regarding the subject matter of this Agreement, Company will pay Consultant in accordance with Exhibit A. Unless otherwise specifically agreed upon by Company in writing (and notwithstanding any other provision of this Agreement), all activity relating to Services will be performed by and only by Consultant or by employees of Consultant and only those such employees who have been approved in writing in advance by Company.Consultant agrees that it will not (and will not permit others to) violate any agreement with or rights of any third party or, except as expressly authorized by Company in writing hereafter, use or disclose at any time Consultant’s own or any third party’s confidential informa

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BRAVEHEART BIO, INC.

INDEMNIFICATION AGREEMENT

(For Directors of a Delaware Corporation)

This Indemnification Agreement (“Agreement”) is made as of [●] by and between Braveheart Bio, 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 or continue 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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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

EXCLUSIVE LICENSE AGREEMENT

This Exclusive License Agreement (the “Agreement”) is entered into as of September 3, 2025 (the “Effective Date”), by and between Jiangsu Hengrui Pharmaceuticals Co., Ltd (“Hengrui”) and Braveheart Bio, Inc. (“Licensee”). Hengrui and Licensee may sometimes individually be referred to herein as a “Party” or, collectively, as the “Parties”.

RECITALS

WHEREAS,Hengrui Controls certain intellectual property rights relating to Licensed Compounds and Licensed Products; and

WHEREAS, Licensee wishes to acquire from Hengrui, and Hengrui wishes to grant to Licensee, certain licenses as set forth herein to Exploit the Licensed Compounds and Licensed Products in the Field in the Territory.

NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth herein, the Parties, intending to be legally bound, agree as follows:

ARTICLE I

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BRAVEHEART BIO, INC.

COMPENSATION RECOVERY POLICY

Adopted as of June 24, 2026, subject to effectiveness of the Company’s Registration Statement on Form S-1 for its initial public offering.

Braveheart Bio, Inc., a Delaware corporation (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below.

1.    Overview

The Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation from Covered Persons (as defined below) in accordance with rules issued by the United States Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Nasdaq Global Market.    Capitalized terms used and not otherwise defined herein shall have the meanings given in Section 3 below.

2.    Compensation Recovery Requirement

In the event the Company is required to prepare a Financial Restatement, the Company shall recover reasonably promptly all Erroneously Awarded Compensation with respect to such Financial Restatement.

3.    Definitions

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LEASE AGREEMENT

between

BRITTAN WEST OWNER, LLC,

a Delaware limited liability company,

as “Landlord”

and

ATTOVIA THERAPEUTICS, INC.,

a Delaware corporation,

as “Tenant”

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***TABLE OF CONTENTS ***

				Page
1.		PREMISES			5
2.		TERM; POSSESSION			7
3.		RENT			8
4.		SECURITY DEPOSIT; LETTER OF CREDIT			14

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FORM OF INDEMNITY AGREEMENT

This Indemnity Agreement, dated as of _____________, 2026 is made by and between Attovia Therapeutics, Inc., a Delaware corporation (the “Company”), and _____________________, a director, officer or key employee of the Company or one of the Company’s Subsidiaries or Affiliates (as those terms are defined below) or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).

RECITALS

A. The Company is aware that competent and experienced persons are increasingly reluctant to serve as representatives of corporations unless they are protected by comprehensive liability insurance and indemnification, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no relationship to the compensation of such representatives;

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**ATTOVIA THERAPEUTICS, INC. **

**2023 EQUITY INCENTIVE PLAN **

**As Adopted on June 1, 2023 **

**As Amended on April 30, 2025 **

**As Amended on March 28, 2025 **

1. PURPOSE.** **The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, its Parent and Subsidiaries by offering eligible persons an opportunity to participate in the Company’s future performance through the grant of Awards covering Shares. Capitalized terms not defined in the text are defined in Section 14 hereof. Although this Plan is intended to be a written compensatory benefit plan within the meaning of Rule 701, grants may be made pursuant to this Plan that do not qualify for exemption under Rule 701 or Section 25102(o). Any requirement of this Plan that is required in law only because of Section 25102(o) need not apply if the Committee so provides.

2. SHARES SUBJECT TO THE PLAN.

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**ATTOVIA THERAPEUTICS, INC. **

**FORM OF STOCK PURCHASE AGREEMENT **

THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of [●], (the “Effective Date”), by and between ATTOVIA THERAPEUTICS, INC., a Delaware corporation (the “Company”), [●]** **(“Purchaser”)[, and [●] (the “Service Provider”)].

WHEREAS, the Company desires to issue, and Purchaser desires to acquire, stock of the Company as herein described, on the terms and conditions hereinafter set forth;

NOW, THEREFORE, IT IS AGREED between the parties as follows:

**1. PURCHASE AND SALE OF STOCK. **

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**CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL. **

Confidential

***SECOND AMENDED AND RESTATED PLATFORM LICENSE AGREEMENT ***

This Second Amended and Restated Platform License Agreement (“Agreement”) is entered into by Alamar Biosciences, Inc. (“Alamar”), having its principal place of business at 47071 Bayside Parkway, Fremont, CA 94538, and Attovia Therapeutics, Inc. (“Licensee”), having its principal place of business at 1091 Industrial Road, Suite 301, San Carlos, CA 94070, and is retroactively effective June 1, 2023 (“Effective Date”). In consideration of the mutual covenants and promises set forth in this Agreement, the parties agree as follows:

1. Definitions.

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