Browse EX-10 agreements

ASPEN NEUROSCIENCE, INC.

2026 EQUITY INCENTIVE PLAN

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TABLE OF CONTENTS

			Page
1.	Establishment, Purpose and term of Plan.		1
	1.1	Establishment	1
	1.2	Purpose	1
	1.3	Term of Plan	1

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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***

MASTER SUPPLY AGREEMENT

THIS MASTER SUPPLY AGREEMENT (this “Agreement”) is entered into as of January 25, 2022 (the “Effective Date”), by and between ClearPoint Neuro, Inc., a Delaware corporation (“ClearPoint”) and Aspen Neuroscience, Inc., a Delaware corporation (“Company”). ClearPoint and Company may be referred to as a “Party” or collectively as the “Parties.”

BACKGROUND

WHEREAS, ClearPoint has developed and manufactures and supplies certain Products (as defined below); and

WHEREAS, Company desires that ClearPoint manufacture and supply the Products and provide certain Services (as defined below) to Company as further described herein; and

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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***

Non-Exclusive License Agreement

This Agreement is made effective as of the 20th day of September 2019, (“Effective Date”) by and between iPS Academia Japan, Inc.(hereinafter “AJ”), a Japan corporation, with a principal office at 207 International Science Innovation Building East Wing, Kyoto University, 36-1 Yoshida-honmachi, Sakyo-ku, Kyoto, 606-8501, JAPAN and Aspen Neuroscience, Inc.(hereinafter “LICENSEE”), a Delaware corporation, with a principal office at 10835 Road to the Cure, Suite 100, San Diego, CA 92121, U.S.A. AJ and LICENSEE may be referred to individually as “Party” or collectively as “Parties”.

Recitals

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[CA ONLY: THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.]

THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

Aspen Neuroscience, INC.

STOCK OPTION AGREEMENT

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ASPEN NEUROSCIENCE, INC.

2026 EMPLOYEE STOCK PURCHASE PLAN

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Table of Contents

			Page1
1.	Establishment, Purpose and Term of Plan.		1
	1.1	Establishment	1
	1.2	Purpose	1
	1.3	Term of Plan	1

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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***

SECOND AMENDMENT TO COLLABORATION AND LICENSE AGREEMENT

THIS SECOND AMENDMENT (this “Second Amendment”) to the COLLABORATION AND LICENSE AGREEMENTdated January 22, 2024 (the “Agreement”), as previously amended in a First Amendment to Collaboration Agreement dated January 8, 2025 (the “First Amendment”) is effective as of October 28, 2025(“Second Amendment Effective Date”), by and between Aspen Neuroscience, Inc. (“Aspen”) andCell-X Technologies, Inc. (“Cell-X”).

WHEREAS, Cell-X and Aspen desire to further amend the Agreement upon the terms and conditions noted below;

WHEREAS, Cell-X and Aspen have agreed to amend and replace Schedule 4.1(a) Collaboration Plan of the Agreement;

WHEREAS, Cell-X and Aspen have agreed to amend and replace Schedule 4.1(b) Collaboration Budget of the Agreement; and

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Aspen Neuroscience, Inc.

Officer Severance and Change in Control Plan

Section 1. Introduction.

The Aspen Neuroscience, Inc. Officer Severance and Change in Control Plan (the “Plan”) is hereby established effective upon the date of the underwriting agreement between the Company and the underwriter(s) managing the initial public offering of the Company’s common stock, pursuant to which the common stock is priced for the initial public offering (the “Effective Date”). The purpose of the Plan is to provide for the payment of severance and/or change in control benefits to selected officers of Aspen Neuroscience, Inc.(the “Company”)as set forth herein. Capitalized terms used in the Plan not otherwise defined have the meanings set forth on Appendix Ato the Plan. Except as otherwise specifically set forth in a Participation Agreement, this Plan and the applicable Participation Agreement supersedes in its entirety any severance benefits that would otherwise be provided under any Separate Agreement, including but not limited to any severance, change in control or similar benefits set forth

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Aspen Neuroscience, Inc.

2018 STOCK PLAN

1.

Establishment, Purpose and Term of Plan.

1.1

Establishment.The Aspen Neuroscience, Inc. 2018 Stock Plan (the “Plan”) is hereby established effective as of May 18, 2018 (the “Effective Date”).

1.2

Purpose.The purpose of the Plan is to advance the interests of the Participating Company Group and its stockholders by providing an incentive to attract, retain and reward persons performing services for the Participating Company Group and by motivating such persons to contribute to the growth and profitability of the Participating Company Group. The Plan seeks to achieve this purpose by providing for Awards in the form of Options and Restricted Stock Awards.

1.3

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ASPEN NEUROSCIENCE, Inc.

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

Each member of the Board of Directors (the “Board”) of Aspen Neuroscience, Inc. (the “Company”) who is a non-employee director of the Company (each such member, a “Non-Employee Director”) will receive the compensation described in this Non-Employee Director Compensation Policy (the “Policy”) for such Board service.

This Policy may be amended at any time in the sole discretion of the Company’s Board of Directors (the “Board”) or the Compensation Committee of the Board (“Compensation Committee”).

Annual Cash Compensation

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CHANGE IN TERMS AGREEMENT

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Production Pricing Agreement (Standard)

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Effective Date: 1/1/2023

Seller Name (“Seller”)	Simwon America Corp / Simwon NA Corp.
Address	400 D’Arcy Pkwy Lathrop CA 95330 USA / 19200 Marketplace Ave Kyle, TX 78640 US
Place of Incorporation	California / Texas

Delivery Location	Tesla, Inc. (Fremont / Texas)
Address	45500 Fremont Blvd Fremont, CA 94538 USA / 1 Tesla Rd Austin, TX 78725 USA

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Facility Agreement

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USD 9,000,000

Between

The Export-import Bank Of Korea

As Lender

And

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SIMWON AMERICA CORP.

As Borrower

Dated as of December 23, 2025

CONTENTS

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Clause		Page
1.	Definitions And Interpretation	1
2.	The Facility	7
3.	Conditions Of Utilisation	7
4.	Utilisation	9
5.	Repayment	10
6.	Prepayment And Cancellation	10
7.	Interest	12
8.	Interest Periods	13

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