Browse EX-10 agreements

PARABILIS MEDICINES, INC.

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

The purpose of this Non-Employee Director Compensation Policy (the “Policy”) of Parabilis Medicines, Inc., a Delaware corporation (the “Company”), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries (“Outside Directors”). This Policy will become effective as of the effective time of the registration statement for the Company’s initial public offering of its equity securities (the “Effective Date”). In furtherance of the purpose stated above, all Outside Directors shall be paid compensation for services provided to the Company as Outside Directors as set forth below:

Cash Retainers

…

PARABILIS MEDICINES, INC.

SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN

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 Parabilis Medicines, 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).

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.

Administration

…

PARABILIS MEDICINES, INC.

INDEMNIFICATION AGREEMENT

(For Directors of a Delaware Corporation)

This Indemnification Agreement (“Agreement”) is made as of [●] by and between Parabilis Medicines, 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”);

…

PARABILIS MEDICINES, INC.

2026 EMPLOYEE STOCK PURCHASE PLAN

The purpose of the Parabilis Medicines, Inc. 2026 Employee Stock Purchase Plan (the “Plan”) is to provide eligible employees of Parabilis Medicines, Inc. (the “Company”) and each Designated Company (as defined in Section 11) with opportunities to purchase shares of the Company’s common stock, par value $0.0001 per share (“Stock”). shares of Stock in the aggregate have been approved and reserved for this purpose, plus on January 1, 2027 and each January 1 thereafter until the Plan terminates pursuant to Section 20, the number of shares of Stock reserved and available for issuance under the Plan shall automatically be cumulatively increased by the least of (i) shares of Stock, (ii) one percent (1%) of the number of Outstanding Shares on the immediately preceding December 31, and (iii) such number of shares of Stock as determined by the Administrator (as defined in Section 1).

…

PARABILIS MEDICINES, INC.

2026 STOCK OPTION AND INCENTIVE PLAN

sECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS

The name of the plan is the Parabilis Medicines, Inc. 2026 Stock Option and Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Parabilis Medicines, Inc. (the “Company”) and its Affiliates 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. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer identification of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company or one of its Affiliates.

The following terms shall be defined as set forth below:

“Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder.

…

SOFTWARE DEVELOPMENT AGREEMENT

This Software Development Agreement (“Agreement”) is made and entered into as of April 27, 2026 (“Effective Date”), by and between:

Developer: Centuno Company Limited, No.399, Interchange 21 Building, 33rd Floor, Sukhumvit Road, Khlong Toei Nuea Sub-district, Vadhana District, Bangkok Metropolis. Client: Luvulis Corporation, 6608 N Western Avenue 1121, Oklahoma City, OK 73116, USA.

RECITALS

WHEREAS, Developer provides software and API development services; and

WHEREAS, Client desires to engage Developer for the development of certain API infrastructure and related software components under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties agree as follows:

1. Development Services

…

Exhibit 10.20

Exhibit 10.19

Exhibit 10.5

 

 

 

 

LEASE AGREEMENT

THIS LEASE AGREEMENT (this “Lease”) is made as of February 1, 2022 (the “Effective Date”) by and between NEW HEIGHTS INDUSTRIAL PARK LLC, a Delaware limited liability company (“Landlord”), and FIRST BREACH INC., a Delaware corporation (“Tenant”).

R E C I T A L S

A.       Landlord is the owner of the improved real property located at 18450 Showalter Road, Hagerstown, Maryland 21742, which is more particularly described on Exhibit A (the “Property”).

B.       Tenant desires to lease a portion of the Property referred to as Bay 1 and Bay 2, comprising approximately 71,500 rentable square feet, as more particularly shown on Exhibit B (the “Premises”).

C.       Landlord has agreed to lease to Tenant, and Tenant has agreed to rent from Landlord, the Premises on the terms of this Lease.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and conditions contained herein, Landlord and Tenant hereby agree as follows:

1.             Term.

…

Exhibit 10.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

…

SAFEPOINT HOLDINGS, INC.

2026 EMPLOYEE STOCK PURCHASE PLAN

1. General; Purpose.

(a) The Plan provides a means by which Eligible Employees may be given an opportunity to purchase shares of Common Stock pursuant to an Employee Stock Purchase Plan.

(b) The Company, by means of the Plan, seeks to retain the services of existing Employees, to secure and retain the services of new Employees and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Related Corporations.

…