Browse EX-10 agreements

Retension Pharmaceuticals, Inc.

1104 West Broad Street,

Suite 1064

Falls Church, Virginia 22046

Eric Keller

VIA Email

*** ***

Re: Offer of Employment

Dear Eric:

On behalf of Retension Pharmaceuticals, Inc., a Delaware corporation (the “Company”), I am pleased to extend this offer of employment (this “Offer Letter”) for the full-time position of Chief Executive Officer of the Company as set forth herein.

This letter summarizes some of the important aspects of your proposed employment with the Company. Further information about the terms and conditions of your employment is available in the personnel policies and information that the Company has previously disseminated or may in the future disseminate from time to time. You are advised to review the policies and procedures contained in such materials at your earliest opportunity, and to become familiar with them.

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RETENSION PHARMACEUTICALS,** INC.**

2026 EMPLOYEE STOCK PURCHASE PLAN

TABLE OF CONTENTS

				Page
1.	Establishment, Purpose and Term of Plan			1
	1.1	Establishment		1

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RETENSION PHARMACEUTICALS, INC.

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the “Agreement”), made effective as of January 1, 2024 (the “Effective Date”), is by and between Retension Pharmaceuticals, Inc, a Delaware corporation with offices at 902 Turkey Run Road, McLean, VA 22101 and its successors, subsidiaries and affiliates (collectively, the “Company”), and Michael Berendt (“Consultant”).

WITNESSETH

WHEREAS, the Company desires to have the benefit of Consultant’s knowledge and experience, and Consultant desires to provide consulting services to the Company, all as hereinafter provided in this Agreement;

NOW, THEREFORE, in consideration of the foregoing premises and mutual agreements hereinafter set forth, the Company and Consultant hereby agree as follows:

…

Execution Version

WARRANT CERTIFICATE

THIS WARRANT CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE SECURITIES ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW.

Warrant Shares Issuable:    Up to 4,000,000 Shares of Common Stock

Warrant Certificate No.:    No. P-1

Issue Date:    October 1, 2026 (the “Issue Date”)

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Execution Version

Amended and Restated Security Agreement

Dated as of

October 1, 2026

among

HICUITY HEALTH, INC., AND
AMBULNZ HOLDINGS, LLC

AS GRANTORS,

THE OTHER GRANTORS FROM TIME TO TIME PARTY HERETO

AND

PERCEPTIVE CREDIT HOLDINGS IV, LP,
AS ADMINISTRATIVE AGENT

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Table of Contents

SECTION    HEADING    PAGE

Section 1.01.    Certain Uniform Commercial Code Terms    1

Section 1.02.    Additional Definitions    2

Section 1.03.    Other Defined Terms    4

SECTION 2.    REPRESENTATIONS AND WARRANTIES    5

Section 2.01.    Title    5

Section 2.02.    Names, Etc.    5

Section 2.03.    Changes in Circumstances    5

…

Execution Version

Amended and Restated Credit Agreement and Guaranty

Dated as of

October 1, 2026

among

Hicuity Health, Inc. and

Ambulnz Holdings, LLC as the Borrowers,

The Guarantors from Time to Time Party hereto,
as Guarantors

The Lenders from Time to Time Party hereto,
as Lenders

and

Perceptive Credit Holdings IV, LP,
and its successors and assigns party hereto,
as Administrative Agent and as a Lender

4902-5131-0522

10004497

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Table of Contents

Section    Heading    Page

Section 1.01.    Certain Defined Terms    2

Section 1.02.    Accounting Terms and Principles    36

Section 1.03.    Interpretation    37

Section 1.04.    Divisions    38

Section 1.05.    Interest Rates    38

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TREX BIO, INC.

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the “Agreement”), made between TRex Bio, Inc., a Delaware corporation (the “Company”), and M. Johnston Erwin, Jr. (the “Executive” and, collectively with the Company, the “Parties”), is entered into as of October 2, 2026 (the “Effective Date”).

WHEREAS, the Company desires to continue to employ Executive as the Company’s Chief Executive Officer, and Executive desires to continue to serve in such capacity, pursuant to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

Section 1.

Employment by the Company.

1.1

Employment. This Agreement shall govern the terms of Executive’s continued employment with the Company, effective as of the Effective Date.

1.2

…

Name:
Number of Shares of Stock subject to the Stock Option:
Exercise Price Per Share:	$
Date of Grant:
[Vesting Commencement Date:]

TREX BIO, INC.
2026 Equity Incentive Plan

Non-Statutory Stock Option Agreement

(Non-Employee Directors)

This agreement (this “Agreement”) evidences a stock option granted by TRex Bio, Inc. (the “Company”) to the individual named above (the “Participant”), pursuant to and subject to the terms of the TRex Bio, Inc. 2026 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.

1.

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TRex Bio, Inc.
2026 Employee Stock Purchase Plan

1.

Defined Terms

Exhibit A, which is incorporated by reference, defines the terms used in the Plan and sets forth certain operational rules related to those terms.

2.

Purpose of Plan

The Plan is intended to enable Eligible Employees to use payroll deductions to purchase shares of Stock in offerings under the Plan and thereby acquire an interest in the Company. The Plan is intended to qualify as an “employee stock purchase plan” under Section 423 and to be exempt from the application and requirements of Section 409A of the Code and is to be construed accordingly.

3.

Common Shares Subject to the Plan

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Private and Confidential

October 2, 2026

Ali Zarrin

Address on File with the Company

Re: Employment Agreement

Dear Ali:

Trex Bio, Inc., a Delaware corporation (the “Company”), is pleased to offer you continued employment pursuant to the following terms (this “Agreement”):

1.

Position. You will serve as the Company’s Chief Scientific Officer, and you will report to the Company’s Chief Executive Officer. You agree to perform such duties consistent with your position and as the Company may direct from time to time. This is a full‑time exempt position. By signing this Agreement, you represent and warrant that your signing of this Agreement and the performance of your obligations under it will not breach or be in conflict with any other agreement to which you are a party or are bound, and that you are not now subject to any covenants against competition or similar covenants or any court order that could affect the performance of your obligations under this Agreement.

2.

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INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [•], 2026 between TRex Bio, Inc., a Delaware corporation (the “Company”), and [•] (“Indemnitee”).

WITNESSETH THAT:

WHEREAS, highly competent persons have become more reluctant to serve corporations as directors 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 corporation;

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TRex Bio, Inc.
2026 Equity Incentive Plan

1.

DEFINED TERMS

Exhibit A, which is incorporated by reference, defines certain terms used in the Plan and includes certain operational rules related to those terms.

2.

PURPOSE

The Plan has been established to advance the interests of the Company by providing for the grant to Participants of Stock and Stock-based Awards.

3.

ADMINISTRATION

The Plan will be administered by the Administrator. The Administrator has discretionary authority, subject only to the express provisions of the Plan, to administer and interpret the Plan and any Awards; to determine eligibility for and grant Awards; to determine the exercise price, base value from which appreciation is measured, or purchase price, if any, applicable to any Award; to determine, modify, accelerate or waive the terms and conditions of any Award; to determine the form of settlement of Awards (whether in cash, shares of Stock, other Awards or other property); to prescribe forms, rules and procedures relating to the Plan and Awards; and to otherwise do all things necessary or desirab

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