Browse EX-10 agreements

LEASE AGREEMENT

THIS LEASE AGREEMENT hereinafter known as the "Lease" is entered into this 15th day of October,  2023, by and between G&A Real Estate Trust Group LLC as the "Landlord" and Veriheal Inc. hereinafter known as the "Tenant."

WHEREAS, the Landlord desires to lease the Property defined herein under the terms and conditions as set forth herein; and

WHEREAS, the Tenant desires to lease the Property defined herein from the Landlord under the terms and conditions set forth herein.

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

PROPERTY. The Landlord owns property and improvements located at: 1700 EAST 17TH AVENUE, Denver, CO, 80218 (hereinafter referred to as the "Property").  Tenant will exclusively occupy the 2nd floor of the Property, pursuant to the terms of this Lease.

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Execution Version

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

[***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

SUB-LICENSE AGREEMENT

This SUB-LICENSE AGREEMENT (the “Agreement”), is made and effective as of April 8, 2011 (the “Effective Date”) by NT Life Sciences, LLC, a Delaware limited liability company (“Sublicensor”), Kadmon Pharmaceuticals, LLC, a Delaware limited liability company (“Sublicensee”) and Surface Logix, Inc., a Delaware corporation (“SLX”) (each of SLX, Sublicensor and Sublicensee being a “Party,” and collectively, the “Parties”).

BACKGROUND

A. WHEREAS, Sublicensor has obtained by way of a license agreement (the “Main License Agreement”) dated even date hereof between Sublicensor and SLX, certain intellectual property that SLX owns or has the right to license.

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FORM OF AMENDED AND RESTATED VOTING AGREEMENT

THIS AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”) is made and entered into as of April 22, 2025 by and among Retension Pharmaceuticals, Inc., a Delaware corporation (the “Company”), each holder of the Series A Preferred Stock, $0.0001 par value per share, of the Company (the “Series A Preferred Stock”) and each holder of the Series B Preferred Stock, $0.0001 par value per share, of the Company (the “Series B Preferred Stock” and collectively with the Series A Preferred Stock, the “Preferred Stock”) listed on Schedule 1 (together with any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to Sections 7.1(a) or 7.2 below, the “Investors”), and each holder of Common Stock, $0.0001 par value per share, of the Company (the “Common Stock”) listed on Schedule 2 (together with any subsequent stockholders or option holders or transferees thereof, who become parties hereto as “Key Holders” pursuant to Sections 7.1(b) or 7.2 below, the “Key Holders,” and to

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RETENSION PHARMACEUTICALS, INC.

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INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”), dated as of ________ __, 20__, is made between Retension Pharmaceuticals, 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 subjects directors and officers to expensive litigation risks, and that the amount of time and expense required to resolve such matters often bears no reasonable relationship to the merit of the claims asserted;

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Execution Version

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

[***] INDICATES THAT INFORMATION HAS BEEN REDACTED

EXCLUSIVE SUB-LICENSE AGREEMENT FOR KD-026 AND KD-027

This EXCLUSIVE SUB-LICENSE AGREEMENT (this “Agreement”), is made and effective as of February 13, 2019 (the “Effective Date”) by and between Kadmon Corporation, LLC (f/k/a Kadmon Pharmaceuticals, LLC), a Delaware limited liability company with its principal office at 450 East 29th Street, New York, NY 10016 (“Kadmon” or “Sublicensor”) and Redux Therapeutics, LLC, a Massachusetts limited liability company having its principal office at 902 Turkey Run Road, McLean, VA 22101 (“Redux”). Kadmon and Redux each are referred to herein as a “Party” and are referred to together as the “Parties.”

BACKGROUND

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Termination of Consulting Agreement

This Termination of Consulting Agreement (this “Termination Agreement”) is effective as of the Effective Date (as the term is defined in this Termination Agreement), by and between Retension Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and CRS Capital Ventures I, LLC (“Consultant”, and together with the Company, the “Parties” and each, a “Party”).

WHEREAS, the Company and Advisor entered into that certain Consulting Agreement, dated August 1, 2025 (the “Consulting Agreement”); and

WHEREAS, the Parties desire to correct certain errors in the Consulting Agreement, followed by the termination of the Consulting Agreement as corrected, with such termination being effective as the Effective Date.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Acknowledgement of Scrivener’s Errors and Amendments to Consulting Agreement.

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FORM OF AMENDED AND RESTATED RIGHT OF FIRST REFUSAL
AND CO-SALE AGREEMENT

THIS AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”), is made as of April 22, 2025 by and among Retension Pharmaceuticals, Inc., a Delaware corporation (the “Company”), the Investors (as defined below) listed on Schedule A and the Key Holders (as defined below) listed on Schedule B.

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WHEREAS, each Key Holder is the beneficial owner of shares of Capital Stock, or of options to purchase Common Stock;

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WHEREAS, the Company, the Key Holders and certain of the Investors (the “Existing Investors”) previously entered into that certain Right of First Refusal and Co-Sale Agreement dated November 21, 2023 (the “Prior Agreement”) in connection with the purchase of shares of Series A Preferred Stock of the Company, par value $0.0001 per share (the “Series A Preferred Stock”); and

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RETENSION PHARMACEUTICALS, INC.

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the “Agreement”), dated as of August 1, 2025 (the “Effective Date”), is by and between Response Pharmaceuticals, Inc, a Delaware corporation with offices at 1104 West Broad Street #1064 Falls Church, VA 22046, and its successors, subsidiaries and affiliates (collectively, the “Company”), and CRS Capital Ventures I, LLC, (“Consultant”) with an address of 47 W Ellsworth Rd Ann Arbor, MI 48108.

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:

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RETENSION PHARMACEUTICALS, INC.

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**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 Sabine Bisson (“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:

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RETENSION PHARMACEUTICALS, INC.
2024 STOCK INCENTIVE PLAN

1. Establishment, Purpose and Types of Awards

RETENSION PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), hereby establishes the RETENSION PHARMACEUTICALS, INC. 2024 STOCK INCENTIVE PLAN (the “Plan”). The purpose of the Plan is to promote the long-term growth and profitability of the Company by (i) providing key people with incentives to improve stockholder value and to contribute to the growth and financial success of the Company through their future services, and (ii) enabling the Company to attract, retain and reward the best-available persons.

The Plan permits the granting of stock options (including incentive stock options qualifying under Section 422 of the Code and nonqualified stock options), stock appreciation rights, restricted or unrestricted stock awards, phantom stock, restricted stock units, performance awards, other stock-based awards, or any combination of the foregoing.

2. Definitions

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RETENSION PHARMACEUTICALS, INC.

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FORM OF EXECUTIVE SEVERANCE PLAN

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AND SUMMARY PLAN DESCRIPTION

1. Introduction. The purpose of this Retension Pharmaceuticals, Inc. Executive Severance Plan (the “Plan”) is to provide assurances of specified benefits to certain executives of the Company whose employment is involuntarily terminated without Cause or voluntarily terminated for Good Reason under the circumstances described in the Plan. 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. This Plan shall become effective on the Effective Date.

2. Important Terms. The following capitalized terms will have the meanings set forth in this Section 2, unless a different meaning is plainly required by the context:

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**CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED **

ADVISORY SERVICES AGREEMENT

Retension Pharmaceuticals, Inc.

c/o Redux Therapeutics, LLC

902 Turkey Run Road

McLean, Virginia 22101

Attention: Eric L. Keller, CEO

Dear Mr. Keller:

This advisory services agreement (this “Agreement”) is made effective as of September 1, 2025 (the “Effective Date”), and is by and between Retension Pharmaceuticals, Inc. (the “Company”) and Collage Venture Partners, LLC (“Collage”). This Agreement confirms the engagement by on a non-exclusive (unless otherwise hereafter agreed upon by the parties, e.g., in connection with any particular Financing (defined in Section 1(a) below)) basis, to provide certain services (the “Services”) to the Company as set forth below.

1. Scope of Services.

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