Browse EX-10 agreements

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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Retension Pharmaceuticals, Inc.

1104 West Broad Street,

Suite 1064

Falls Church, Virginia 22046

Eric Keller

VIA Email

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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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FORM OF AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of April 22, 2025, by and among Retension Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule 1 hereto, each of which is referred to in this Agreement as an “Investor”, and each of the stockholders listed on Schedule 2 hereto, each of whom is referred to herein as a “Key Holder”.

RECITALS

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WHEREAS, certain of the Investors (the “Existing Investors”) hold shares of Series A Preferred Stock and possess information rights, rights of first offer and other rights pursuant to that certain Investors’ Rights Agreement, dated November 21, 2023, by and among the Company and such Existing Investors (the “Prior Agreement”);

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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 Eric Keller (“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.

1104 West Broad Street,

Suite 1064

Falls Church, Virginia 22046

30 March, 2026

Effective as of April 13, 2026

Alexander Schwartz

VIA Email

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	Re:	Offer of Employment

Dear Alex:

On behalf of Retension Pharmaceuticals, Inc., a Delaware corporation (the “Company”), I am pleased to extend this offer of employment (this “Offer Letter”) to you for the position of Chief Financial Officer of the Company, subject to approval by the board of directors. In this position, you will be reporting to the Chief Executive Officer of the Company.

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Retension Pharmaceuticals, Inc.

1104 West Broad Street,

Suite 1064

Falls Church, Virginia 22046

Effective as of February 23, 2026

Alison D. Schecter, MD

VIA Email

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	Re:	Offer of Employment

Dear Alison:

On behalf of Retension Pharmaceuticals, Inc., a Delaware corporation (the “Company”), I am pleased to extend this offer of employment (this “Offer Letter”) to you for the position of Chief Medical Officer of the Company. In this position, you will be reporting to the Chief Executive Officer of the Company.

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RETENSION PHARMACEUTICALS, INC.

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FIRST AMENDMENT TO RETENSION PHARMACEUTICALS, INC. 2024 STOCK INCENTIVE PLAN

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RECITALS

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A. On January 30, 2024, the Board of Directors (the “Board”) of Retension Pharmaceuticals, Inc., a Delaware corporation (the “Company”), adopted the Retension Pharmaceuticals, Inc. 2024 Stock Incentive Plan (the “Plan”).

B. Pursuant to Section 7(g) of the Plan, the Board may terminate, amend or modify the Plan or any portion thereof at any time.

C. The Board approved and adopted the following amendment to the Plan (the “First Amendment”) on May 2, 2024:

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AMENDMENT

**1. **Section 4 of the Plan is hereby amended and restated in its entirety as follows:

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