Browse EX-10 agreements

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (this “Agreement”) is entered into as of February 11, 2025, by and between Adaptin Bio, Inc. (f/k/a Unite Acquisition 1 Corp.), a Delaware corporation (the “Company”), and L. Arthur Hewitt (the “Executive”).

WHEREAS, in connection with, and conditioned upon the completion of, the merger (the “Merger”) between the wholly-owned subsidiary of Unite Acquisition 1 Corp. and private company Adaptin Bio, Inc. (“Adaptin”), the Company wishes to employ Executive as its Chief Development Officer, and Executive wishes to accept such employment, on the terms set forth in this Agreement;

WHEREAS Executive acknowledges and agrees that through Executive’s association with Adaptin as an employee, Executive will acquire a considerable amount of knowledge and goodwill with respect to the business of the Company, which knowledge and goodwill are highly valuable to the Company and which would be detrimental to the Company if used by Executive to compete with the Company; and

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Exhibit 10.(12)(1)

FIRST AMENDMENT TO
EXECUTIVE EMPLOYMENT AGREEMENT

This First Amendment to Executive Employment Agreement (this “Amendment”) is entered into on October 3, 2025, by and between Adaptin Bio, Inc. (f/k/a Unite Acquisition 1 Corp.), a Delaware corporation (the “Company”), and Timothy L. Maness (the “Executive”). This Amendment is effective as of July 1, 2025 (the “Amendment Effective Date”).

WHEREAS, the Company and Executive are parties to that certain Executive Employment Agreement dated as of February 11, 2025 (the “Original Agreement”);

WHEREAS, the Company and Executive have agreed to amend certain provisions of the Original Agreement regarding Executive’s duties and salary; and

WHEREAS, acknowledging the provisions of Section 15(e) of the Original Agreement, the Company and Executive desire to enter into this Amendment to formalize their agreement regarding changes to the Original Agreement.

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LOCK-UP AGREEMENT

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This LOCK-UP AGREEMENT (this “Agreement”) is made as of February 11, 2025, by and between the undersigned person or entity (the “Restricted Holder”) and **Adaptin Bio, Inc. **(formerly known as Unite Acquisition 1 Corp.), a Delaware corporation (the “Parent”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined below).

WHEREAS, pursuant to the transactions contemplated under that certain Agreement and Plan of Merger and Reorganization, dated as of February 11, 2025 (the “Merger Agreement”), by and among the Parent, Adaptin Acquisition Co., a Delaware corporation and wholly-owned subsidiary of the Parent (the “Merger Sub”), and Adaptin Bio, Inc., a privately held Delaware corporation (“Adaptin”), Merger Sub will merge with and into Adaptin, with Adaptin continuing as the surviving entity, and a wholly owned subsidiary of the Parent, and, among other things, all of the outstanding stock of Adaptin will be exchanged for shares of common stock of the Parent, par valu

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Exhibit 10.(13)(1)

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FIRST AMENDMENT TO
EXECUTIVE EMPLOYMENT AGREEMENT

This First Amendment to Executive Employment Agreement (this “Amendment”) is entered into on October 3, 2025 (the “Amendment Effective Date”), by and between Adaptin Bio, Inc. (f/k/a Unite Acquisition 1 Corp.), a Delaware corporation (the “Company”), and L. Arthur Hewitt (the “Executive”).

WHEREAS, the Company and Executive are parties to that certain Executive Employment Agreement dated as of February 11, 2025 (the “Original Agreement”);

WHEREAS, the Company and Executive have agreed to amend certain provisions of the Original Agreement regarding Executive’s duties and compensation; and

WHEREAS, acknowledging the provisions of Section 15(e) of the Original Agreement, the Company and Executive desire to enter into this Amendment to formalize their agreement regarding changes to the Original Agreement.

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SUBSCRIPTION AGREEMENT

This Subscription Agreement (this “Agreement”) has been entered into by and between the purchaser set forth on the Omnibus Signature Page hereof (the “Purchaser”) and Adaptin Bio, Inc., a Delaware corporation (the “Company”), in connection with the private placement offering (the “Offering”) by the Company of Common Stock (as defined below).

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R E C I T A L S

A. The Company is offering, pursuant to this Agreement and the Other Subscription Agreements (as defined below), a minimum of 200,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a purchase price of $5.00 per share (the “Per Share Purchase Price”), for an aggregate purchase price of $1,000,000 (the “Minimum Offering Amount”) and a maximum of up to $4,000,000 (the “Maximum Offering Amount”).

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INDEMNITY AGREEMENT

This Indemnity Agreement (the “Agreement”), dated as of ____________, 2025 is entered into by and among Unite Acquisition 1 Corp., a Delaware corporation (the “Parent”), **Adaptin Bio, Inc., **a Delaware corporation (“Adaptin” and together with the Parent, the “Companies”), and the undersigned Indemnitee (the “Indemnitee”).

W I T N E S S E T H:

WHEREAS, Indemnitee is a director on the board of directors of the Parent (the “Board of Directors”) and/or an officer of the Parent, as well as a director and/or an officer of Merger Sub (hereinafter defined), and in such capacity(ies) is performing valuable services for the Parent; and

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of *               *, 2025, among Adaptin Bio, Inc., a Delaware corporation (the “Company”), the persons who have purchased the Offering Shares (as defined below) and have executed omnibus or counterpart signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”) and the persons or entities identified on Schedule 1 hereto holding Placement Agent Warrants (collectively, the “Brokers”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below or in the Subscription Agreement (as defined below).

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RECITALS:

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EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (this “Agreement”) is entered into as of February 11, 2025, by and between Adaptin Bio, Inc. (f/k/a Unite Acquisition 1 Corp.), a Delaware corporation (the “Company”), and Timothy L. Maness (the “Executive”).

WHEREAS, in connection with, and conditioned upon the completion of, the merger (the “Merger”) between the wholly-owned subsidiary of Unite Acquisition 1 Corp. and private company Adaptin Bio, Inc. (“Adaptin”), the Company wishes to employ Executive as its Chief Financial Officer, and Executive wishes to accept such employment, on the terms set forth in this Agreement;

WHEREAS Executive acknowledges and agrees that through Executive’s association with Adaptin as an employee, Executive will acquire a considerable amount of knowledge and goodwill with respect to the business of the Company, which knowledge and goodwill are highly valuable to the Company and which would be detrimental to the Company if used by Executive to compete with the Company; and

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SUBSCRIPTION AGREEMENT

This Subscription Agreement (this “Agreement”) has been entered into by and between the purchaser set forth on the Omnibus Signature Page hereof (the “Purchaser”) and **Unite Acquisition 1 Corp, **(to be renamed “Adaptin Bio, Inc.” upon consummation of the Merger (as defined below)), a Delaware corporation (the “Company”), in connection with the private placement offering (the “Offering”) by the Company.

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R E C I T A L S

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Advisory Services Agreement

Advisory Services Agreement (the “Agreement”), made this 11th day of February 2025, is entered into by Unite Acquisition 1 Corp., a Delaware corporation (the “Company”), and Lucius Partners LLC, a Delaware limited liability company (the “Advisor”).

WHEREAS, the Company proposes to (a) enter into that certain Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), by and among the Company, Adaptin Acquisition Co., a Delaware corporation and wholly owned subsidiary of the Corporation (“Merger Sub”), and Adaptin Bio, Inc., a privately held Delaware corporation (“Adaptin”), pursuant to which, among other things, Merger Sub would merge with and into Adaptin, with Adaptin continuing as the surviving entity and as a wholly owned subsidiary of the Corporation (the “Merger”), and all of the issued and outstanding capital stock of Adaptin will be exchanged for shares of common stock of the Company, par value $0.0001 per share (“Common Stock”); and (b) contemporaneously with the Merger, complete a

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ADAPTIN Bio, inc.

2025 EQUITY INCENTIVE PLAN

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2025 Equity Incentive Plan Approved by

the Board and Stockholders on February 11, 2025 and February 11, 2025, respectively

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1. Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel to serve as Employees, Directors or Consultants; to provide additional incentives to Employees, Directors and Consultants to contribute to the successful performance of the Company and any Related Entity; to promote the growth of the market value of the Company’s Common Stock; to align the interests of Participants with those of the Company’s stockholders; and to promote the success of the Company’s business.

2. Definitions. The following definitions will apply as used herein and in all individual Award Agreements except as a term may be otherwise defined in an individual Award Agreement. In the event a term is separately defined in an individual Award Agreement, such definition will supersede the definition contained in this Section 2.

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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT BOTH CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL.

PATENT AND KNOW-HOW LICENCE AGREEMENT

by and between

KHANDA THERAPEUTICS LP

and

TALAWAR TX INC.

Dated as of June 1, 2026

CONFIDENTIAL

Page 1

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PATENT AND KNOW-HOW LICENCE AGREEMENT

This PATENT AND KNOW-HOW LICENCE AGREEMENT (this “Agreement”) is made and entered into as of June 1, 2026 (the “Commencement Date”), by and between:

(1)

KHANDA THERAPEUTICS LP, a Delaware limited partnership, having its principal place of business at [*] (“Licensor” or “Khanda”); and

(2)

TALAWAR TX INC., a Delaware corporation, having its principal place of business at [*] (“Licensee” or “Talawar”).

Licensor and Licensee are referred to herein individually as a “Party” and collectively as the “Parties”.

RECITALS

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