Browse EX-10 agreements

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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[*] = 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.

ANTIBODY DISCOVERY AND OPTION AGREEMENT

by and between

KHANDA THERAPEUTICS LP

and

TALAWAR TX INC.

Dated as of June 1, 2026

Page 1

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CONFIDENTIAL

ANTIBODY DISCOVERY AND OPTION AGREEMENT

THIS ANTIBODY DISCOVERY AND OPTION AGREEMENT (“Agreement”) is entered into and effective as of June 1, 2026 (the “Effective Date”), by and between:

Khanda Therapeutics, L.P., a Delaware limited partnership with its registered office at [*] (“Khanda”), and

Talawar Tx Inc, a Delaware corporation with its registered office at [*] (“Talawar”).

Khanda and Talawar are also referred to herein individually as a “Party”, or collectively as the “Parties.”

RECITALS

WHEREAS, Khanda discovers and develops proprietary Antibodies (as defined below) against therapeutically relevant Targets (as defined below);

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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 May 6, 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 May 6, 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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Execution Version AMERICAS 134437851 HERTZ VEHICLE FINANCING III LLC, as Issuer, THE HERTZ CORPORATION, as Administrator, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and Securities Intermediary ____________ SERIES 2026-4 SUPPLEMENT dated as of August 27, 2026 to BASE INDENTURE dated as of June 29, 2021 ____________ $327,000,000 Series 2026-4 5.87% Rental Car Asset Backed Notes, Class A $48,000,000 Series 2026-4 6.50% Rental Car Asset Backed Notes, Class B $62,000,000 Series 2026-4 7.38% Rental Car Asset Backed Notes, Class C $40,000,000 Series 2026-4 10.70% Rental Car Asset Backed Notes, Class D $23,000,000 Series 2026-4 11.35% Rental Car Asset Backed Notes, Class E

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Execution Version AMERICAS 134357331 HERTZ VEHICLE FINANCING III LLC, as Issuer, THE HERTZ CORPORATION, as Administrator, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and Securities Intermediary ____________ SERIES 2026-3 SUPPLEMENT dated as of August 27, 2026 to BASE INDENTURE dated as of June 29, 2021 ____________ $245,250,000 Series 2026-3 5.51% Rental Car Asset Backed Notes, Class A $36,000,000 Series 2026-3 6.04% Rental Car Asset Backed Notes, Class B $46,500,000 Series 2026-3 7.02% Rental Car Asset Backed Notes, Class C $30,000,000 Series 2026-3 9.62% Rental Car Asset Backed Notes, Class D $17,250,000 Series 2026-3 10.33% Rental Car Asset Backed Notes, Class E

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Exhibit 10.14.1

June 5, 2026

CONFIDENTIAL

Willem Meintjes
[address]

Dear Willem:

This letter agreement (this “Agreement”) sets forth the terms and conditions of your separation from Marvell Semiconductor, Inc., a California corporation, and any affiliate thereof (individually and collectively, the “Company”). You should consult with your own attorney prior to signing this Agreement.

In exchange for valuable consideration given to you by the Company, the receipt and adequacy of which you hereby acknowledge, you hereby accept and agree to the following terms and conditions of your separation from the Company:

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