Browse EX-10 agreements

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 value $0.0001 per share (the “Parent Common Stock”) on the terms set forth in the Merger Agreement (the “Merger”); and

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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 private placement offering (the “Offering”) of a minimum of 795,455 Units of the Company’s securities, each “Unit” consisting of (i) one share of Company Common Stock, (ii) a warrant to purchase one share of Company Common Stock, exercisable from issuance until one year after the final closing of the Offering at an exercise price of $4.40 per share, and (iii) a warrant, to purchase one-half share of Company Common Stock, exercisable from issuance until five years after the final closing of

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[*].”

SPONSORED RESEARCH AGREEMENT

This sponsored research agreement (“Agreement”) is effective August 8, 2024 (“Effective Date”) and is between Duke University, a tax-exempt research and educational institution located in Durham, North Carolina, acting for and on behalf of its School of Medicine (“Duke”), and Centaur Bio a corporation with offices at 7805 Pemswood Street, Charlotte, NC 28277 (“Sponsor”). The parties represented in this Agreement shall be referred to individually as a “Party” and collectively as the “Parties”.

WHEREAS, the research contemplated by this Agreement is of mutual interest and benefit to Duke and Sponsor, and will further the instructional and research objectives of Duke in a manner consistent with its status as a non-profit research and educational institution.

NOW THEREFORE, in consideration of the promises and covenants herein, the Parties hereto agree as follows:

Definitions:

As used in this Agreement, the following terms shall have the following meanings:

Duke Investigator: [*], M.D.

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[*].”

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FIRST AMENDMENT TO LICENSE AGREEMENT

This First Amendment, dated August 9, 2024, is by and between Centaur Bio, Inc (“LICENSEE”) and Duke University ("DUKE").

WHEREAS, LICENSEE and DUKE entered into a license agreement dated January 11, 2023 (the "License Agreement"); and

WHEREAS, DUKE and LICENSEE desire to modify certain provisions of the License Agreement as provided herein.

NOW THEREFORE, DUKE and LICENSEE hereby agree as follows:

1. The following new Paragraphs 1.20 and 1.21 shall be added.

1.20 “SRA” means the Sponsored Research Agreement titled “Centaur-Duke Structured Research Agreement” entered into by DUKE and LICENSEE on August 8, 2024.

1.21  “IMPROVEMENTS” means any invention, patentable or otherwise, conceived as a direct result of the performance under the SRA, under the direction of [*] and where the invention has been disclosed in writing to DUKE’s Office for Translation & Commercialization.

2. The following new Paragraph 2.10 shall be added.

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[*].”

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PATENT LICENSE AGREEMENT

This Patent License Agreement (this “Agreement) is effective as of January 11, 2023 (the “EFFECTIVE DATE”), between Centaur Bio, Inc. (“LICENSEE”) having the address in Article 12 below, and Duke University, a nonprofit educational and research institution organized under the laws of North Carolina (“DUKE”). LICENSEE and DUKE hereby agree as follows:

Whereas DUKE and the National Cancer Institute (“NCI”), the agency of the U.S Department of Health and Human Services (“DHHS”) (jointly, the “LICENSORS”) have entered into Interinstitutional Agreements dated January 19, 2022 (NCI References numbers L-067-2022, L- 068-2022 and L-069-2022) granting to DUKE an exclusive license to NCI’s rights in the PATENT RIGHTS, with the right to sublicense, and the right to negotiate license terms and maintain patent protection and licenses for the commercialization of the PATENT RIGHTS as further defined below.

ARTICLE 1 – DEFINITIONS

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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);

WHEREAS, Talawar desires to engage Khanda to perform, and Khanda is willing to perform, certain research activities to discover, generate, identify, and characterize one or more Multispecific Antibody (as defined below) candidates directed to certain mutually agreed therapeutic Targets of interest to Talawar; and

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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

WHEREAS, Licensor is the owner or exclusive licensee of certain Patent Rights, Know-How, and other intellectual property relating to a bispecific antibody that is directed to both Interleukin-13 (“IL-13”) and [*] (“[*]”);

WHEREAS, Licensee desires to obtain, and Licensor desires to grant, a licence under the Licensed Technology (as defined below) to develop, manufacture, and commercialise Licensed Products in the Field in the Territory, subject to the terms and conditions set forth herein;

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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

WHEREAS, Licensor is the owner or exclusive licensee of certain Patent Rights, Know-How, and other intellectual property relating to a bispecific antibody that is directed to both Interleukin-13 (“IL-13”) and Interleukin-18 (“IL-18”);

WHEREAS, Licensee desires to obtain, and Licensor desires to grant, a licence under the Licensed Technology (as defined below) to develop, manufacture, and commercialise Licensed Products in the Field in the Territory, subject to the terms and conditions set forth herein; and

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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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TABLE OF CONTENTS Page AMERICAS 134437851 i ARTICLE I DEFINITIONS AND CONSTRUCTION ................................................................................ 2 Section 1.1 Defined Terms and References .................................................................................. 2 Section 1.2 Rules of Construction ................................................................................................ 2 ARTICLE II INITIAL ISSUANCE OF SERIES 2026-4 NOTES; FORM OF SERIES 2026-4 NOTES ............................................................................................................................................. 3 Section 2.1 Initial Issuance ........................................................................................................... 3 Section 2.2 Transfer Restrictions for Global

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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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TABLE OF CONTENTS Page AMERICAS 134357331 i ARTICLE I DEFINITIONS AND CONSTRUCTION ................................................................................ 2 Section 1.1 Defined Terms and References .................................................................................. 2 Section 1.2 Rules of Construction ................................................................................................ 2 ARTICLE II INITIAL ISSUANCE OF SERIES 2026-3 NOTES; FORM OF SERIES 2026-3 NOTES ............................................................................................................................................. 3 Section 2.1 Initial Issuance ........................................................................................................... 3 Section 2.2 Transfer Restrictions for Global

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Marvell Semiconductor, Inc.

5488 Marvell Lane

Santa Clara, California 95054 United States of America

Daniel Durn

[email]

June 8, 2026

Dear Dan,

It is our pleasure to offer you the position of Executive Vice President and Chief Financial Officerwith Marvell Semiconductor, Inc. ("the Company"), a subsidiary of Marvell Technology, Inc. (“Marvell”), at a salary of $850,000.00USD per year, subject to Marvell’s Board of Directors approving your appointment on June 10, 2026.

Your manager will be Matt Murphy, Chairman & CEO. Your work location will be at our Santa Clara, California office.

You will be eligible to participate in the Company’s Annual Incentive Plan (AIP)with a target bonus of 120%of your current base salary. The amount of your actual AIP bonus payment will be determined by the Company at its sole discretion based on the company’s performance against defined financial metrics. However, if your start date is after the last day of the third fiscal quarter, you will not be eligible to participate in the AIP for that fiscal year. You will be eligible to participate in the AIP for the following fiscal year. You must be an active Company employee at the time of the bonus payout to be eligible for payment. It is clarified that the Company retains the right to modify, amend or terminate its plans and policies, including the AIP, from time to time, at its sole discretion. Any such modification or amendment will be communicated to you. It is also clarified that any payment of bonus or other compensation in one financial year, under any of the Company’s plans and/or

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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:

1.SEPARATION.Provided you timely sign, return, and do not revoke this Agreement, and further timely execute, return, and do not revoke the Supplemental Release described in paragraph 15, your employment with the Company will terminate on April 17, 2027, (“Separation Date”), subject to possible adjustment by the Company pursuant to paragraph 2 below, and you will receive the Separation Benefits set forth in paragraph four (4) below. If you do not timely sign and return this Agreement, or you revoke this Agreement, your termination date will be June 26, 2026, and you will not be entitled to the payments or benefits set forth in paragraph four (4) below. You agree to execute the Termination Certificate attached to this Agreement as Exhibit Aon the Separation Date.

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