Browse EX-10 agreements

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AMENDMENT TO EXECUTIVE EMPLOYMENT AND COMPENSATION AGREEMENT

This Amendment (this “Amendment”), dated as of the 17th day of December, 2024, amends the Executive Employment and Compensation Agreement, dated March 22, 2023 (the “Employment Agreement”), by and between NuvOx Therapeutics, Inc., as successor in interest to NuvOx Pharma, L.L.C. (the “Company”), and Evan C. Unger, M.D. (“Executive”). Capitalized terms used herein without definition shall have the meanings assigned in the Employment Agreement.  

WHEREAS, Executive and the Company desire to amend the Employment Agreement.

NOW THEREFORE, for the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree to amend the Employment Agreement as follows:

1. Amendments

1.1 The first sentence of Section 2.1. of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

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CONSULTING AGREEMENT

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This CONSULTING AGREEMENT (the “Agreement”) is made effective as of September 8, 2021 (the “Effective Date”), by and between NuvOx Pharma, an Arizona limited liability company (the “Company”), and Banyanbaum, LLC, an Arizona limited liability company (“Consultant”).

Recitals:

WHEREAS, the Company engages in the business of drug development, specifically in the fields of oxygen therapeutics and fluorocarbon technology (the “Business”); and

WHEREAS, the Company and Consultant desire to enter into this Agreement for Consultant to provide certain consulting services to the Company on the terms and conditions set forth herein.

Agreements:

In consideration of the mutual obligations specified in this Agreement, the parties agree to the following:

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LICENSE AGREEMENT

THIS AGREEMENT is made by and between the Board of Trustees of the University of Arkansas acting for and on behalf of the University of Arkansas for Medical Sciences, a public institution of higher education having principal offices at 2404 North University Avenue, Little Rock, Arkansas 72207 United States of America (hereinafter “UNIVERSITY”), and NuvOx Pharma, LLC, a company having a principal place of business at 1635 E. 18th Street, Tucson, Arizona 85719 United States of America (hereinafter “LICENSEE”).

WITNESSETH

WHEREAS, UNIVERSITY has a joint ownership interest in certain PATENT RIGHTS (as later defined herein) relating to the Invention Disclosures listed in Appendix A hereto and has the right to grant licenses to the UNIVERSITY interest under said PATENT RIGHTS; and

WHEREAS, UNIVERSITY desires to have the PATENT RIGHTS developed and commercialized to benefit the public and is willing to grant licenses thereunder; and

WHEREAS, LICENSEE desires to obtain a license under the PATENT RIGHTS upon the terms and conditions hereinafter set forth.

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**Consulting Agreement - Effective February 10, 2025
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NuvOx Pharma LLC and its parent Company NuvOx Therapeutics, Inc., (together hereinafter “Company”) and Mr. Brooks Ensign (hereinafter “Consultant”) agree that the Consultant will serve the Company as Interim CFO, under the following terms and conditions:

	1.	Consulting Services. Consultant’s responsibilities shall include, without limitation, the following activities (hereinafter collectively referred to as “Services”):

The Consultant will provide finance, accounting, and administrative management, and assist in fund raising activities, and potentially other matters, as needed, for the Company.

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Page 1 of 29 NuvOx Pharma LLC. Lease THIS LEASE Lease is made and entered by and between ImaRx Investments LLC, an Arizona limited liability company Landlord and NuvOx Pharma LLC , an Arizona limited liability company ( Tenant . Landlord and Tenant are sometimes referred to in this Lease as a Party or, collectively, as the Parties . RECITALS A. Landlord owns property commonly referred to as 1635 East 18 th Street, Tucson, AZ, 85719, improved with an office building Building with a gross square footage of approximately 8,000 square feet (the Building and the land are collectively referred to as the Property The Property comprises two buildings that are connected, a 6,200 square foot laboratory with office space ( Lab/Office ) and an 1,800 square foot building that includes an approximately 1,000 square foot ISO - 5/ISO - 7 clean room for manufacturing ( Manufacturing Facility ).The Building is depicted on Exhibit A attached hereto. B. Tenant desires to lease from Landlord, and Landlord desires to lease to Tenant approximately 3,100 square feet of the Lab/Office and 900 square f

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COMMERCIAL LEASE

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THIS COMMERCIAL LEASE (this “Lease”) is effective as of the 27th day of August, 2017 (“Effective Date”), between IMARX Investments, LLC, an Arizona limited liability company (“Lessor”) and NuvOx Pharma, LLC, an Arizona limited liability company, (“Lessee”). Lessor and Lessee are collectively referred to herein as the “Parties.”

RECITALS

A. Lessor is the present beneficial owner of the real property and improvements located at 1635 E. 18th Street, Tucson, Arizona, 85719 as legally described in Exhibit “A” (the “Premises”).

B. Evan Unger, M.D., (“Unger”) is a member of each of Lessor and Lessee and subject to the respective operating agreements thereof. The Parties wish to provide for payment of a portion of the Monthly Rent (defined below) to Unger in the form of Class B Membership Units in Lessee.

C. Lessee wishes to lease the Premises from Lessor and Lessor wishes to lease the Premises to Lessee on the terms and conditions set forth herein.

AGREEMENT

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NuvOx Therapeutics Inc. and NuvOx Pharma, LLC

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Executive Employment & Compensation Agreement with

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Rong Wang

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NuvOx Pharma, LLC Executive Employment Agreement

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Effective on Febuary 17, 2025 (the “Commencement Date”), Rong Wang, a married resident of the State of Arizona, (“Executive”) and NuvOx Therapeutics Inc., a Delaware Coporation, and its wholly owned subsidiary NuvOx Pharma, LLC, an Arizona limited liability company, (collectively, “Company”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, agree as follows:

ARTICLE I

BACKGROUND

SECTION 1.1. Executive is a key contributor to the development of oxygen therapeutics platform (collectively, the “Business”).

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NuvOx Therapeutics Inc. and NuvOx Pharma, LLC

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Executive Employment Agreement with

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Evan Unger

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Effective on April 15 , 2026 (the “Commencement Date”), Evan Unger, a married resident of the State of Arizona (“Executive”), and NuvOx Therapeutics Inc., a Delaware Coporation (“NuvOx Therapeutics”), and its wholly owned subsidiary NuvOx Pharma, LLC, an Arizona limited liability company (“NuvOx Pharma”) (together, the “Company”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, agree as follows:

ARTICLE I

BACKGROUND

SECTION 1.1. Executive is a key contributor to the Company’s business, including without limitation the development of its oxygen Therapeutics platform (collectively, the “Business”).

SECTION 1.2. Executive has been serving as Company’s Executive Chairman since October 2024, and Company and Executive desire to confirm the terms under which Company will retain and employ Executive to serve in such capacity.

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GRANT AGREEMENT

This Grant Agreement (this “Agreement”) is made by and between SUSTAINABLE GRANT MAKING PARTNERS FUND, a nonprofit corporation organized under the laws of the State of Delaware (the “Fund”), and NUVOX PHARMA, LLC, a Limited Liability Company organized under the laws of Arizona (“Grantee”), effective as of December 30, 2022 (the “Effective Date”).

RECITALS

A. The Fund is organized and operated for charitable, religious, scientific, literacy, or educational purposes, or the prevention of cruelty to children or animals, within the meaning of Section 501(c)(3) of the U.S. Internal Revenue Code of 1986, as amended (the “IRC”) and is classified as a private foundation under IRC Section 509(a).

B. Grantee intends to carry out certain charitable, educational and/or scientific activities within the meaning of IRC Section 501(c)(3).

C. The Fund wishes to make a grant to Grantee for the purpose of carrying out certain charitable, educational and/or scientific activities, subject to the terms and conditions stated in this Agreement.

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AMENDED AND RESTATED

2023 EQUITY INCENTIVE PLAN

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OF

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NUVOX THERAPEUTICS, INC.

TABLE OF CONTENTS

ARTICLE I	PURPOSE AND ELIGIBILITY	1
ARTICLE II	ADMINISTRATION	1
2.1.	Administration by the Board	1
2.2.	Adoption, Approval and Term of this Plan	2
2.3.	Delegation to Executive Officers	2
2.4.	Applicability of Rule 16b-3	2

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NuvOx Pharma, LLC

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Executive Employment & Compensation Agreement with

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Evan Unger, M.D.

TABLE OF CONTENTS

ARTICLE I BACKGROUND		1
ARTICLE II EMPLOYMENT		1
2.1.	Position	1
2.2.	Duties; Situs of Service	1

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NuvOx Therapeutics, Inc. Amendment No. 1 to the Amended and Restated 2023 Equity Incentive Plan

AMENDMENT NO. 1

TO THE

**NUVOX THERAPEUTICS, INC. **

AMENDED AND RESTATED 2023 EQUITY INCENTIVE PLAN

This Amendment No. 1 (this “Amendment”) to the NuvOx Therapeutics, Inc. Amended and Restated 2023 Equity Incentive Plan (the “Plan”), is adopted by the Board of Directors (the “Board”) of NuvOx Therapeutics, Inc., a Delaware corporation (the “Company”), effective as of March 31, 2025 (the “Amendment Effective Date”), subject to the approval of the Company’s shareholders. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.

RECITALS

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	A.	The Company currently maintains the Plan.

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