Browse EX-10 agreements

Consulting Agreement

CONSULTING AGREEMENT

This Consulting Agreement (“Agreement”) is entered into as of February 25, 2026 by and between:

Consultant: Michael P. Dickerson, 416 NW Canterbury Ct, Port St. Lucie, FL, 34983 and/or Dickerson Financial Services, LLC, 416 NW Canterbury Ct. Port St. Lucie, FL 34983.

Company: Twin Vee PowerCats Co., 3101 S. US Hwy. 1, Ft. Pierce Fl, 34982

1. Services and Compensation

1.1 Consultant agrees to provide advisory, financial, strategic, or other professional services (“Services”) as requested and authorized by the Company from time to time. The Services shall include:

1.1(a): Preparation of quarterly filings on Form 10-Q

1.1(b): Preparation of annual report on Form 10-K

1.1(c): Assist CFO/company with documentation and determination of significant accounting policies/decisions;

1.1(d): Preparation of supporting information for Twin Vee tax return;

1.1(e): Preparation of supporting information for Visconti Enterprises tax return;

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Exhibit 10.2

Final Form

PARENT SUPPORT AGREEMENT

This Support Agreement (this “Agreement”) is made and entered into as of July 14, 2026, by and among Avere Therapeutics, Inc., a Delaware corporation (the “Company”), NextCure, Inc., a Delaware corporation (“Parent”), and the undersigned stockholder of Parent (the “Stockholder” and each of the Stockholder, Company, and Parent, a “Party” and, collectively, the “Parties”). Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

RECITALS

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Exhibit 10.5

Final Form

LOCK-UP AGREEMENT

July 14, 2026

NextCure, Inc.

9000 Virginia Manor Road, Suite 200

Beltsville, MD 20705

Attention: [•]

Email: [•]

Ladies and Gentlemen:

The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that NextCure, Inc., a Delaware corporation (“Parent”), has entered into an Agreement and Plan of Merger and Reorganization, dated as of July 14, 2026 (as the same may be amended from time to time, the “Merger Agreement”) with Neptune Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Parent, Neptune Second Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent, and Avere Therapeutics, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

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Final Form

SECURITIES PURCHASE AGREEMENT

This SEC****URITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of [•], 2026, by and among Avere Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the Persons listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”).

WHEREAS, the Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the U.S. Securities Act of 1933, as amended (the “Securities Act”);

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Exhibit 10.6

Final Form

CONTINGENT VALUE RIGHTS AGREEMENT

This **CONTINGENT VALUE RIGHTS AGREEMENT **(this “Agreement”), dated as of [●], is entered into by and between NextCure, Inc., a Delaware corporation (the “Company”), and [●], a [●], as the Rights Agent (as defined herein), and [●], a [●], solely in its capacity as the initial representative, agent and attorney in fact of the Holders (the “Representative”).

RECITALS

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Exhibit 10.1

Final Form

COMPANY SUPPORT AGREEMENT

This Support Agreement (this “Agreement”) is made and entered into as of July 14, 2026, by and among Avere Therapeutics, Inc., a Delaware corporation (the “Company”), NextCure, Inc., a Delaware corporation (“Parent”), and the undersigned stockholder of the Company (the “Stockholder” and each of the Stockholder, Company, and Parent, a “Party” and, collectively, the “Parties”). Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

RECITALS

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Exhibit 10.4

Final Form

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2026, is entered into by and among Avere Therapeutics, Inc., a Delaware corporation (the “Company”) and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and among the Company and the Investors party thereto, dated as of [•], 2026 (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

WHEREAS:

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

LOAN AND SECURITY AGREEMENT

** **

THIS LOAN AND SECURITY AGREEMENT is dated as of July 9, 2026 (the “Closing Date”), and is among KOACH [NAME] LLC, a Michigan limited liability company (“Borrower”), each Person party hereto as a Guarantor (as defined below) from time to time, the creditors which are now or which hereafter become a party hereto (collectively, “Lenders” and each, a “Lender”), and CHICAGO ATLANTIC FINANCIAL SERVICES, LLC (“Chicago Atlantic”), as Administrative Agent.

recitals

WHEREAS, Borrower has asked Lenders to extend a term loan facility to Borrower; and

WHEREAS, subject to and upon the terms and conditions herein set forth, each Lender is willing to provide such financing to Borrower;

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** **

	___________, 2026

** **

Chicago Atlantic Real Estate Finance, Inc.

1680 Michigan Avenue, Suite 700

Miami Beach, Florida 33139

	Re:	Chicago Atlantic Real Estate Finance, Inc. - Subscription Lock-up

Dear Sir or Madam:

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MATINAS BIOPHARMA HOLDINGS, INC.

July 10, 2026

Holder of Warrants Issued in February 2025 and April 2025

Re:	Inducement Offer to Exercise Warrants Holder of Warrants Issued in February 2025 and April 2025

Dear Holder:

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FORM OF VOTING AGREEMENT

This Voting Agreement (this “Agreement”) is made as of July 10, 2026 by and among (i) GH Power Inc., a corporation organized under the laws of Ontario (the “GH Power”), (ii) Matinas BioPharma Holdings, Inc., a Delaware corporation (“Matinas”), and (iii) the undersigned stockholder (“Holder”) of Matinas. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the BCA.

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FORM OF VOTING AGREEMENT

This Voting Agreement (this “Agreement”) is made as of July 10, 2026 by and among (i) GH Power Inc., a corporation organized under the laws of Ontario (the “GH Power”), (ii) Matinas BioPharma Holdings, Inc., a Delaware corporation (“Matinas”), and (iii) the undersigned shareholder (“Holder”) of GH Power. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the BCA.

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