0001213900-25-058957 Sample Contracts
FORM OF COMMON STOCK PURCHASE WARRANT ADAPTIN BIO, INC.Security Agreement • June 27th, 2025 • Adaptin Bio, Inc. • Biological products, (no disgnostic substances)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ________________________________________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Exercise Date (as defined below) and on or prior to the close of business on the fifth (5th) anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Adaptin Bio, Inc., formerly known as Centaur Bio Inc., a Delaware corporation, or its Parent (as defined in the Notes issued to the initial Holder of this Warrant under the Note Exchange Agreement (the “Notes”) (collectively, the “Company”), up to a number shares of Common Stock (the “Warrant Shares”) equal to fifty percent (50%) of the number of shares of Common Stock ( or of the number of shares of Common Stock issuable upon exercise or conversion of Common Stock Equivalents sold in the
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 27th, 2025 • Adaptin Bio, Inc. • Biological products, (no disgnostic substances) • North Carolina
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 Michael J. Roberts (the “Executive”).
CONSULTING AGREEMENTConsulting Agreement • June 27th, 2025 • Adaptin Bio, Inc. • Biological products, (no disgnostic substances)
THIS CONSULTING AGREEMENT, dated as of May 31, 2023 (this “Agreement”), is by and between Adamanteus LLC, a North Carolina Limited Liability Company d/b/a Timothy Maness, CPA with a principal place of business at 2519 Roundabout Lane, Charlotte, NC 28210 (“Consultant”), and CENTAUR BIO, INC, with principal executive offices at 7805 Pemswood Street, Charlotte, NC 28277 (“Company”).
LOCK-UP AGREEMENTLock-Up Agreement • June 27th, 2025 • Adaptin Bio, Inc. • Biological products, (no disgnostic substances) • New York
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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 27th, 2025 • Adaptin Bio, Inc. • Biological products, (no disgnostic substances) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of , 2025, among Adaptin Bio, Inc., a Delaware corporation (f.k.a. Unite Acquisition 1 Corp.) (the “Company”), the persons who have purchased the Units (as defined below) and have executed omnibus or counterpart signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”), the persons or entities identified on Schedule 1 hereto holding Pre-Merger Warrants (as defined below), the persons or entities identified on Schedule 2 hereto holding Note Conversion Shares (as defined below), the persons or entities identified on Schedule 3 hereto holding Registrable Pre-Merger Shares (as defined below), and the persons or entities identified on Schedule 4 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).
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 “[*].” PATENT LICENSE AGREEMENTPatent License Agreement • June 27th, 2025 • Adaptin Bio, Inc. • Biological products, (no disgnostic substances) • Delaware
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:
SUBSCRIPTION AGREEMENTSubscription Agreement • June 27th, 2025 • Adaptin Bio, Inc. • Biological products, (no disgnostic substances) • New York
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.
COMPENSATION AGREEMENTCompensation Agreement • June 27th, 2025 • Adaptin Bio, Inc. • Biological products, (no disgnostic substances)
THIS COMPENSATION AGREEMENT, dated as of October 1, 2023 (this “Agreement”), is by and between Simon C. Pedder with an address of 845 Jim Wilson Road, Indian Land, SC 29707 (“Executive Chairman”), and CENTAUR BIO, INC, with principal executive offices at 7805 Pemswood Street, Charlotte, NC 28277 (“Company”).
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 “[*].” FIRST AMENDMENT TO LICENSE...License Agreement • June 27th, 2025 • Adaptin Bio, Inc. • Biological products, (no disgnostic substances)
INDEMNITY AGREEMENTIndemnity Agreement • June 27th, 2025 • Adaptin Bio, Inc. • Biological products, (no disgnostic substances) • Delaware
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”).
Advisory Services AgreementAdvisory Services Agreement • June 27th, 2025 • Adaptin Bio, Inc. • Biological products, (no disgnostic substances) • New York
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,
SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • June 27th, 2025 • Adaptin Bio, Inc. • Biological products, (no disgnostic substances)
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”.
COMPENSATION AGREEMENTCompensation Agreement • June 27th, 2025 • Adaptin Bio, Inc. • Biological products, (no disgnostic substances)
THIS COMPENSATION AGREEMENT, dated as of October 1, 2023 (this “Agreement”), is by and between MAC B Consulting LLC, a North Carolina Limited Liability Company d/b/a Michael J. Roberts with an address of 7805 Pemswood Street, Charlotte, NC 28277 (“CEO”), and CENTAUR BIO, INC, with principal executive offices at 7805 Pemswood Street, Charlotte, NC 28277 (“Company”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among UNITE ACQUISITION 1 CORP., a Delaware corporation, ADAPTIN ACQUISITION CO., a Delaware corporation and ADAPTIN BIO, INC., a Delaware corporation February 11, 2025Agreement and Plan of Merger and Reorganization • June 27th, 2025 • Adaptin Bio, Inc. • Biological products, (no disgnostic substances) • Delaware
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of February 11, 2025, by and among UNITE ACQUISITION 1 CORP., a Delaware corporation (the “Parent”), ADAPTIN ACQUISITION CO., a Delaware corporation (the “Acquisition Subsidiary”), and ADAPTIN BIO, INC., a Delaware corporation (the “Company”). The Parent, the Acquisition Subsidiary and the Company are each a “Party” and referred to collectively herein as the “Parties.”