0001213900-26-095034 Sample Contracts
FORM OF COMMON STOCK PURCHASE WARRANT ADAPTIN BIO, INC.Security Agreement • August 28th, 2026 • 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 first (1st) anniversary of the final Closing of the Offering (the “Initial Termination Date”), provided that if on the Initial Termination Date or any Extended Termination Date (as defined below) the Common Stock is not admitted for trading or listed on an Approved Market, then the term of exercise of this Warrant shall be extended or further extended to the date that is six (6) months after such Initial Termination Date or Extended Termination Date, as the case may be (each such six- (6-) month extension date an “Extended Termination Date,” and the latest to occur of the Initial Termination Date or the last E
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 28th, 2026 • 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 L. Arthur Hewitt (the “Executive”).
SUBSCRIPTION AGREEMENTSubscription Agreement • August 28th, 2026 • 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 28th, 2026 • 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 (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).
Advisory Services AgreementAdvisory Services Agreement • August 28th, 2026 • 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,
INDEMNITY AGREEMENTIndemnity Agreement • August 28th, 2026 • 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”).
SPONSORED RESEARCH AGREEMENTSponsored Research Agreement • August 28th, 2026 • 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”.
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 • August 28th, 2026 • Adaptin Bio, Inc. • Biological products, (no disgnostic substances)
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 • August 28th, 2026 • 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:
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 28th, 2026 • Adaptin Bio, Inc. • Biological products, (no disgnostic substances)
This First Amendment to Executive Employment Agreement (this “Amendment”) is entered into on October 3, 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”). This Amendment is effective as of July 1, 2025 (the “Amendment Effective Date”).
LOCK-UP AGREEMENTLock-Up Agreement • August 28th, 2026 • 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).
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 28th, 2026 • Adaptin Bio, Inc. • Biological products, (no disgnostic substances)
This First Amendment to Executive Employment Agreement (this “Amendment”) is entered into on October 3, 2025 (the “Amendment Effective Date”), by and between Adaptin Bio, Inc. (f/k/a Unite Acquisition 1 Corp.), a Delaware corporation (the “Company”), and L. Arthur Hewitt (the “Executive”).