0001753926-25-001055 Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 2nd, 2025 • Pelthos Therapeutics Inc. • Biological products, (no disgnostic substances)
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 1, 2025, is by and among Channel Therapeutics Corporation, a Nevada corporation with offices located at 4400 Route 9 South, Suite 1000, Freehold, NJ 07728 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
Pelthos Therapeutics Inc. INDEMNIFICATION AGREEMENTIndemnification Agreement • July 2nd, 2025 • Pelthos Therapeutics Inc. • Biological products, (no disgnostic substances) • Nevada
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [●], 2025 (the “Effective Date”), by and between Pelthos Therapeutics Inc., a Nevada corporation (the “Company”), and [●] (the “Indemnitee”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 2nd, 2025 • Pelthos Therapeutics Inc. • Biological products, (no disgnostic substances) • North Carolina
This Executive Employment Agreement (this “Agreement”) is made as of July 1, 2025, by and between Pelthos Therapeutics, Inc., a Nevada Corporation, (the “Company”), and Scott Plesha (the “Executive”).
PURCHASE AND SALE AGREEMENT dated as of July 1, 2025 by and among CHANNEL PHARMACEUTICAL CORPORATION, CHANNEL THERAPEUTICS CORPORATION as the Seller Parties and THE PERSONS SET FORTH ON SCHEDULE I HERETO, as the PurchasersPurchase and Sale Agreement • July 2nd, 2025 • Pelthos Therapeutics Inc. • Biological products, (no disgnostic substances) • New York
This PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of July 1, 2025, is by and between Channel Pharmaceutical Corporation, a Nevada corporation (the “Seller”), Channel Therapeutics Corporation, a Nevada corporation (the “Seller Parent”, and together with the Seller, the “Seller Parties”), and the Persons set forth on Schedule 1 hereto (each, individually a “Purchaser”, and collectively, the “Purchasers”).
WAIVERWaiver • July 2nd, 2025 • Pelthos Therapeutics Inc. • Biological products, (no disgnostic substances)
Reference is made to that certain Common Stock Purchase Agreement, dated as of July 26, 2024 (the “Purchase Agreement”), by and between Channel Therapeutics Corporation (formerly Chromocell Therapeutics Corporation) (“Public Company”) and Tikkun Capital LLC (“Tikkun” and collectively with the Public Company, the “Parties”). Capitalized terms used but not defined herein have the meanings ascribed in the Purchase Agreement.
SERIES A CONVERTIBLE PREFERRED STOCKHOLDER SIDE LETTERSeries a Convertible Preferred Stockholder Side Letter • July 2nd, 2025 • Pelthos Therapeutics Inc. • Biological products, (no disgnostic substances)
In connection with the planned merger of a subsidiary of Channel Therapeutics Corporation, a Nevada corporation (the “Company”), with and into a subsidiary of Ligand Pharmaceuticals Incorporated, a Delaware corporation (the “Merger”) and concurrent PIPE Financing (together, with the Merger, the “Transactions”) intended to be conducted by the Company, this letter agreement (this “Agreement”) is being entered into as of the date hereof by and between the Company and the undersigned (the “Holder”). Reference is hereby made to that certain Certificate of Designations of Rights and Preferences of Series A Convertible Preferred Stock to be filed with the Secretary of State of the State of Nevada in the form attached hereto as Exhibit A (the “Series A Certificate of Designations”), which contains all of the powers, preferences, rights, qualifications, restrictions and limitations of the Series A Convertible Preferred Stock, par value $0.0001 per share, of the Company (the “Series A Preferred
CONTRIBUTION AGREEMENTContribution Agreement • July 2nd, 2025 • Pelthos Therapeutics Inc. • Biological products, (no disgnostic substances) • Nevada
This CONTRIBUTION AGREEMENT (this “Agreement”) is made as of July 1, 2025 (the “Effective Date”) by and between Channel Therapeutics Corporation, a Nevada corporation (“Contributor”), and Channel Pharmaceutical Corporation, a Nevada corporation (the “Company” or “Recipient”). Contributor and the Company are collectively referred to herein as the “Parties.” Defined terms used in this Agreement which are not elsewhere defined are defined in Section E(xii) hereof.
PELTHOS THERAPEUTICS INC. Stock Option AgreementStock Option Agreement • July 2nd, 2025 • Pelthos Therapeutics Inc. • Biological products, (no disgnostic substances) • Delaware
This Stock Option Agreement and the associated grant award information (the “Customizing Information”), which Customizing Information is provided in written form (the “Stock Option Schedule”) or is available in electronic form from the record keeper for the Pelthos Therapeutics Inc. 2023 Equity Incentive Plan, as amended and restated in effect from time to time (the “Plan”), made as of the date shown as the “Grant Date” in the Customizing Information (the “Grant Date”) by and between Pelthos Therapeutics, a Nevada corporation (the “Company”), and the individual identified in the Customizing Information (the “Optionee”). This instrument and the Customizing Information are collectively referred to as the “Option Agreement.”
EMPLOYEE LEASE AGREEMENTEmployee Lease Agreement • July 2nd, 2025 • Pelthos Therapeutics Inc. • Biological products, (no disgnostic substances) • Delaware
THIS EMPLOYEE LEASE AGREEMENT (this “Agreement”), dated as of July 1, 2025, is by and between Ligand Pharmaceuticals Incorporated, a Delaware corporation, for itself and its Subsidiaries (“Lessor”), and Pelthos Therapeutics Inc., a Nevada corporation f/k/a Channel Therapeutics Corporation, for itself and its Subsidiaries (“Lessee”). Capitalized terms used in this Agreement shall have the respective meanings ascribed to them in the Merger Agreement (as hereinafter defined).
INTELLECTUAL PROPERTY ASSIGNMENT AND ASSUMPTION AGREEMENTIntellectual Property Assignment Agreement • July 2nd, 2025 • Pelthos Therapeutics Inc. • Biological products, (no disgnostic substances) • Nevada
This Intellectual Property Assignment and Assumption Agreement (this “IP Assignment”), is made as of July 1, 2025 (the “Effective Date”), by and between Channel Pharmaceutical Corporation, a Nevada corporation (the “Assignee”), and Channel Therapeutics Corporation, a Nevada corporation (the “Assignor”), and is entered into pursuant to that certain Contribution Agreement, effective as of July 1, 2025 (the “Contribution Agreement”), by and between the Assignee and the Assignor.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • July 2nd, 2025 • Pelthos Therapeutics Inc. • Biological products, (no disgnostic substances) • Delaware
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”), executed as of July 1, 2025 (the “Effective Date”), is by and between Ligand Pharmaceuticals Incorporated, a Delaware with its principal place of business at 555 Heritage Drive, Suite 200, Jupiter, FL 33458 (“Ligand”), and LNHC, Inc., a Delaware corporation with its principal place of business at 4020 Stirrup Creek Drive, Suite 110, Durham, NC 27703 (“LNHC”). Ligand and LNHC are collectively referred to herein as the “Parties” and individually referred to herein as a “Party.” Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in that certain Agreement and Plan of Merger, dated as of April 16, 2025, to which Ligand and LNHC are parties (the “Merger Agreement”).
PELTHOS THERAPEUTICS INC. Restricted Stock Unit AgreementRestricted Stock Unit Agreement • July 2nd, 2025 • Pelthos Therapeutics Inc. • Biological products, (no disgnostic substances) • Delaware
This Restricted Stock Unit Agreement and the associated grant award information (the “Customizing Information”), which Customizing Information is provided in written form (the “Restricted Stock Unit Schedule”) or is available in electronic form from the record keeper for the Pelthos Therapeutics Inc. 2023 Equity Incentive Plan, as amended and restated and in effect from time to time (the “Plan”), made as of the date shown as the “Grant Date” in the Customizing Information (the “Grant Date”) by and between Pelthos Therapeutics Inc., a Nevada corporation (the “Company”), and the individual identified in the Customizing Information (the “Recipient”). This instrument and the Customizing Information are collectively referred to as the “Restricted Stock Unit Agreement.”
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 2nd, 2025 • Pelthos Therapeutics Inc. • Biological products, (no disgnostic substances)
THIS AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is dated as of July 1, 2025, by and among Channel Therapeutics Corporation, a Nevada corporation (the “Company”), LNHC, Inc. a Delaware corporation (the “Target”, and together with the Company, the “BC Parties”), and the undersigned (the “Investor”), and amends that certain Securities Purchase Agreement, dated as of April 16, 2025 (the “Securities Purchase Agreement”), by and among the BC Parties and each of the investors listed on the Schedule of Buyers attached thereto. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement.