FIRST AMENDMENT TO

NOTICE OF GRANT OF RESTRICTED SHARES AND EMPLOYEE RESTRICTED SHARE AGREEMENT

THIS FIRST AMENDMENT TO NOTICE OF GRANT OF RESTRICTED SHARES AND EMPLOYEE RESTRICTED SHARE AGREEMENT (this “First Amendment”) is made and adopted as of July 10, 2026 by Forward Air Corporation, a Delaware corporation (the “Company”) and Jerome Lorrain (the “Participant”).

WHEREAS, the Company granted the Participant an award of Award Shares under the Notice of Grant of Restricted Shares And Employee Restricted Share Agreement, as of February 19, 2026, by and between the Company and the Participant (collectively, the “Award Agreement”); and

WHEREAS, the Company and the Participant desire to amend the Award Agreement on the terms set forth herein.

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree that the Award Agreement is hereby amended by amending and restating the first sentence in the definition of “Service” in the Award Agreement in its entirety to read as follows:

…

FIRST AMENDMENT TO

NOTICE OF GRANT OF RESTRICTED SHARES AND EMPLOYEE RESTRICTED SHARE AGREEMENT

THIS FIRST AMENDMENT TO NOTICE OF GRANT OF RESTRICTED SHARES AND EMPLOYEE RESTRICTED SHARE AGREEMENT (this “First Amendment”) is made and adopted as of July 10, 2026 by Forward Air Corporation, a Delaware corporation (the “Company”) and Jerome Lorrain (the “Participant”).

WHEREAS, the Company granted the Participant an award of Award Shares under the Notice of Grant of Restricted Shares And Employee Restricted Share Agreement, as of July 11, 2025, by and between the Company and the Participant (collectively, the “Award Agreement”); and

WHEREAS, the Company and the Participant desire to amend the Award Agreement on the terms set forth herein.

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree that the Award Agreement is hereby amended by amending and restating the first sentence in the definition of “Service” in the Award Agreement in its entirety to read as follows:

…

338428782 v1 Exhibit 10.1 ORIGIN MATERIALS, INC. SERIES A JUNIOR PREFERRED STOCK PURCHASE AGREEMENT THIS SERIES A JUNIOR PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of July 7, 2026, between ORIGIN MATERIALS, INC., a Delaware corporation (the “Company”) and Joshua Lee (the “Purchaser”). WHEREAS, the Company is willing to sell, and the Purchaser is willing to purchase, one (1) share of Series A Junior Preferred Stock, par value $0.0001 per share (the “Series A Junior Preferred Stock”) (as defined in the Company’s Certificate of Designation of Series A Junior Preferred Stock, dated July 7, 2026) on the terms and conditions set forth in this Agreement (the “Share Purchase”). NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and Purchaser agree to the Share Purchase in accordance with the terms and subject to the conditions set forth herein. 1. PURCHASE AND SALE OF SERIES A JUNIOR PREFERRED STOCK 1.1 Share Purchase.

…

July 3, 2026

William (Obi) Greenman

c/o Cerus Corporation

1220 Concord Avenue

Concord, CA US 94520

Dear Obi,

On behalf of the Board of Directors, thank you for your extraordinary leadership and decades of service to Cerus. We are pleased that you will continue to support the Company as Executive Chairman. The purpose of this letter is to amend the terms of your Employment Letter Agreement with Cerus Corporation dated May 12, 2011 (as amended on December 5, 2012, and on April 17, 2018) (collectively, the “Agreement”), to reflect your new role effective July 1, 2026. If you sign and return this letter amendment, then the Agreement will be amended as follows:

•

The section of the Agreement entitled “Position, Duties and Reporting Relationship,” is superseded and replaced by the following:

…

I-ON Digital Corp.

2026 Equity Incentive Plan

** **

Date of Approval: June 8, 2026

1.	General.

(a) Name of Plan. The name of this Plan is the “I-ON Digital Corp 2026 Equity Incentive Plan.”

(b) Eligible Award Recipients. Employees, Directors and Consultants are eligible to receive Awards.

(c) Available Awards. The Plan provides for the grant of the following types of Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) Stock Appreciation Rights (iv) Restricted Stock Awards, (v) Restricted Stock Unit Awards, (vi) Performance Stock Awards, (vii) Performance Cash Awards, and (viii) Other Stock Awards.

…

Exhibit 10.1 AT THE MARKET OFFERING AGREEMENT July 10, 2026 Ascendiant Capital Markets, LLC 110 Front Street, Suite 300 Jupiter, FL 33477 Ladies and Gentlemen: Air T, Inc., a Delaware corporation (the “Company”) confirms its agreement (this “Agreement”) with Ascendiant Capital Markets, LLC (the “Manager”) as follows: 1.             Definitions. The terms that follow, when used in this Agreement and any Terms Agreement, shall have the meanings indicated. “Accountants” shall have the meaning ascribed to such term in Section 4(m). “Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. “Action” shall have the meaning ascribed to such term in Section 3(q). “Affiliate” shall have the meaning ascribed to such term in Section 3(p). “Applicable Time” shall mean, with respect to any Shares, the time of sale of such Shares pursuant to this Agreement or any relevant Terms Agreement. “Base Prospectus” shall mean the base prospectus contained in the Registration Statement at the Execution Time. “Board” shall have the meaning

…

Preamble X Capital I, a series of Preamble X Capital LLC

CONFIDENTIAL SERIES LLC PACKET

** **

TABLE OF CONTENTS

Fund Definitions		2
Member Information Sheet to Subscription Agreement		7
	Relevant disclaimers	8
Schedule A: Fund Private Placement Memorandum		9
Schedule B: Operating Agreement		78
Schedule C: Fund Subscription Agreement		135

…

**SECOND AMENDMENT TO MEMBER INTEREST AND **

**ASSET EXCHANGE AGREEMENT **

THIS SECOND AMENDMENT TO MEMBER INTEREST AND ASSET EXCHANGE AGREEMENT (this “Second Amendment”) is dated as of the 7th day of July, 2026, by and among Transportation and Logistics Systems, Inc., a Nevada corporation (“TLSS”), TLSS Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of TLSS (“TA”), TLSS Reverse PGS, LLC, a Texas limited liability company, a wholly-owned subsidiary of TA (“Reverse”), Badcer Ops, Inc., a Nevada corporation (“Seller”), Jeff Badders (“Badders”) and Mercer Street Global Opportunity Fund, LLC (“Mercer” and with Badders, collectively, the “Seller Shareholders”), Patriot Glass Solutions, LLC, a Texas limited liability company (“PGS”) and Michael Wanke (“Wanke”), the twenty (20%) percent owner and the sole Manager of PGS, of which the Seller is an eighty (80%) percent owner. Each of the parties to this Second Amendment is individually referred to herein as a “Party” and collectively, as the “Parties.” Capitalized terms utilized herein shall have t

…

**Execution Version **

**AMENDMENT NO. 8 TO CREDIT AND GUARANTY AGREEMENT **dated as of July 10, 2026 (this “Amendment”) among Dana Incorporated, a Delaware corporation (the “Borrower” or “Dana”), the guarantors listed on the signature pages hereto (the “Guarantors”), Citibank, N.A., as administrative agent and collateral agent (in such capacities, respectively, the “Administrative Agent” and “Collateral Agent”) and the other Lenders party hereto.

**PRELIMINARY STATEMENTS: **

…

[AMENDED AND RESTATED] SEVERANCE AND

CHANGE IN CONTROL AGREEMENT

THIS [AMENDED AND RESTATED] SEVERANCE AND CHANGE IN CONTROL AGREEMENT(“Agreement”) is made by and between [KBR Technical Services, Inc.], a [Delaware corporation] (“Employer”), KBR, Inc., a Delaware corporation and parent company of Employer (“Company”), and _______________ (“Executive”).

W I T N E S S E T H:

[WHEREAS, Company, Employer and Executive are parties to a Severance and Change in Control Agreement dated as of ______________ (the “Original Agreement”), that provides Executive (i) severance termination benefits (prior to a change in control), (ii) change in control termination (double-trigger) benefits (on or after a change in control), and (iii) death, disability and retirement benefits (prior to, on, or after a change in control) on the terms and conditions, and for the consideration, set forth in the Original Agreement;

…

AMENDED AND RESTATED SEVERANCE AND

CHANGE IN CONTROL AGREEMENT

THIS AMENDED AND RESTATED SEVERANCE AND CHANGE IN CONTROL AGREEMENT(“Agreement”) is made by and between KBR Wyle Services, LLC, a Delaware limited liability company (“Employer”), KBR, Inc., a Delaware corporation and parent company of Employer (“Company”), and Sonia Galindo (“Executive”).

W I T N E S S E T H:

WHEREAS, Company, KBR Technical Services, Inc. (“Prior Employer”), and Executive executed a Severance and Change in Control Agreement dated as of November 1, 2021 (the “Original Agreement”), that provides Executive (i) severance termination benefits (prior to a change in control), (ii) change in control termination (double-trigger) benefits (on or after a change in control), and (iii) death, disability and retirement benefits (prior to, on, or after a change in control) on the terms and conditions, and for the consideration, set forth in the Original Agreement.

…

Exhibit ** 10.1**

AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT

DATED AS OF JULY 9, 2026

AMONG

FARADAY FUTURE INTELLIGENT ELECTRIC INC.

as the Issuer

and

THE PURCHASERS

FROM TIME TO TIME PARTY HERETO

ANNEXES, EXHIBITS AND SCHEDULES

ANNEXES
Annex A	-	Definitions
Annex B	-	Commitment Annex

…

WARRANT TERMINATION AGREEMENT

** **

THIS WARRANT TERMINATION AGREEMENT, dated as of July [    ], 2026 (this “Agreement”), is by and between Faraday Future Intelligent Electric Inc., a Delaware corporation (the “Company”), and the signatory party hereto (the “Holder”).

** **

RECITALS

** **

WHEREAS, on [ ], the Company entered into a securities purchase agreement (the “SPA”) with the investors party thereto (each, a “Investor” and collectively, the “Investors”), pursuant to which the Company issued to each Investor warrants (the “Warrants”) to purchase shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”). The number of outstanding Warrants currently held by the Holder are further described on Schedule A hereto;

** **

WHEREAS, the Company and the Holder have agreed to irrevocably terminate the Warrants set forth on Schedule B hereto.

** **

AGREEMENT

** **

…

THIRD AMENDMENT TO TERM LOAN CREDIT AND GUARANTY AGREEMENT

THIRD AMENDMENT TO TERM LOAN CREDIT AND GUARANTY AGREEMENT (this “Amendment”), entered into as of April 24, 2026, among SKYMILES IP LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands, as borrower (“Loyalty Co”), DELTA AIR LINES, INC., a Delaware corporation, as co-borrower (“Delta” and together with Loyalty Co, the “Borrowers”), BARCLAYS BANK PLC, as lender (the “Designated 2026 Replacement Term Lender”) and BARCLAYS BANK PLC, as administrative agent (together with its permitted successors and assigns in such capacity, the “Administrative Agent”).

    RECITALS:

…

THIRD AMENDMENT TO THE DELTA AIR LINES, INC.

OFFICER AND DIRECTOR SEVERANCE PLAN

As Amended and Restated as of June 1, 2016

The Delta Air Lines, Inc. Officer and Director Severance Plan, as amended and restated as of June 1, 2016 (the “Plan”) is hereby amended as follows, effective April 22, 2026:

1.    Section 4(a)(vi) of the Plan is deleted in its entirety and the following new Section 4(a)(vi) is inserted in its place:

“(vi)    24 months Base Salary for the President, the Chief Operating Officer, or the Chief Executive Officer, plus 200% of any applicable MIP Target Amount.”

2.    Section 4(f)(vi) of the Plan is deleted in its entirety and the following new Section 4(f)(vi) is inserted in its place:

“(vi)    24 months after the termination date for the President, the Chief Operating Officer, or the Chief Executive Officer.”

3.    Except as expressly amended herein, the Plan, as amended, shall remain otherwise without change.

* * * *

IN WITNESS WHEREOF, this document has been executed this 22ndday of April 2026.

/s/ Kelley Elliott

…

CREDIT AGREEMENT

Among

DELTA AIR LINES, INC.,
as Borrower,
and
THE LENDERS PARTY HERETO,
and
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent

JPMORGAN CHASE BANK, N.A.,

BANK OF AMERICA, N.A.,

BARCLAYS BANK PLC,

BNP PARIBAS,

CITIBANK, N.A.,

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,

DEUTSCHE BANK AG NEW YORK BRANCH,

FIFTH THIRD BANK, NATIONAL ASSOCIATION,

GOLDMAN SACHS BANK USA,

MORGAN STANLEY SENIOR FUNDING, INC.,

MUFG BANK, LTD.,

NATIONAL WESTMINSTER BANK PLC,

PNC BANK, NATIONAL ASSOCIATION,

REGIONS BANK,

STANDARD CHARTERED BANK,

U.S. BANK NATIONAL ASSOCIATION,

WELLS FARGO BANK, N.A.,

and

NATIXIS, NEW YORK BRANCH,
as Co-Syndication Agents,

and

JPMORGAN CHASE BANK, N.A.,

BOFA SECURITIES, INC.,

BARCLAYS BANK PLC,

BNP PARIBAS,

CITIBANK, N.A.,

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,

DEUTSCHE BANK SECURITIES INC.,

FIFTH THIRD BANK, NATIONAL ASSOCIATION,

GOLDMAN SACHS BANK USA,

MORGAN STANLEY SENIOR FUNDING, INC.,

MUFG BANK, LTD.,

…

TERMS OF 2026 RESTRICTED STOCK AWARD1

Participants:    All members of Delta’s Board of Directors (the “Board”) who are not employees of Delta (“Non-Employee Directors”), which includes the Chair of the Board (the “Chair”). These directors are:

Christophe Beck					Michael P. Huerta
Maria Black					Judith J. McKenna
Willie CW Chiang					Vasant M. Prabhu
Greg Creed					Sergio A. L. Rial
David G. DeWalt					David S. Taylor (Chair)
Leslie D. Hale					Kathy N. Waller

Type of Award:    Restricted Stock, as defined and granted under the Delta Air Lines, Inc. Performance Compensation Plan (the “Performance Compensation Plan”).

Grant Date:    June 18, 2026

Number of

…

** **

Exhibit 10.4

** **

CONSULTING AGREEMENT

** **

THIS CONSULTING AGREEMENT(this “Agreement”) is made this 1st day of July 2026, by and between Nu-Med Plus, Inc., a Utah corporation (the “Company”), The Interim Opportunity Fund LLC,  a New York limited liability company (the “Consultant”), and William Hayde, an individual (the “Chairman”) (each of the Company, Consultant, and Chairman are referred to herein as a “Party”, and collectively referred to herein as the “Parties”).

** **

WITNESSETH:

** **

WHEREAS, the Company desires to obtain the services of Consultant, and Consultant desires to provide consulting services to the Company upon the terms and conditions hereinafter set forth.

WHEREAS, the Consultant will direct the Chairman to provide the services of Chairman to the Company throughout the term in order to fulfil its obligations hereunder.

** **

…

** **

Exhibit 10.5

** **

CONSULTING AGREEMENT

** **

THIS CONSULTING AGREEMENT(this “Agreement”) is made this 1st day of July 2026, by and between Nu-Med Plus, Inc., a Utah corporation (the “Company”), and Keith Merrell, an individual (the “Consultant”) (each of the Company, Consultant, and CFO are referred to herein as a “Party”, and collectively referred to herein as the “Parties”).

** **

WITNESSETH:

** **

WHEREAS, the Company desires to obtain the services of Consultant, and Consultant desires to provide consulting services to the Company upon the terms and conditions hereinafter set forth.

WHEREAS, the Consultant will direct the CFO to provide the services of Chief Financial Officer to the Company throughout the term in order to fulfil its obligations hereunder.

** **

NOW, THEREFORE, in consideration of the premises, the agreements herein contained and other good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as of the Effective Date as follows:

** **

…

---

Exhibit 10.2

** **

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of the ___ day of July, 2026 by and among Nu-Med Plus, Inc., a Utah corporation (the “Company”), and the persons executing this Agreement listed on the signature page hereto under the heading “Series A Shareholders” (each, a “Series A Shareholder” and collectively, the “Series A Shareholders”).

This Agreement is made pursuant to the Share Exchange Agreement, dated as of even date herewith, between the Company and the Series A Shareholders (the “Share Exchange Agreement”).

The Company and the Series A Shareholders hereby agree as follows:

1. Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Share Exchange Agreement shall have the meanings given such terms in the Share Exchange Agreement.** **As used in this Agreement, the following terms shall have the following meanings:

…

---

Exhibit 10.3

** **

VOTING AGREEMENT

** **

THIS VOTING AGREEMENT, dated July 9, 2026 and effective July 8, 2026 (the “Effective Date”) (this “Agreement”), is made by and among the person(s) executing this Agreement listed on the signature page hereto under the heading “Avid Gold Stockholders” (referred to as the “Avid Gold Stockholders”), and stockholders of Nu-Med Plus., Inc., a Utah corporation (the “Company”) who execute this Agreement (collectively, the “Majority Stockholders”).

** **

RECITALS

** **

WHEREAS, as a required term and condition of that certain share exchange agreement (the “Exchange Agreement”), by and between the Company, Avid Gold Ltd, a limited company registered under the laws of England and Wales (“Avid Gold”), and the Avid Gold Stockholders, is that the Majority Stockholders enter into this Agreement; and

** **

…

**Amendment No. 1 to the Team, Inc. **

**Corporate Executive Officer Compensation and Benefits Continuation Policy **

THIS AMENDMENT NO. 1 to the Team, Inc. Corporate Executive Officer Compensation and Benefits Continuation Policy as amended and restated February 9, 2022 (the “Policy”) is approved by the Board of Directors of Team, Inc., a corporation organized under the laws of Delaware (the “Company”), effective as of July 7, 2026.

WHEREAS, the Company previously established the Policy; and

WHEREAS, the Company now desires to amend the Policy to reduce the benefits payable for a Separation from Service or a Termination of Employment related to a Change in Control, as those terms are defined in the Policy.

NOW, THEREFORE, the Policy is hereby amended, as follows:

All references in Section III of the Policy to time periods of longer than 24 months for supplemental salary payments or supplemental compensation are hereby replaced with a time period of 24 months.

…

SIXTEENTH AMENDMENT TO THE

2017 STOCK INCENTIVE PLAN

OF

APNIMED, INC.

June 24, 2025

This Sixteenth Amendment to the 2017 Stock Incentive Plan (the “Plan”) of Apnimed, Inc., a Delaware corporation (the “Company”) is made pursuant to Section 11(d) of the Plan as of the date first written above.

Recitals:

WHEREAS, the Board of Directors and stockholders of the Company have determined that it is in the best interest of the Company and its shareholders to increase the number of authorized shares available under the Plan.

NOW THEREFORE, Section 4(a) titled “Stock Available for Awards” is hereby amended as follows:

…

THIRD AMENDMENT TO THE

2017 STOCK INCENTIVE PLAN

OF

APNIMED, INC.

March 31, 2020

This Third Amendment to the 2017 Stock Incentive Plan (the “Plan”) of Apnimed, Inc., a Delaware corporation (the “Company”) is made pursuant to Section 11(d) of the Plan as of the date first written above.

Recitals:

WHEREAS, the Board of Directors and stockholders of the Company have determined that it is in the best interest of the Company and its shareholders to increase the number of authorized shares available under the Plan.

NOW THEREFORE, Section 4(a) titled “Stock Available for Awards” is hereby amended as follows:

…

TWENTY- THIRD AMENDMENT TO THE

2017 STOCK INCENTIVE PLAN

OF

APNIMED, INC.

June 30, 2026

This Twenty-Third Amendment to the 2017 Stock Incentive Plan (the “Plan”) of Apnimed, Inc., a Delaware corporation (the “Company”) is made pursuant to Section 11(d) of the Plan as of the date first written above.

Recitals:

WHEREAS, the Board of Directors and stockholders of the Company have determined that it is in the best interest of the Company and its stockholders to increase the number of authorized shares available under the Plan.

NOW THEREFORE, Section 4(a) titled “Stock Available for Awards” is hereby amended as follows:

…

NINTH AMENDMENT TO THE

2017 STOCK INCENTIVE PLAN

OF

APNIMED, INC.

September 19, 2023

This Ninth Amendment to the 2017 Stock Incentive Plan (the “Plan”) of Apnimed, Inc., a Delaware corporation (the “Company”) is made pursuant to Section 11(d) of the Plan as of the date first written above.

Recitals:

WHEREAS, the Board of Directors and stockholders of the Company have determined that it is in the best interest of the Company and its shareholders to increase the number of authorized shares available under the Plan.

NOW THEREFORE, Section 4(a) titled “Stock Available for Awards” is hereby amended as follows:

…

AMENDMENT NO. 1 TO

AMENDED AND RESTATED EXCLUSIVE PATENT LICENSE AGREEMENT

This Amendment No. 1 to Amended and Restated Exclusive Patent License Agreement (this “Amendment”) is made this 27 day of July 2023 (“Amendment Effective Date”) by and between Apnimed, Inc., a Delaware corporation, having a principal place of business at 20 Holyoke Street, Cambridge, MA 02138 (“Company”) and The Brigham and Women’s Hospital, Inc., a not-for-profit Massachusetts corporation, with a principal place of business at 75 Francis Street, Boston, Massachusetts 02115 (“Hospital”), each referred to herein individually as a “Party” and collectively as the “Parties.”

BACKGROUND

Company and Hospital are parties to an Amended and Restated Exclusive Patent License Agreement (BWH Agreement No. 2020-3640) dated December 29, 2020 (the “Agreement”). The Parties desire to amend the Agreement as set forth in this Amendment.

AGREEMENT

NOW, THEREFORE, in consideration of the promises and covenants set forth in this Amendment, the sufficiency of which is acknowledged, Company and Hospital agree as follows:

…

FOURTEENTH AMENDMENT TO THE

2017 STOCK INCENTIVE PLAN

OF

APNIMED, INC.

December 30, 2024

This Fourteenth Amendment to the 2017 Stock Incentive Plan (the “Plan”) of Apnimed, Inc., a Delaware corporation (the “Company”) is made pursuant to Section 11 (d) of the Plan as of the date first written above.

Recitals:

WHEREAS, the Board of Directors and stockholders of the Company have determined that it is in the best interest of the Company and its shareholders to increase the number of authorized shares available under the Plan.

NOW THEREFORE, Section 4(a) titled “Stock Available for Awards” is hereby amended as follows:

…

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is by and between Apnimed, Inc. (the “Company”) and Dennis Molnar (the “Executive”).

WHEREAS, the Company wishes to continue to employ Executive and Executive wishes to continue be employed by the Company under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1. Employment.

1.1 At-Will Employment. The Executive’s employment under this Agreement shall be “at will” and the period of Executive’s employment under this Agreement shall constitute the “Term.”This Agreement and the Term shall be subject to termination in accordance with Section 4hereof.

…

MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT

BY AND AMONG

APNIMED, INC.,

SHIONOGI & CO., LTD.

AND

SHIONOGI-APNIMED SLEEP SCIENCES, LLC

Dated March 23, 2026

---

CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***],

HAS BEEN OMITTED BECAUSE IT IS NOTH NOT MATERIAL AND IS THE TYPE

THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

TABLE OF CONTENTS

		Page

…

TWENTY- FOURTH AMENDMENT TO THE

2017 STOCK INCENTIVE PLAN

OF

APNIMED, INC.

July 7, 2026

This Twenty-Fourth Amendment to the 2017 Stock Incentive Plan (the “Plan”) of Apnimed, Inc., a Delaware corporation (the “Company”) is made pursuant to Section 11(d) of the Plan as of the date first written above.

Recitals:

WHEREAS, the Board of Directors and stockholders of the Company have determined that it is in the best interest of the Company and its stockholders to increase the number of authorized shares available under the Plan.

NOW THEREFORE, Section 4(a) titled “Stock Available for Awards” is hereby amended as follows:

…

SECURITY AGREEMENT

THIS SECURITY AGREEMENT dated as of April 2, 2026 (as amended, modified, restated or supplemented from time to time, this “Security Agreement”) is by and among the parties identified as “Grantors” on the signature pages hereto and such other parties as may become Grantors hereunder after the date hereof (individually a “Grantor”, and collectively the “Grantors”) and HCR OSA SPV, LLC, as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties (defined below).

W I T N E S S E T H

…

Execution Version

TRANSITION AGREEMENT

THIS TRANSITION AGREEMENT (this “Agreement”) is made as of May 28, 2026 by and between Lawrence Miller (the “Executive”) and Apnimed, Inc. (the “Company”).

WHEREAS, the Company and the Executive entered into that certain Employment Agreement, dated as of April 26, 2025, which governs the Executive’s employment with the Company (the “Employment Agreement”);

WHEREAS, the Executive’s employment shall cease effective June 30, 2027, or such earlier date mutually agreed upon by the parties (the “Termination Date”);

WHEREAS, the Executive will resign his position of Chief Executive Officer of the Company and become its Vice Chairman effective as of June 1, 2026;

WHEREAS, the Company and the Executive desire to continue the Executive’s employment as Vice Chairman of the Company from June 1, 2026 through the Termination Date (with such period between the date hereof and the Termination Date referred to herein as the “Transition Period”); and

…

TWENTY- SECOND AMENDMENT TO THE

2017 STOCK INCENTIVE PLAN

OF

APNIMED, INC.

June 23, 2026

This Twenty-Second Amendment to the 2017 Stock Incentive Plan (the “Plan”) of Apnimed, Inc., a Delaware corporation (the “Company”) is made pursuant to Section 11(d) of the Plan as of the date first written above.

Recitals:

WHEREAS, the Board of Directors and stockholders of the Company have determined that it is in the best interest of the Company and its shareholders to increase the number of authorized shares available under the Plan.

NOW THEREFORE, Section 4(a) titled “Stock Available for Awards” is hereby amended as follows:

…

SEVENTH AMENDMENT TO THE

2017 STOCK INCENTIVE PLAN

OF

APNIMED, INC.

October 14, 2022

This Seventh Amendment to the 2017 Stock Incentive Plan (the “Plan”) of Apnimed, Inc., a Delaware corporation (the “Company”) is made pursuant to Section 11(d) of the Plan as of the date first written above.

Recitals:

WHEREAS, the Board of Directors and stockholders of the Company have determined that it is in the best interest of the Company and its shareholders to increase the number of authorized shares available under the Plan.

NOW THEREFORE, Section 4(a) titled “Stock Available for Awards” is hereby amended as follows:

…

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is by and between Apnimed, Inc. (the “Company”) and Lawrence Miller (the “Executive”).

WHEREAS, the Company wishes to continue to employ Executive and Executive wishes to continue to be employed by the Company under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1. Employment.

1.1 At-Will Employment. The Executive’s employment under this Agreement shall be “at will” and the period of Executive’s employment under this Agreement shall constitute the “Term.”This Agreement and the Term shall be subject to termination in accordance with Section 4hereof.

…

TENTH AMENDMENT TO THE

2017 STOCK INCENTIVE PLAN

OF

APNIMED, INC.

December 21, 2023

This Tenth Amendment to the 2017 Stock Incentive Plan (the “Plan”) of Apnimed, Inc., a Delaware corporation (the “Company”) is made pursuant to Section 11(d) of the Plan as of the date first written above.

Recitals:

WHEREAS, the Board of Directors and stockholders of the Company have determined that it is in the best interest of the Company and its shareholders to increase the number of authorized shares available under the Plan.

NOW THEREFORE, Section 4(a) titled “Stock Available for Awards” is hereby amended as follows:

…

EIGHTEENTH AMENDMENT TO THE

2017 STOCK INCENTIVE PLAN

OF

APNIMED, INC.

September 16, 2025

This Eighteenth Amendment to the 2017 Stock Incentive Plan (the “Plan”) of Apnimed, Inc., a Delaware corporation (the “Company”) is made pursuant to Section 11(d) of the Plan as of the date first written above.

Recitals:

WHEREAS, the Board of Directors and stockholders of the Company have determined that it is in the best interest of the Company and its shareholders to increase the number of authorized shares available under the Plan.

NOW THEREFORE, Section 4(a) titled “Stock Available for Awards” is hereby amended as follows:

…

SEVENTEENTH AMENDMENT TO THE

2017 STOCK INCENTIVE PLAN

OF

APNIMED, INC.

July 14, 2025

This Seventeenth Amendment to the 2017 Stock Incentive Plan (the “Plan”)of Apnimed, Inc., a Delaware corporation (the “Company”)is made pursuant to Section 11(d) of the Plan as of the date first written above.

Recitals:

WHEREAS, the Board of Directors and stockholders of the Company have determined that it is in the best interest of the Company and its shareholders to increase the number of authorized shares available under the Plan.

NOW THEREFORE, Section 4(a) titled “Stock Available for Awards” is hereby amended as follows:

…

January 30, 2026

Ron Farkas

12040 Misty Rise Ct

Clarksville, MD 21029

Re: Addendum to Employment Agreement

Dear Ron:

I am writing to confirm our mutual agreement to modify your Employment Agreement, dated April 25, 2025 (the “Employment Agreement”) as follows:

1.

Position and Duties. Effective February 1, 2026, your job title will change to Senior Advisor. Your employment shall be reduced to a 40 percent part-time schedule, with hours of work to be mutually agreed to between us.

2.

Compensation. Your annual base salary will be reduced to the rate of $199,680, paid in accordance with the Company’s payroll practices as in effect from time to time, and subject to applicable withholdings or other required statutory deductions. You will not be eligible for an annual incentive bonus or to participate in the employee benefit plans, policies or arrangements maintained by the Company for its full-time employees, other than statutorily-required benefits.

3.

…

ELEVENTH AMENDMENT TO THE

2017 STOCK INCENTIVE PLAN

OF

APNIMED, INC.

March 14, 2024

This Eleventh Amendment to the 2017 Stock Incentive Plan (the “Plan”) of Apnimed, Inc., a Delaware corporation (the “Company”) is made pursuant to Section 11(d) of the Plan as of the date first written above.

Recitals:

WHEREAS, the Board of Directors and stockholders of the Company have determined that it is in the best interest of the Company and its shareholders to increase the number of authorized shares available under the Plan.

NOW THEREFORE, Section 4(a) titled “Stock Available for Awards” is hereby amended as follows:

…

TWENTY-FIRST AMENDMENT TO THE

2017 STOCK INCENTIVE PLAN

OF

APNIMED, INC.

June 1, 2026

This Twenty-First Amendment to the 2017 Stock Incentive Plan (the “Plan”) of Apnimed, Inc., a Delaware corporation (the “Company”) is made pursuant to Section 11(d) of the Plan as of the date first written above.

Recitals:

WHEREAS, the Board of Directors and stockholders of the Company have determined that it is in the best interest of the Company and its shareholders to increase the number of authorized shares available under the Plan.

NOW THEREFORE, Section 4(a) titled “Stock Available for Awards” is hereby amended as follows:

…

APNIMED, INC.

NON-STATUTORY STOCK OPTION AGREEMENT

GRANTED UNDER 2017 STOCK INCENTIVE PLAN, AS AMENDED

Apnimed, Inc. (the “Company”) hereby grants to the undersigned, the following stock option pursuant to the terms of this Non-Statutory Stock Option Agreement, including the Incorporated Terms and Conditions attached hereto (this “Agreement”), and its 2017 Stock Incentive Plan, as amended (the “Plan”). In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed thereto in the Plan.

…

AMENDMENT NO. 1 TO

MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT

This Amendment No. 1 to Membership Interest and Asset Purchase Agreement (this “Amendment”) is made effective as of April 6, 2026 (the“Effective Date”), by and among Apnimed, Inc., a Delaware corporation (“Apnimed”), Shionogi & Co., Ltd. (registered number 1200-01-077430), a company organized under the laws of Japan (“Shionogi”), and Shionogi-Apnimed Sleep Science, LLC, a Delaware limited liability company (“SASS” and, together with Apnimed and Shionogi, each a “Party” and collectively, the “Parties”), and amends that certain Membership Interest and Asset Purchase Agreement, dated as of March 23, 2026, by and among Apnimed, Shionogi and SASS (the “Purchase Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

WHEREAS, the Parties now desire to amend the Purchase Agreement to correct a scrivener’s error in Section 11.1(a) of the Purchase Agreement;

…

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is by and between Apnimed, Inc. (the “Company”) and Ronald Farkas (the “Executive”).

WHEREAS, the Company wishes to continue to employ Executive and Executive wishes to continue be employed by the Company under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1. Employment.

1.1 At-Will Employment. The Executive’s employment under this Agreement shall be “at will” and the period of Executive’s employment under this Agreement shall constitute the “Term.”This Agreement and the Term shall be subject to termination in accordance with Section 4hereof.

…

SIXTH AMENDMENT TO THE

2017 STOCK INCENTIVE PLAN

OF

APNIMED, INC.

April 28, 2022

This Sixth Amendment to the 2017 Stock Incentive Plan (the “Plan”) of Apnimed, Inc., a Delaware corporation (the “Company”) is made pursuant to Section 11(d) of the Plan as of the date first written above.

Recitals:

WHEREAS, the Board of Directors and stockholders of the Company have determined that it is in the best interest of the Company and its shareholders to increase the number of authorized shares available under the Plan.

NOW THEREFORE, Section 4(a) titled “Stock Available for Awards” is hereby amended as follows:

…

FIFTEENTH AMENDMENT TO THE

2017 STOCK INCENTIVE PLAN

OF APNIMED, INC.

March 6, 2025

This Fifteenth Amendment to the 2017 Stock Incentive Plan (the “Plan”)of Apnimed, Inc., a Delaware corporation (the “Company”)is made pursuant to Section 11(d) of the Plan as of the date first written above.

Recitals:

WHEREAS, the Board of Directors and stockholders of the Company have determined that it is in the best interest of the Company and its shareholders to increase the number of authorized shares available under the Plan.

NOW THEREFORE, Section 4(a) titled “Stock Available for Awards” is hereby amended as follows:

…

THIRTEENTH AMENDMENT TO THE

2017 STOCK INCENTIVE PLAN

OF

APNIMED, INC.

September 17, 2024

This Thirteenth Amendment to the 2017 Stock Incentive Plan (the “Plan”) of Apnimed, Inc., a Delaware corporation (the “Company”) is made pursuant to Section 11(d) of the Plan as of the date first written above.

Recitals:

WHEREAS, the Board of Directors and stockholders of the Company have determined that it is in the best interest of the Company and its shareholders to increase the number of authorized shares available under the Plan.

NOW THEREFORE, Section 4(a) titled “Stock Available for Awards” is hereby amended as follows:

…

[Execution Version]

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is by and between Apnimed, Inc. (the “Company”) and Kevin Lind (the “Executive”) effective as of June 1, 2026 (the “Effective Date”).

WHEREAS, the Company desires to employ Executive on the terms and conditions set forth in this Agreement and Executive desires to be so employed.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1. Employment.

1.1 Term. The Company agrees to employ Executive and Executive accepts such employment pursuant to the terms of this Agreement for the period commencing on the Effective Date and continuing until terminated in accordance with this Agreement (the “Term”).

…

EIGHTH AMENDMENT TO THE

2017 STOCK INCENTIVE PLAN

OF

APNIMED, INC.

December 22, 2022

This Eighth Amendment to the 2017 Stock Incentive Plan (the “Plan”) of Apnimed, Inc., a Delaware corporation (the “Company”) is made pursuant to Section 11(d) of the Plan as of the date first written above.

Recitals:

WHEREAS, the Board of Directors and stockholders of the Company have determined that it is in the best interest of the Company and its shareholders to increase the number of authorized shares available under the Plan.

NOW THEREFORE, Section 4(a) titled “Stock Available for Awards” is hereby amended as follows:

…

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

THEBRIGHAMANDWOMEN’SHOSPITAL, INC.

AMENDED AND RESTATED EXCLUSIVE PATENT LICENSE AGREEMENT

BWH Agreement No: [***]

BWH Case Nos: [***]

This Amended and Restated License Agreement (“Agreement”) is made as of the 29th day of December 2020 (the “Restatement Date”), by and between Apnimed, Inc., a Massachusetts corporation, having a principal place of business at 20 Holyoke Street, Cambridge, MA 02138 (“Company”) and The Brigham and Women’s Hospital, Inc., a not-for-profit Massachusetts corporation, with a principal place of business at 75 Francis Street, Boston, Massachusetts 02115 (“Hospital”), each referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

…

TWELFTH AMENDMENT TO THE

2017 STOCK INCENTIVE PLAN

OF

APNIMED, INC.

June 11, 2024

This Twelfth Amendment to the 2017 Stock Incentive Plan (the “Plan”) of Apnimed, Inc., a Delaware corporation (the “Company”) is made pursuant to Section 11(d) of the Plan as of the date first written above.

Recitals:

WHEREAS, the Board of Directors and stockholders of the Company have determined that it is in the best interest of the Company and its shareholders to increase the number of authorized shares available under the Plan.

NOW THEREFORE, Section 4(a) titled “Stock Available for Awards” is hereby amended as follows:

…

NINETEENTH AMENDMENT TO THE

2017 STOCK INCENTIVE PLAN

OF

APNIMED, INC.

September 19, 2025

This Nineteenth Amendment to the 2017 Stock Incentive Plan (the “Plan”)of Apnimed, Inc., a Delaware corporation (the “Company”)is made pursuant to Section 11(d) of the Plan as of the date first written above.

Recitals:

WHEREAS, the Board of Directors and stockholders of the Company have determined that it is in the best interest of the Company and its shareholders to increase the number of authorized shares available under the Plan.

NOW THEREFORE, Section 4(a) titled “Stock Available for Awards” is hereby amended as follows:

…

2017 STOCK INCENTIVE PLAN

OF

APNIMED, INC.

1. Purpose

The purpose of this 2017 Stock Incentive Plan (the “Plan”)of Apnimed, Inc., a Delaware corporation (the “Company”),is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contributions to the Company and by providing such persons with equity ownership opportunities and performance-based incentives that are intended to better align the interests of such persons with those of the Company’s stockholders. Except where the context otherwise requires, the term “Company”shall include any of the Company’s present and future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any regulations thereunder (the “Code”)and any other business venture (including, without limitation, joint venture or limited liability company) in which the Company has a controlling interest, as determined by the Board of Directors of the Company (the “Board”);provided, however,

…

APNIMED, INC.

RESTRICTED STOCK AGREEMENT

GRANTED UNDER 2017 STOCK INCENTIVE PLAN

THIS RESTRICTED STOCK AGREEMENT (“Agreement”) made as of [___] (the “Effective Date”), by and between Apnimed, Inc., a Delaware corporation (the “Company”), and [___] (the “Grantee”).

FOR VALUABLE CONSIDERATION, the receipt of which is acknowledged, the parties hereto agree as follows:

1. Issuance and Sale of Shares to the Grantee. The Company shall issue to the Grantee, and the Grantee shall accept from the Company, subject to the terms and conditions set forth in this Agreement and the Company’s 2017 Stock Incentive Plan (the “Plan”), [___] shares (the “Shares”) of common stock, $0.00001 par value, of the Company (“Common Stock”).

2. Purchase Option and Vesting.

(a) Vesting. The Shares shall be deemed to be “Unvested Shares” as follows:

…

June 3, 2026

Personal and Confidential

Paul Sekhri

Via email: [***]

Dear Paul:

This letter agreement (the “Agreement”) sets forth the terms and conditions of your service as Chairman of the Board of Directors of Apnimed, Inc., a Delaware corporation (the “Company”).

KEY SERVICE TERMS

| | |

…

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

MASTER CLINICAL SERVICES AGREEMENT

This MASTER CLINICAL SERVICES AGREEMENT (this “Agreement”), effective as of the last date of authorized signature herein (the “Effective Date”), is made by and between Apnimed, Inc., a Delaware corporation with principal offices located at 20 Holyoke Street Cambridge, Massachusetts 02138 (“Sponsor”), and Syneos Health, LLC, a Delaware limited liability company with principal offices located in the United States at 1030 Sync Street, Morrisville, North Carolina 27560, together with Syneos Health UK Limited, a company with principal offices located at Farnborough Business Park, 1 Pinehurst Road, Farnborough, Hampshire, GU14 7BF, England (“Syneos Health”).

WITNESSETH:

WHEREAS, Sponsor is engaged in the business of developing, manufacturing, distributing, and/or selling pharmaceutical products, biotechnological products, and/or medical devices;

…

SECOND AMENDMENT TO THE

2017 STOCK INCENTIVE PLAN

OF

APNIMED, INC.

February 27, 2019

This Second Amendment to the 2017 Stock Incentive Plan (the “Plan”) of Apnimed, Inc., a Delaware corporation (the “Company”) is made pursuant to Section 11(d) of the Plan as of the date first written above.

Recitals:

WHEREAS, the Board of Directors and stockholders of the Company have determined that it is in the best interest of the Company and its shareholders to increase the number of authorized shares available under the Plan.

NOW THEREFORE, Section 4(a) titled “Stock Available for Awards” is hereby amended as follows:

…

FOURTH AMENDMENT TO THE

2017 STOCK INCENTIVE PLAN

OF

APNIMED, INC.

This Fourth Amendment to the 2017 Stock Incentive Plan (the “Plan”) of Apnimed, Inc., a Delaware corporation (the “Company”) is made pursuant to Section 1 l(d) of the Plan, and is effective as of May 28, 2021.

Recitals:

WHEREAS, the Board of Directors and stockholders of the Company have determined that it is in the best interest of the Company and its shareholders to increase the number of authorized shares available under the Plan.

NOW THEREFORE, Section 4(a) titled “Stock Available for Awards” is hereby amended as follows:

…

FIFTH AMENDMENT TO THE

2017 STOCK INCENTIVE PLAN

OF

APNIMED, INC.

August 20, 2021

This Fifth Amendment to the 2017 Stock Incentive Plan (the “Plan”) of Apnimed, Inc., a Delaware corporation (the “Company”) is made pursuant to Section 11(d) of the Plan as of the date first written above.

Recitals:

WHEREAS, the Board of Directors and stockholders of the Company have determined that it is in the best interest of the Company and its shareholders to increase the number of authorized shares available under the Plan.

NOW THEREFORE, Section 4(a) titled “Stock Available for Awards” is hereby amended as follows:

…

CREDIT AGREEMENT

Dated as of April 2, 2026

among

APNIMED, INC.,

as the Borrower,

CERTAIN SUBSIDIARIES OF THE BORROWER,

as Guarantors,

HCR OSA SPV, LLC

as the Administrative Agent

and

THE LENDERS FROM TIME TO TIME PARTY HERETO

---

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

TABLE OF CONTENTS

…

TWENTIETH AMENDMENT TO THE

2017 STOCK INCENTIVE PLAN

OF

APNIMED, INC.

November 12, 2025

This Twentieth Amendment to the 2017 Stock Incentive Plan (the “Plan”) of Apnimed, Inc., a Delaware corporation (the “Company”) is made pursuant to Section 11(d) of the Plan as of the date first written above.

Recitals:

WHEREAS, the Board of Directors and stockholders of the Company have determined that it is in the best interest of the Company and its shareholders to increase the number of authorized shares available under the Plan.

NOW THEREFORE, Section 4(a) titled “Stock Available for Awards” is hereby amended as follows:

…

Execution Version

FIRST AMENDMENT TO THE

2017 STOCK INCENTIVE PLAN

OF

APNIMED, INC.

June 25, 2018

This First Amendment to the 2017 Stock Incentive Plan (the “Plan”) of Apnimed, Inc., a Delaware corporation (the “Company”) is made pursuant to Section 11(d) of the Plan as of the date first written above.

Recitals:

WHEREAS, the Board of Directors and stockholders of the Company have determined that it is in the best interest of the Company and its shareholders to increase the number of authorized shares available under the Plan.

NOW THEREFORE, Section 4(a) titled “Stock Available for Awards” is hereby amended as follows:

…

Change In Control Severance Policy

Purpose

To provide financial and benefits support to employees whose positions are eliminated following a Change in Control of the Company.

Eligibility

Employees are eligible for severance under this policy if: their employment is terminated without Cause between three (3) months before and twelve (12) months after a Change in Control.

Employees terminated for Cause, who resign voluntarily or whose employment is terminated due to death or disability are not eligible.

Release

…

VIRAX BIOLABS GROUP LIMITED

July 9, 2026

Holder of Preferred Investment Options Issued in December 2025 and October 2023

Re:	Inducement Offer to Exercise Preferred Investment Option Issued in December 2025 and October 2023

Dear Holder:

…

Exhibit 10.1 VERITONE, INC. SECOND AMENDED AND RESTATED 2023 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: APRIL 27, 2026 APPROVED BY THE STOCKHOLDERS: JULY 7, 2026 1. GENERAL. (a) Defined Terms. Except as otherwise provided, any capitalized term shall have the meaning provided in Section 14 of this Plan. (b) Successor to and Continuation of Prior Plans. The Plan is the successor to and continuation of the Prior Plans. As of the Effective Date, (i) no additional awards may be granted under the Prior Plans; (ii) the Prior Plans’ Available Reserve (plus the Prior Plans’ Returning Shares) will become available for issuance pursuant to Awards granted under this Plan; and (iii) each outstanding award granted under the Prior Plans will remain subject to the terms of the Prior Plan pursuant to which it was granted. All Awards granted under this Plan will be subject to the terms of this Plan. (c) Plan Purpose. The Company, by means of the Plan, seeks to secure and retain the services of Employees, Directors and Consultants, to provide incentives for such persons to exert maximum e

…

​

Exhibit 10.1

AVALANCHE TREASURY CORPORATION

2026 OMNIBUS INCENTIVE PLAN

Section 1.	Purpose of Plan.

The name of the Plan is the Avalanche Treasury Corporation 2026 Omnibus Incentive Plan. The purposes of the Plan are to provide an additional incentive to selected officers, employees, non-employee directors, independent contractors, and consultants of the Company or its Affiliates whose contributions are essential to the growth and success of the business of the Company and its Affiliates, in order to strengthen the commitment of such persons to the Company and its Affiliates, motivate such persons to faithfully and diligently perform their responsibilities, and attract and retain competent and dedicated persons whose efforts will result in the long-term growth and profitability of the Company and its Affiliates. To accomplish such purposes, the Plan provides that the Company may grant Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Stock B

…

PSQ HOLDINGS, INC.
AMENDED AND RESTATED 2023 STOCK INCENTIVE PLAN

1. Purpose

The purpose of this Amended and Restated 2023 Stock Incentive Plan (the “Plan”) of PSQ Holdings, Inc., a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contributions to the Company and by providing such persons with equity ownership opportunities and performance-based incentives that are intended to better align the interests of such persons with those of the Company’s stockholders. Except where the context otherwise requires, the term “Company” shall include any of the Company’s present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any regulations thereunder (the “Code”) and any other business venture (including, without limitation, joint venture or limited liability company) in which the Company has a controlling interest (“***Af

…

As of April 2, 2026

To the Board of Directors of Pelican Acquisition II Corporation

Dear Sirs:

The undersigned, on behalf of itself and its designees, hereby offers to purchase an aggregate of 200,000 ordinary shares, par value $0.0001 per share (“Shares”), of Pelican Acquisition II Corporation (“Company”), for an aggregate purchase price, and total consideration, of $2,318, on the terms set forth herein. Capitalized terms used and not otherwise defined in this letter have the meanings to be given to such terms in the Underwriting Agreement to be entered into between the Company and the undersigned in connection with the Company’s proposed initial public offering (the “Offering”).

…

Administrative Services Agreement

This Administrative Service Agreement (the “Agreement”) dated March 13, 2026, is between Pelican II Capital Solutions Limited, herein referred to as “Service Provider” and Pelican Acquisition II Corporation, herein referred to as “Customer”.

Service Provider has agreed to provide services to the Customer on the terms and conditions set out in this Agreement, while Customer is of the opinion that Service Provider has the proper and necessary qualifications, experience and abilities to provide services to Customer.

Therefore in consideration of the matters described above, the receipt and sufficiency of which consideration is hereby acknowledged, the Customer and the Service Provider agree as follows:

1.	Scope of Work

The Service Provider is to provide the Customer with the following services (the “Services”): general and administrative services, including office space, administrative and support services, as may be reasonably required by the Company.

…

PELICAN ACQUISITION II CORPORATION

March 20, 2026

Pelican II Capital Solutions Limited

1185 Avenue of the Americas, Suite 349

New York, NY 10036

	RE:	Securities Subscription Agreement

Ladies and Gentlemen:

This agreement (the “Agreement”) is entered into on March 20 by and between Pelican II Capital Solutions Limited, a BVI Business Company (the “Subscriber” or “you”), and Pelican Acquisition II Corporation, a Cayman Islands exempted Company (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,875,000 ordinary shares, $0.0001 par value per share, up to 375,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit consisting of one ordinary share and one right, do not fully exercise their over-allotment option (the “Over-allotment Option”) (herein ref

…

** **

July 9, 2026

Cyabra, Inc.

Attn: Dan Brahmy, Chief Executive Officer

13 Gershon Shatz

Tel Aviv Israel 6997543 

Dear Mr. Brahmy:

This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (the “Placement Agent”) and Cyabra, Inc., a Delaware corporation (the “Company”), that the Placement Agent shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of (i) shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”); (ii) warrants to purchase shares of Common Stock of the Company (the “Common Warrants”), and/or (iii) pre-funded warrants to purchase shares of Common Stock (the “Pre-Funded Warrants”, and together with the Common Warrants, the “Warrants,” and collectively with the Shares, the “Securities”). The Shares, Common Warrants, Pre-Funded Warrants, along with the Shares underlying the Common Warrants and the Pre-Funded Warrants, shall be offered and s

…

EXCHANGE AGREEMENT

**EXCHANGE AGREEMENT **(the “Agreement”) is made as of the 9th day of July 2026, by and between Cyabra, Inc., a Delaware corporation (the “Company”), and Alpha Capital Anstalt (the “Holder”).

WHEREAS, the Holder is the holder of certain shares of the Company's Series C Convertible Preferred Stock in the amounts as set forth on the signature page to this Agreement (collectively, the “Preferred Shares”);

WHEREAS, contemporaneously herewith, the Company and the Holder are entering into that certain Securities Purchase Agreement, dated as of the date hereof (the "SPA"), pursuant to which the Holder is purchasing shares of Common Stock (or Pre-Funded Warrants in lieu thereof) and Common Warrants as part of the Company's private placement (the “Private Placement”);

…

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of July 9, 2026, between Cyabra, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulation D promulgated under the Securities, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

**ARTICLE I.
**DEFINITIONS

…

** **

CONVERSION AGREEMENT

**CONVERSION AGREEMENT **(the “Agreement”) is made as of the 9th day of July 2026, by and between Cyabra, Inc., a Delaware corporation (the “Company”), and [____] (the “Holder”).

WHEREAS, the Holder is the holder of certain shares of the Company’s Series A Convertible Preferred Stock, and/or Series B Convertible Preferred Stock n the amounts as set forth on the signature page to this Agreement (collectively, the “Preferred Shares”);

WHEREAS, the Board of Directors of the Company has approved amendments to the Certificates of Designation governing the Preferred Shares (the “COD Amendments”), which, upon becoming effective, will amend the applicable Certificate of Designation governing the Holder’s Preferred Shares (the “Amended Certificate of Designation”), subject to receipt of the requisite approval of the Company’s stockholders as required by the applicable rules of The Nasdaq Stock Market LLC;

…

FIRST AMENDMENT TO LETTER OF INTENT

(Acquisition of Skycore Digital LLC by Z Squared Inc.)

This First Amendment to Letter of Intent (this “Amendment”) is effective as of **June 30, 2026 **(the “Amendment Effective Date”), by and among Z Squared Inc., a Delaware corporation (the “Buyer”), MN Data Centers JV LLC, a Delaware limited liability company (“MN Data Centers”), and Claw Holdings, LLC, a North Carolina limited liability company (“Claw” and, together with MN Data Centers, the “Sellers”). The Buyer and the Sellers are referred to herein collectively as the “Parties” and each individually as a “Party.”

RECITALS

WHEREAS, the Parties entered into that certain Letter of Intent, dated as of April 28, 2026 (the “LOI”), setting forth the principal terms and conditions upon which the Buyer proposes to acquire one hundred percent (100%) of the issued and outstanding membership interests of Skycore Digital LLC, a North Carolina limited liability company;

…

MDWERKS, INC.

** **

Independent Director Agreement

** **

Jeff Hopmayer

** **

Dated as of June 26, 2026

This Independent Director Agreement (this “Agreement”), dated and made effective as of the date first set forth above (the “Effective Date”), is entered into by and between MDWerks, Inc., a Delaware Corporation (the “Company”), and Jeff Hopmayer (the “Director”). The Company and Director may be referred to herein individually as a “Party” or collectively as the “Parties”.

WHEREAS, the Company has appointed the Director to the Board of Directors of Company (the “Board”) on the Effective Date and now desires to enter into an agreement with the Director with respect to Director’s service as a director of Company; and

WHEREAS, the Director is willing to serve as a director of Company upon the terms and conditions set forth herein and in accordance with the provisions of this Agreement.

…

TAILORED BRANDS, INC. 2024 EQUITY INCENTIVE PLAN

Restricted Stock Unit Award Notice – John Tighe

Tailored Brands, Inc., a Delaware corporation (the “Company”), has granted to you a Restricted Stock Unit Award pursuant to the terms and conditions of the Tailored Brands, Inc. 2024 Equity Incentive Plan (as may be amended or restated from time to time) (the “Plan”) and the Restricted Stock Unit Award Agreement, attached hereto (the “Agreement”). Capitalized terms not defined in this notice (the “Notice”) shall have the meanings specified in the Plan or the Agreement, as applicable. The grant of the Award hereunder is discretionary, and this grant is not a promise or commitment to grant additional Awards at any later date.

Grant Date:	August 5, 2025, conditioned on your employment on such date.

…

TAILORED BRANDS

EXECUTIVE SEVERANCE PLAN

Effective as of September 22, 2022

Article I
INTRODUCTION AND ESTABLISHMENT OF PLAN

The Committee hereby adopts, as of the Effective Date, the Tailored Brands Executive Severance Plan (the “Plan”). The Plan is intended to offer severance benefits to Participants in the event of certain terminations of employment from the Employer. The Plan, as a “severance pay arrangement” within the meaning of Section 3(2)(B)(i) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), is intended to be, and will be administered and maintained as, an unfunded welfare benefit plan under Section 3(1) of ERISA maintained primarily for the purpose of providing benefits for a select group of management or highly compensated employees (a “top hat” plan).

Article II
DEFINITIONS

As used herein, the following words and phrases will have the following respective meanings unless the context clearly indicates otherwise.

* *

…

EXECUTION VERSION

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of June 18, 2025 by and between Tailored Brands, Inc., a Delaware corporation (the “Company”), and John Tighe (the “Executive”). This Agreement shall become effective as of August 5, 2025 (the “Effective Date”), subject to Executive’s continued employment with the Company through the Effective Date.

WHEREAS, as of the Effective Date, the Company desires to employ the Executive as Chief Executive Officer of the Company and the Executive wishes to accept such employment.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and intending to be legally bound hereby, the Company and the Executive agree as follows:

1. Position and Duties.

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TAILORED BRANDS, INC. 2024 EQUITY INCENTIVE PLAN

Restricted Stock Unit Award Notice – For Name

Tailored Brands, Inc., a Delaware corporation (the “Company”), has granted to you a Restricted Stock Unit Award pursuant to the terms and conditions of the Tailored Brands, Inc. 2024 Equity Incentive Plan (as may be amended or restated from time to time) (the “Plan”) and the Restricted Stock Unit Award Agreement, attached hereto (the “Agreement”). Capitalized terms not defined in this notice (the “Notice”) shall have the meanings specified in the Plan or the Agreement, as applicable. The grant of the Award hereunder is discretionary, and this grant is not a promise or commitment to grant additional Awards at any later date.

…

December 1, 2025

Re: Promotion to EVP, Chief Operating Officer

Dear Karla,

Congratulations on your promotion to EVP, Chief Operating Officer.

You are an integral part of the success and future of Tailored Brands, and I am excited about working with you in this new capacity.

As discussed, you will be receiving a promotional increase to your compensation with an effective date of December 1, 2025. Details are in the table below.

		Current					New				% Increase
Base Salary		$	540,000			$	700,000				29.6	%
AIP Target			75	%			75	%

…

January 31, 2024

Peter Sachse

[***]

Re: Offer of Employment

Dear Peter,

The purpose of this letter is to confirm the conditions of your new position as sole Chief Executive Officer.

Effective February 1, 2024:

	●	You will be hired by Tailored Shared Services, Inc.

	●	Your pay rate will be $1,000,000 per year.

	●	Your Annual Incentive Plan (AIP) target is 100% of your base salary.

…

January 22, 2025

Whit Alexander
[***]

Re: Offer of Employment

Dear Whit,

On behalf of Tailored Shared Services, LLC (“we “us,” or “the Company”), I am pleased to offer you the position of Executive Vice President and Chief Customer Officer, reporting to me. We are excited to have you join us, and this letter will outline the basic terms and conditions of the position offered.

Your planned start date will be March 3, 2025 (or sooner if possible), at the pay rate of $540,000 per year.

You are eligible to participate in the Company’s Annual Incentive Plan (AIP) with a target of 75% of your base salary. For Fiscal 2025, you will be eligible for 100% of the AIP target with no proration, and otherwise subject to payout per the Company AIP program and business performance. The AIR if earned, is generally paid in April of the following fiscal year. You must be employed by the Company as of the date the bonus is paid to earn any portion of the bonus. The bonus amount will be subject to taxes and withholdings.

…

Tailored Brands, Inc. 2025 Director Equity Plan

Article 1
Purpose And Effective Date

** **

**A. **Purpose. The purpose of this Tailored Brands, Inc. 2025 Director Equity Plan is to promote the long-term financial success of the Company, increasing stockholder value by enabling the Company and its related entities to attract and retain the services of those directors who can contribute most effectively to the successful conduct of the Company’s business. These objectives are accomplished by making long-term incentive awards under the Plan that will offer Participants an opportunity to have a greater proprietary interest in, and closer identity with, the Company and its Affiliates and their financial success.

** **

**B. **Effective Date. The Plan shall become effective upon adoption by the Board.

Article 2
Definitions

** **

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TAILORED BRANDS, INC. AMENDED AND RESTATED 2021 EQUITY INCENTIVE PLAN

Restricted Stock Unit Award Notice – For Name

Tailored Brands, Inc., a Delaware corporation (the “Company”), has granted to you a Restricted Stock Unit Award pursuant to the terms and conditions of the Tailored Brands, Inc. Amended and Restated 2021 Equity Incentive Plan (as may be amended or restated from time to time) (the “Plan”) and the Restricted Stock Unit Award Agreement, attached hereto (the “Agreement”). Capitalized terms not defined in this notice (the “Notice”) shall have the meanings specified in the Plan or the Agreement, as applicable. The grant of the Award hereunder is discretionary, and this grant is not a promise or commitment to grant additional Awards at any later date.

…

FORM OF
DIRECTOR NOMINATION AGREEMENT

This Director Nomination Agreement (this “Agreement”), dated as of [●], 2026, is entered into by and between Tailored Brands, Inc., a Delaware corporation (the “Company”), and Silver Point Capital, L.P., a Delaware limited partnership (“Silver Point”). The Agreement shall be effective from the Effective Date (as defined herein).

WHEREAS, the Company intends to consummate an initial public offering (“IPO”) of shares of its common stock, par value $0.001 per share (the “Common Stock”); and

WHEREAS, in connection with such events, the parties hereto desire to provide for certain governance rights and other matters with respect to the Company upon the consummation of the IPO (the “Effective Date”).

NOW, THEREFORE, in consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

…

Execution Version

9.000% SENIOR SECURED NOTES DUE 2031

INDENTURE

Dated as of January 28, 2026

Among

THE MEN’S WEARHOUSE, LLC

as Issuer,

the Guarantors party hereto from time to time

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

as Trustee and

Notes Collateral Agent

TABLE OF CONTENTS

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TAILORED BRANDS, INC. 2024 EQUITY INCENTIVE PLAN

Restricted Stock Unit Award Notice – For Name

Tailored Brands, Inc., a Delaware corporation (the “Company”), has granted to you a Restricted Stock Unit Award pursuant to the terms and conditions of the Tailored Brands, Inc. 2024 Equity Incentive Plan (as may be amended or restated from time to time) (the “Plan”) and the Restricted Stock Unit Award Agreement, attached hereto (the “Agreement”). Capitalized terms not defined in this notice (the “Notice”) shall have the meanings specified in the Plan or the Agreement, as applicable. The grant of the Award hereunder is discretionary, and this grant is not a promise or commitment to grant additional Awards at any later date.

…

April 21, 2021

Karla Gray
[***]

Re: Offer of Employment

Dear Karla,

On behalf of Tailored Shared Services, LLC (“we,” “us,” or “the Company”), I am pleased to offer you the position of Executive Vice President of Stores. We are excited to have you join us, and this letter will outline the basic terms and conditions of the position offered.

Your start date will be May 3, 2021 (or a date mutually agreed upon), at the pay rate of $415,000 per year. Your direct manager will be Peter Sachse, Co-Chief Executive Officer.

…

Dear Jamie,

As EVP, Chief Supply Chain Officer of Tailored Brands, your leadership in the coming year will be critical to us achieving both our short term financial objectives as well as making progress against longer term strategic positioning and objectives. The purpose of this letter is to outline your target compensation for 2019 and illustrate for you how the achievement of these short and long term objectives will directly impact your actual compensation. Your 2019 Total Direct Compensation (at target) of $1,233,750 consists of three components:

	1.	FY19 Base Salary: $475,000

	2.	FY19 Bonus Target: $308,750

Your bonus consists of 3 parts:

	●	Company EBIT Target (60%) — $185,250

…

TAILORED BRANDS, INC. 2024 EQUITY INCENTIVE PLAN

I INTRODUCTION

1.1 Purposes. The purposes of the Tailored Brands, Inc. 2024 Equity Incentive Plan (this “Plan”) are (i) to align the interests of the Company’s stockholders and the recipients of awards under this Plan by increasing the proprietary interest of such recipients in the Company’s growth and success, (ii) to advance the interests of the Company by attracting and retaining highly qualified officers and employees and (iii) to motivate such persons to act in the long-term best interests of the Company and its stockholders.

1.2 Certain Definitions.

“Agreement” shall mean the written or electronic agreement evidencing an award hereunder between the Company and the recipient of such award.

“Board” shall mean the Board of Directors of the Company.

…

August 1, 2025

Peter Sachse
Via E-mail: [***]

Dear Peter,

It is a pleasure to confirm your appointment to the position of Executive Chairman of the Board of Directors (the “Board”) of Tailored Brands, Inc., a Delaware corporation (the “Company”) effective as of August 5, 2025 (the “Effective Date”).

The Company is pleased to confirm the following terms of your appointment as Executive Chairman of the Board.

| |

…

EXECUTION VERSION

FIFTH AMENDMENT TO CREDIT AGREEMENT

This FIFTH AMENDMENT TO CREDIT AGREEMENT, dated as of March 31, 2023 (this “Amendment”), is entered into by and among (a) THE MEN’S WEARHOUSE, LLC, a Texas limited liability company (the “Company”), (b) each of the other U.S. Subsidiary Borrowers signatory hereto (together with the Company, the “U.S. Borrowers”), (c) MOORES THE SUIT PEOPLE CORP., a Nova Scotia unlimited company (the “Canadian Borrower” and, together with the U.S. Borrowers, the “Borrowers”), (d) **TAILORED BRANDS, INC. **(f/k/a New TMW Topco Inc.), a Delaware corporation (“Tailored Brands”), and NEW TMW MIDCO LLC, a Delaware limited liability company (“TMW MidCo”, and collectively with Tailored Brands, the “Holdco Guarantors”), (e) the other Loan Parties (as defined in the Credit Agreement referred to below) signatory hereto, (f) the Lenders (as defined in the Credit Agreement) signatory hereto, (g) JPMORGAN CHASE BANK, N.A., as Administrative Agent (as defined in the Credit Agreement), and (h) **JPMORGAN CHASE BANK, N

…

November 10, 2025

Michael Baughn

[***]

Re: Offer of Employment

Dear Michael,

On behalf of Tailored Shared Services, LLC (“we,” “us,” or “the Company”), I am pleased to offer you the position of Executive Vice President and Chief Financial Officer, reporting to me. We are excited to have you join us, and this letter will outline the basic terms and conditions of the position offered.

Your planned start date will be December 1, 2025 (or a date mutually agreed upon), at the pay rate of $700,000 per year.

You are eligible to participate in the Company’s Annual Incentive Plan (“AIP”) with an annual incentive target of 75% of your base salary. Because the bonus is an incentive for continued employment and used as a retention tool, you must be employed by the Company as of the date the bonus is paid to earn any portion of the bonus. The AIP, if earned, is generally paid in April of the following fiscal year. The bonus amount will be subject to taxes and withholdings. Your eligibility in AIP will begin in the next fiscal year, which begins February 1, 2026.

…

TAILORED BRANDS, INC. 2025 DIRECTOR EQUITY PLAN

Restricted Stock Unit Award Notice – For [Name]

Tailored Brands, Inc., a Delaware corporation (the “Company”), has granted to you an Award of Restricted Stock Units pursuant to the terms and conditions of the Tailored Brands, Inc. 2025 Director Equity Plan (as may be amended or restated from time to time) (the “Plan”) and the Restricted Stock Unit Award Agreement, attached hereto (the “Agreement”). Capitalized terms not defined in this notice (the “Notice”) shall have the meanings specified in the Plan or the Agreement, as applicable. The grant of the Award hereunder is discretionary, and this grant is not a promise or commitment to grant additional Awards at any later date.

…

Execution Version

CREDIT AGREEMENT

dated as of January 28, 2026,

by and among

NEW TMW LLC,
as Initial Holdings,

THE MEN’S WEARHOUSE, LLC,
as the Borrower,

TAILORED BRANDS, INC.

and

NEW TMW MIDCO LLC,

as Holdco Guarantors,

The Lenders Party Hereto,

and

GOLDMAN SACHS BANK USA,
as Administrative Agent and Collateral Agent,

GOLDMAN SACHS BANK USA

and

JPMORGAN CHASE BANK, N.A.,

as Lead Arrangers

BOFA SECURITIES, INC.,

BARCLAYS BANK PLC,

JEFFERIES FINANCE LLC,

MORGAN STANLEY SENIOR FUNDING, INC.

and

WELLS FARGO SECURITIES, LLC,

as Arrangers and Bookrunners

TABLE OF CONTENTS

…

TAILORED BRANDS, INC.

AMENDED AND RESTATED 2021 EQUITY INCENTIVE PLAN

I INTRODUCTION

1.1 Purposes. The purposes of the Tailored Brands, Inc. Amended and Restated 2021 Equity Incentive Plan (this “Plan”) are (i) to align the interests of the Company’s stockholders and the recipients of awards under this Plan by increasing the proprietary interest of such recipients in the Company’s growth and success, (ii) to advance the interests of the Company by attracting and retaining highly qualified officers and employees and (iii) to motivate such persons to act in the long-term best interests of the Company and its stockholders.

1.2 Certain Definitions.

“Agreement” shall mean the written or electronic agreement evidencing an award hereunder between the Company and the recipient of such award.

“Board” shall mean the Board of Directors of the Company.

…

October 4, 2021

Brandy Richardson

[***]

Re: Offer of Employment

Dear Brandy,

On behalf of Tailored Shared Services, LLC (“we,” “us,” or “the Company”), I am pleased to offer you the position of Executive Vice President & Chief Financial Officer. We are excited to have you join us, and this letter will outline the basic terms and conditions of the position offered.

Your start date will be November 1, 2021 (or a date mutually agreed upon), at the base pay rate of $650,000 per year. Your direct manager will be Bob Hull, Co-Chief Executive Officer.

…

TAILORED BRANDS, INC. 2024 EQUITY INCENTIVE PLAN

Restricted Stock Unit Award Notice – John Tighe

Tailored Brands, Inc., a Delaware corporation (the “Company”), has granted to you a Restricted Stock Unit Award pursuant to the terms and conditions of the Tailored Brands, Inc. 2024 Equity Incentive Plan (as may be amended or restated from time to time) (the “Plan”) and the Restricted Stock Unit Award Agreement, attached hereto (the “Agreement”). Capitalized terms not defined in this notice (the “Notice”) shall have the meanings specified in the Plan or the Agreement, as applicable. The grant of the Award hereunder is discretionary, and this grant is not a promise or commitment to grant additional Awards at any later date.

	Grant Date:	August 5, 2025, conditioned on your employment on such date.

…