Browse EX-10 agreements

September 1, 2026

David Bailey

Dear David:

STAAR Surgical Company is pleased to offer you the position of Chief Commercial Officer reporting to Warren Foust, President and Chief Executive Officer. Your beginning wage will be $575,000 (CHF 462,825) in addition to all the benefits offered through our current policies.

Subject to approval by the Compensation Committee of the Board of Directors, you will receive an initial equity grant valued at $850,000, to be granted on your start date. This initial equity grant will be issued in the form of 50% Restricted Stock Units (RSUs) and 50% Stock Options. The RSUs will vest over a three-year period, with 1/3 vesting on the first anniversary of the grant date, 1/3 vesting on the second anniversary of the grant date, and the remaining 1/3 vesting on the third anniversary of the grant date. The Stock Options will also vest over a three year period. Additionally, you will receive a 2026 annual long-term incentive award valued at $1,400,000, which will be prorated based on your date of hire, in the form of 50% stock options and 50% RSUs. You wi

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**CONSENT AND WAIVER **

This Consent and Waiver (this “Consent and Waiver”) is entered into effective as of October 2, 2026, by and between Jaguar Health, Inc., a Delaware corporation (the “Company”), and each buyer identified on the signature pages hereto (each, including its successors and assigns, a “Buyer” and collectively, the “Buyers”), pursuant to those certain preferred stock purchase agreements, dated as of June 9, 2026, each by and between the Company and the Buyer named therein (collectively the “Purchase Agreements”). Capitalized terms used herein but not otherwise defined herein shall have the meaning set forth in the Purchase Agreements.

**RECITALS **

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Execution Version

LETTER OF INTENT

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October 2, 2026

SIM Acquisition Corp. I

Attn: Board of Directors

Re: Proposed Business Combination with American Industrial Technologies, Inc.

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Ladies and Gentlemen:

This Letter of Intent (this “Letter”) sets forth the principal terms pursuant to which American Industrial Technologies, Inc., a Nevada corporation formerly known as Q1 Holdings, Inc. (together with its subsidiaries to the extent reasonably applicable, the “Company”), proposes to consummate a business combination with SIM Acquisition Corp. I, a Cayman Islands exempted company (“SPAC”) (the “Proposed Transaction”). SPAC and the Company are sometimes referred to herein individually as a **“Party” **and collectively as the “Parties.”

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This Letter replaces and supersedes in its entirety that certain non-binding Letter of Intent, dated April 26, 2026, between SPAC and the Company (the “Original Letter Agreement”).

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1. Transaction Overview.

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Execution Version

LETTER OF INTENT

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October 2, 2026

SIM Acquisition Corp. I

Attn: Board of Directors

Re: Proposed Business Combination with American Industrial Technologies, Inc.

*** ***

Ladies and Gentlemen:

This Letter of Intent (this “Letter”) sets forth the principal terms pursuant to which American Industrial Technologies, Inc., a Nevada corporation formerly known as Q1 Holdings, Inc. (together with its subsidiaries to the extent reasonably applicable, the “Company”), proposes to consummate a business combination with SIM Acquisition Corp. I, a Cayman Islands exempted company (“SPAC”) (the “Proposed Transaction”). SPAC and the Company are sometimes referred to herein individually as a **“Party” **and collectively as the “Parties.”

** **

This Letter replaces and supersedes in its entirety that certain non-binding Letter of Intent, dated April 26, 2026, between SPAC and the Company (the “Original Letter Agreement”).

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1. Transaction Overview.

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

**AMENDMENT NO. 4 TO LICENSE AGREEMENT **

This AMENDMENT NO. 4 TO LICENSE AGREEMENT (“Amendment No.********* 4***”) made and effective as of October 2, 2026 (the “Amendment No.********* 4 Effective Date***”), is by and between Immunome, Inc., a Delaware corporation with offices at 18702 N Creek Parkway South, Suite #100, Bothell, WA 98011 (“Immunome”) and Bristol-Myers Squibb Company, a Delaware corporation with offices at Route 206 and Province Line Road, Princeton, New Jersey 08543 (“BMS”). Immunome and BMS are together referred to in this Amendment No. 4 as the “Parties” and individually as a “Party.”

**Background: **

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**CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. **

Schedules 1.1, 1.2, 1.3, 6.03(a)(xiii), 13.02(a) and I, and Exhibit B, have each been omitted pursuant to Item 601(a)(5) of Regulation S-K. Schedule 1.1 lists the Approved Banks, Schedule 1.2 lists the Ministerial Matters, Schedule 1.3 lists the Additional Grandfathered Territories, Schedule 6.03(a)(xiii) sets out a threshold relating to a special approval right in respect of Management Incentive Plans, Schedule 13.02(a) sets out financial reporting requirements, Schedule I lists the initial Officers and Exhibit B is the form of Registration Rights Agreement. The registrant will furnish a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

of

NICKEL JV ULTIMATE PARENT, LLC

Dated as of October 5, 2026

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**VOTING AND SUPPORT AGREEMENT **

This VOTING AND SUPPORT AGREEMENT, dated as of October 4, 2026 (this “Agreement”), is entered into by and between C.H. Robinson Worldwide, Inc., a Delaware corporation (“Parent”), and the undersigned stockholder of the Company (as defined below) (the “Stockholder”). Capitalized terms used but not defined herein shall have the respective meanings set forth in the Merger Agreement (as defined below).

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EXECUTION VERSION

CREDIT AGREEMENT

dated as of October 2, 2026, among

RED ROBIN INTERNATIONAL, INC.,

as Borrower,

RED ROBIN GOURMET BURGERS, INC.,

as Holdings,

THE LENDERS AND ISSUING BANKS PARTY HERETO

TEXAS CAPITAL BANK,

as Documentation Agent,

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent and Collateral Agent and

JPMORGAN CHASE BANK, N.A.,
and U.S. BANK NATIONAL ASSOCIATION,

as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

Page

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EXECUTION VERSION

PLEDGE AND SECURITY AGREEMENT

dated and effective as of

October 2, 2026

among

RED ROBIN GOURMET BURGERS, INC.,

as Holdings,

RED ROBIN INTERNATIONAL, INC.,

as the Borrower,

each Subsidiary Loan Party

party hereto

and

JPMORGAN CHASE BANK, N.A.,

as Collateral Agent

TABLE OF CONTENTS

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Exhibit 10.1

Execution Version

VOTING AND SUPPORT AGREEMENT

This VOTING AND SUPPORT AGREEMENT, dated as of October 4, 2026 (this “Agreement”), is entered into by and between C.H. Robinson Worldwide, Inc., a Delaware corporation (“Parent”), and the undersigned stockholder of the Company (as defined below) (the “Stockholder”). Capitalized terms used but not defined herein shall have the respective meanings set forth in the Merger Agreement (as defined below).

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Exhibit 10.1

Execution Version

VOTING AND SUPPORT AGREEMENT

This VOTING AND SUPPORT AGREEMENT, dated as of October 4, 2026 (this “Agreement”), is entered into by and between C.H. Robinson Worldwide, Inc., a Delaware corporation (“Parent”), and the undersigned stockholder of the Company (as defined below) (the “Stockholder”). Capitalized terms used but not defined herein shall have the respective meanings set forth in the Merger Agreement (as defined below).

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Mittie Doyle, M.D.

[Email]

9/15/2026

Dear Mittie:

We are very pleased to invite you to join the board of directors (the “Board”) of Talawar Tx Inc. (the “Company”) as a director, which appointment shall occur after the Company has obtained the requisite corporate approvals. It is anticipated that your appointment will be effective October 1, 2026.

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