SECOND AMENDMENT TO

VALION BIO, INC.

AMENDED AND RESTATED 2021 EQUITY INCENTIVE PLAN

WHEREAS, the Board of Directors and stockholders of Valion Bio, Inc. (formerly known as Tivic Health Systems, Inc.) (the “Company”) have each adopted and approved the Valion Bio, Inc. Amended and Restated 2021 Equity Incentive Plan, as amended (the “Plan”);

WHEREAS, as of January 1, 2026, pursuant to Section 4(a) of the Plan, a total of 637,958 shares of the common stock, par value $0.0001 per share, of the Company (the “Common Stock”) have been authorized and reserved for issuance under the Plan;

WHEREAS, the Company desires to increase the aggregate number of shares authorized for issuance under the Plan to 3,219,566 shares of Common Stock, including shares previously issued thereunder; and

WHEREAS, Section 14 of the Plan permits the Company to amend the Plan from time to time, subject to certain limitations specified therein, including stockholder approval of certain amendments.

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EXHIBIT 10(b)

RESTRICTED STOCK AWARD AGREEMENT

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made on __________, _____, by and between REX American Resources Corporation, a Delaware corporation (the “Company”) and the undersigned, ______________________ (“Grantee”). Capitalized terms not otherwise defined herein shall have the same meaning as in the REX American Resources Corporation 2026 Incentive Plan (the “Plan”).

1. Grant of Restricted Stock. Pursuant to the Plan, the Company hereby grants to Grantee, as of the date hereof (the “Date of Grant”), ____ shares of Stock, subject to the restrictions, terms and conditions set forth in this Agreement (the “Restricted Stock”).

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EXHIBIT 10(a)

REX AMERICAN RESOURCES CORPORATION 2026 INCENTIVE PLAN

1.	PURPOSE

The purpose of the REX American Resources Corporation 2026 Incentive Plan (hereinafter referred to as this “Plan”) is to (i) assist REX American Resources Corporation (the “Company”) in attracting and retaining qualified officers, key employees, directors and consultants for the successful conduct of its business, (ii) provide incentives and rewards for persons eligible for Awards which are directly linked to the financial performance of the Company in order to motivate such persons to achieve long-range performance goals, and (iii) allow persons receiving Awards to participate in the growth of the Company.

2.	DEFINITIONS

2.1 “Agreement” has the meaning set forth in Section 11.6 of this Plan.

2.2 “Award” has the meaning set forth in Section 5.1 of this Plan.

2.3 “Award Agreement” has the meaning set forth in Section 5.1 of this Plan.

2.4 “Board” means the Board of Directors of the Company.

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Exhibit 10.1

FIRST AMENDMENT TO INTELLECTUAL PROPERTY LICENSE AGREEMENT

This First Amendment to Intellectual Property License Agreement (this “Amendment”), dated as of June __, 2026, is by and between BP United, Inc., a Delaware corporation, with offices located at 20855 NE 16th Ave., STE C38, Miami, FL 33179 (“Licensor”), and Quantum Cyber N.V., a public company organized under the laws of the Netherlands and listed on the Nasdaq Capital Market (NCM: QUCY), with offices located at 1501 Belvedere Road Suite 500, West Palm Beach, FL, 33406 (“Licensee”) (collectively, the “Parties,” or each, individually, a “Party”).

RECITALS

WHEREAS, the Parties entered into that certain Intellectual Property License Agreement, dated as of May 12, 2026 (the “License Agreement”), pursuant to which Licensor granted Licensee an exclusive license to and under the Licensed Technology on the terms and conditions set forth therein;

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EXECUTION VERSION

CREDIT AGREEMENT

dated as of

June 2, 2026 among

MARAVAI INTERMEDIATE HOLDINGS, LLC, as the Borrower,

MARAVAI TOPCO HOLDINGS, LLC, as Holdings,

the Lenders and Issuing Banks party hereto and

BSP Agency, LLC, as Administrative Agent and Collateral Agent

BENEFIT STREET PARTNERS L.L.C.,

ARES CAPITAL MANAGEMENT LLC,

as Lead Arrangers

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TABLE OF CONTENTS

Page

SECTION 1.01    Defined Terms    1

SECTION 1.02    Classification of Loans and Borrowings    83

SECTION 1.03    Terms Generally    83

SECTION 1.04    Accounting Terms; GAAP    84

SECTION 1.05    Effectuation of Transactions    84

SECTION 1.06    Limited Condition Transactions    84

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Certain confidential information contained in this document, marked by [***], has been omitted

because the registrant has determined that the information (i) is not material and (ii) is the type

that the registrant treats as private or confidential.

AMENDMENT NO. 2 TO THE MARKETING AGENT AGREEMENT

This AMENDMENT No. 2 TO THE MARKETING AGENT AGREEMENT (the “Amendment”) dated as of April 23, 2026 (the “Effective Date”), is entered into by and between: (i) Foreside Fund Services, LLC, a Delaware limited liability company (“Foreside”); and (ii) Grayscale Investments Sponsors, LLC, acting in its capacity as sponsor (the “Sponsor”) of each entity listed on Exhibit A attached hereto (each, a “Trust”), as the same may be amended from time to time, (the “Parties”).

R E C I T A L S

WHEREAS, the Parties have entered into that certain Marketing Agent Agreement, dated as of October 22, 2025 (the “Original Agreement”);

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Certain confidential information contained in this document, marked by [***], has been omitted because the registrant has determined that the information (i) is not material and (ii) is the type that the registrant treats as private or confidential.

MARKETING AGENT AGREEMENT

THIS AGREEMENT is made and entered into as of this 22nd day of October, 2025 (“Effective Date”), by and between each entity listed on Appendix I hereto, separately and not jointly (each, individually, a “Trust”), and Foreside Fund Services, LLC, a Delaware limited liability company (“Foreside”).

WHEREAS, the Trust, which is sponsored by the Grayscale Investments Sponsors, LLC (the “Sponsor”), is a statutory trust organized under the laws of the State of Delaware;

WHEREAS, the Trust has filed with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement for the Trust under the Securities Act of 1933, as amended (the “1933 Act”);

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Certain confidential information contained in this document, marked by [***], has been omitted

because the registrant has determined that the information (i) is not material and (ii) is the type

that the registrant treats as private or confidential.

Exhibit 10.12

AMENDMENT no. 3 TO CUSTODY AGREEMENT

This AMENDMENT (“Amendment”) is made and entered into, as of the latest date on the signature page hereto (the “Effective Date”), by and between each entity listed on Appendix I attached hereto (each, individually, a “Customer”) and THE BANK OF NEW YORK MELLON (“BNY”). BNY and the Customers are collectively referred to as the “Parties” and individually as a “Party”.

WHEREAS, the Customers and BNY have entered into a Custody Agreement dated as of October 9, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”); and

WHEREAS, the Customers and BNY desire to amend the Agreement as set forth herein;

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EXECUTION

Certain confidential information contained in this document, marked by [***], has been omitted because the registrant has determined that the information (i) is not material and (ii) is the type that the registrant treats as private or confidential.

TRANSFER AGENCY AND SERVICE AGREEMENT

THIS AGREEMENT is made as of the 9th day of October, 2025, by and between each entity listed on Appendix I hereto, separately and not jointly (each, individually, a “Trust”) and THE BANK OF NEW YORK MELLON, a New York corporation authorized to do a banking business having its principal office and place of business at 240 Greenwich Street, New York, New York 10286 (the “Bank”).

WHEREAS, the Trust will ordinarily issue for purchase and redeem shares of the Trust (the “Shares) only in aggregations of Shares known as “Creation Units” (currently 10,000 shares) (each a “Creation Unit”) principally in kind;

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LIQUIDITY PROVIDER AGREEMENT

LIQUIDITY PROVIDER AGREEMENT (this “Agreement”) dated as of [ ], among: (i) [ ] (the “Liquidity Provider”); (ii) Grayscale Investments Sponsors, LLC, except as otherwise specified herein, acting in its capacity as sponsor (the “Sponsor”) of each trust listed on Schedule I attached hereto, as the same may be amended from time to time by the Sponsor (each, the applicable “Trust” or “Product” when referred to throughout the remainder of this Agreement) created under Delaware law pursuant to its applicable declaration of trust and trust agreement listed on Schedule I attached hereto between the Delaware Trust Company acting in its capacity as Trustee (the “Trustee”) and the Sponsor (each, the applicable “Trust Agreement” when referred to throughout the remainder of this Agreement), or is a Cayman Islands limited liability company created pursuant to a limited liability company agreement between the Sponsor and the shareholders of such Product (the “LLC Agreement”) and in its capacity as the engager of one or more liquidity providers (the “Liquidity Engager”

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Certain confidential information contained in this document, marked by [***], has been omitted

because the registrant has determined that the information (i) is not material and (ii) is the type

that the registrant treats as private or confidential.

EXECUTION

Exhibit 10.8

AMENDMENT No. 3 TO Transfer agency and service agreement

This AMENDMENT (“Amendment”) is made and entered into, as of the latest date on the signature page hereto (the “Effective Date”), by and between each entity listed on Appendix I hereto, separately and not jointly (each, individually, a “Trust”) and THE BANK OF NEW YORK MELLON (“BNY”). BNY and the Trusts are collectively referred to as the “Parties” and individually as a “Party”.

WHEREAS, the Trusts and BNY have entered into Transfer Agency and Service Agreement dated as of October 9, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”); and

WHEREAS, the Trusts and BNY desire to amend the Agreement as set forth herein;

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Certain confidential information contained in this document, marked by [***], has been omitted

because the registrant has determined that the information (i) is not material and (ii) is the type

that the registrant treats as private or confidential.

EXECUTION

Exhibit 10.11

AMENDMENT no. 3 TO Fund Administration and Accounting agreement

This AMENDMENT (“Amendment”) is made and entered into, as of the latest date on the signature page hereto (the “Effective Date”), by and between each entity listed on Exhibit A attached hereto (each, a “Trust”, and collectively the “Trusts” as applicable), separately and not jointly, and The bank of new york mellon (“BNY”). BNY and the Trusts are collectively referred to as the “Parties” and individually as a “Party”.

WHEREAS, the Trusts and BNY have entered into a Fund Administration and Accounting Agreement dated as of October 9, 2025 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”); and

WHEREAS, the Trusts and BNY desire to amend the Agreement as set forth herein;

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