Browse EX-10 agreements

FORM OF CONSENT, WAIVER AND ACKNOWLEDGMENT

This Consent, Waiver and Acknowledgment (this “Agreement”), dated as of August 19, 2026, is entered into by and between Sadot Group Inc., a Nevada corporation (the “Company”), and [***], a Delaware limited liability company (the “Investor”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the EPFA (as defined below).

RECITALS

WHEREAS, the Company and the Investor are parties to that certain Equity Purchase Facility Agreement, dated as of July 16, 2026 (as amended, restated or supplemented from time to time, the “EPFA”), pursuant to which, among other things, the Company may, subject to the terms and conditions thereof, issue and sell to the Investor up to an aggregate of $100.0 million of shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”);

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EXECUTION VERSION

FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

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THIS FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 18, 2026 (the “Signing Date”), by and between Callan JMB Inc., a Nevada corporation (the “Company”), and the undersigned signatory hereto (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the First Amended and Restated Purchase Agreement, dated the date hereof, by and between the Company and the Buyer (the “Purchase Agreement”).

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EXECUTION VERSION

FIRST AMENDED AND RESTATED PURCHASE AGREEMENT

**THIS FIRST AMENDED AND RESTATED PURCHASE AGREEMENT **(this “Agreement”), dated as of August 18, 2026, by and between Callan JMB Inc., a Nevada corporation (the “Company”), and the undersigned signatory hereto (the “Investor”).

WHEREAS, the Company and the Investor are parties to that certain Purchase Agreement dated as of July 24, 2025, as amended by that certain Amendment to Purchase Agreement entered into as of March 10, 2026 (together, the “Existing Agreement”), and wish to amend and restate the Existing Agreement in its entirety as hereinafter set forth;

WHEREAS, the Parties desire that, subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Investor, and the Investor wishes to buy from the Company, up to Seventy-Five Million U.S. Dollars (US$75,000,000) of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The shares of Common Stock to be purchased hereunder are referred to herein as the “Purchase Shares”;

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**CALCIMEDICA, INC. **

**2023 EQUITY INCENTIVE PLAN **

**ADOPTED BY THE BOARD OF DIRECTORS: FEBRUARY 5, 2023 **

**APPROVED BY THE STOCKHOLDERS: MARCH 15, 2023 **

**AMENDED BY THE BOARD OF DIRECTORS: MARCH 28, 2024 **

**APPROVED BY THE STOCKHOLDERS: AUGUST 27, 2024 **

**AMENDED BY THE BOARD OF DIRECTORS: APRIL 23, 2025 **

**APPROVED BY THE STOCKHOLDERS: JUNE 24, 2025 **

**AMENDED BY THE BOARD OF DIRECTORS: JULY 20, 2026 **

**APPROVED BY THE STOCKHOLDERS: AUGUST 19, 2026 **

**TABLE OF CONTENTS **

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UNITY SOFTWARE INC.

2020 EQUITY INCENTIVE PLAN

PPSU AWARD GRANT NOTICE

Unity Software Inc. (the “Company”) has awarded to you (the “Participant”) the number of performance-based price vesting restricted stock units (“PPSUs”) specified and on the terms set forth below (the “PPSU Award”). Your PPSU Award is subject to all of the terms and conditions as set forth herein and in the Company’s 2020 Equity Incentive Plan (the “Plan”) and the Global Performance-Based Restricted Stock Unit Award Agreement, including Attachment I, and any country-specific appendices thereto (the “Appendix”), which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Global Performance-Based Restricted Stock Unit Award Agreement shall have the meanings set forth in the Plan or the Agreement.

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SHF, LLC
AMENDED AND RESTATED
EMPLOYEE RETENTION PLAN

**Section 1. **Purpose.

The purpose of this Plan is to motivate and reward certain employees of the Company, identified herein as the Participants, to continue in the service of the Company by providing each Participant with the opportunity to receive a Retention Incentive who remains actively employed by the Company until the applicable Retention Date and through the payment of the Retention Incentive. In the event the Participant remains an active employee of the Company through the applicable Retention Date, the Employee will be eligible to receive the Retention Incentive subject to the terms and conditions of this Plan and the Retention Agreement. Notwithstanding the foregoing, in the event a Participant is terminated other than for Cause within ninety (90) days prior to the occurrence of a Change in Control, such Participant shall be entitled to receive the Retention Incentive related to such Change in Control. The payment of any Retention Incentive under this Plan shall be subject to the satisfaction in full of all of

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SHF, LLC 

EMPLOYEE RETENTION PLAN

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RETENTION AGREEMENT

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THIS RETENTION AGREEMENT (the “Agreement”) made as of this ___ day of ___________, 2026 (the “Effective Date”), by and between SHF, LLC (the “Company”) and «Name» (the “Participant”), sets forth the terms of the Participant’s Retention Incentive as provided under the SHF, LLC Retention Plan (the “Plan”). For the purpose of this Agreement, all capitalized terms in this Agreement shall have the definition ascribed to them in the Plan.

1.	Retention Incentive. The Participant is entitled to a Retention Incentive equal to, as applicable:

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ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made between Parkview Consulting LLC, a Nevada limited liability corporation (“Parkview”) (the “Assignor”), and SILO PHARMA. INC., a Nevada corporation (“Assignee”), and is effective as of the date of the last signature below (the “Effective Date”).

WHEREAS, Assignor has developed the Software, all as identified more fully on Exhibit A; and

WHEREAS, Assignor has agreed to sell and convey to Assignee, and Assignee has agreed to purchase the Software on the terms and conditions set forth below.

NOW THEREFORE, in consideration of these premises and the Parties’ respective covenants and obligations set forth below, the Parties agree as follows:

1. Definitions.

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NOTICE OF RESTRICTED STOCK GRANT UNDER THE

REVELATION BIOSCIENCES, INC. 2021 EQUITY INCENTIVE PLAN

Revelation Biosciences, Inc., a Delaware corporation (the “Company”), pursuant to the Revelation Biosciences, Inc. 2021 Equity Incentive Plan (as may be amended from time to time, the ”Plan”), hereby grants to the individual named below (the “Participant”) a Restricted Stock Award (as defined in the Plan) for that number of shares of Common Stock as set forth below (the “Restricted Stock Award”). The Restricted Stock Award is subject to all of the terms and conditions set forth in this Notice of Restricted Stock Grant (this “Grant Notice”), in the Restricted Stock Award Agreement attached hereto (the “Award Agreement”), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein will have the meaning set forth in the Plan. This Restricted Stock Award grant has been made as of the grant date indicated below, which shall be referred to as the ”Grant Date.”

Participant: ___________________________

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**CONSULTING AGREEMENT **

This agreement (the “Agreement”) is entered into effective as of September 8, 2026 (the “Effective Date”), between Sera Prognostics Inc. (the “Company”), with a business address at 2749 East Parleys Way, Suite 200, Salt Lake City, UT 84109, and Austin Aerts (the “Consultant”). Company and Consultant may be referred to herein individually as a “Party” or collectively as “the Parties.”

WHEREAS, Consultant served as the Chief Financial Officer of the Company pursuant to that certain Amended and Restated Employment Agreement dated March 16, 2026 (the “Employment Agreement”);

WHEREAS, Consultant’s employment under such Employment Agreement is terminated as of the Effective Date; and

WHEREAS, the Parties further deem it in their mutual best interests to enter into a consulting arrangement for a limited period of time following the termination of Consultant’s employment.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and undertakings set out below, the Parties herby agree as follows:

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**SERA PROGNOSTICS, INC. **

**EMPLOYMENT AGREEMENT **

This Employment Agreement (this “Agreement”) is effective for all purposes as of August 14, 2026 (the “Effective Date”), by and between Sera Prognostics, Inc., a Delaware corporation (the “Company”), and Scott Gleason (the “Employee”).

WHEREAS, Employee and the Company desire to employ Employee on the terms and conditions set forth in this Agreement.

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

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of August 19, 2026, among Dror Ortho-Design, Inc., a Delaware corporation (the “Company”), and each investor listed on the signature pages hereto (including its successors and assigns, each a “Purchaser” and collectively, the “Purchasers”).

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WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below), and Rule 506 promulgated thereunder, 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.

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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

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