Browse EX-10 agreements

LOCK-UP AGREEMENT

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THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of July 17, 2026, by and between the undersigned (the “Holder”) and FG Merger II Corp., a Nevada corporation (“Acquiror” and, following the Mergers, the “Surviving Pubco”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Business Combination Agreement (as defined below).

BACKGROUND

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**BOXABL INC. **

2026 OMNIBUS INCENTIVE PLAN

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Section 1. General.

The purposes of the BOXABL Inc. 2026 Omnibus Incentive Plan (the “Plan”) are to: (a) encourage the profitability and growth of the Company through short-term and long-term incentives that are consistent with the Company’s objectives; (b) give Participants an incentive for excellence in individual performance; (c) promote teamwork among Participants; and (d) give the Company a significant advantage in attracting and retaining key Employees, Directors and Consultants. To accomplish such purposes, the Plan provides that the Company may grant (i) Options, (ii) Stock Appreciation Rights, (iii) Restricted Stock, (iv) Restricted Stock Units, (v) Performance-Based Awards (including performance-based Restricted Stock and Restricted Stock Units), (vi) Other Share-Based Awards, (vii) Other Cash-Based Awards or (viii) any combination of the foregoing.

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Section 2. Definitions.

For purposes of the Plan, the following terms shall be defined as set forth below:

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AMENDED AND RESTATED

ASSET PURCHASE AGREEMENT

by and between SNBR Inc., as Purchaser,

Sleep Number Corporation, as Seller,

and

Sleep Country Canada Inc.

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(for purpose of Section 10.21 only)

Dated as of July 18, 2026

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TABLE OF CONTENTS

Page

ARTICLE 1 DEFINED TERMS	2

1.1	Defined Terms	2
1.2	Other Definitional and Interpretive Matters	22

ARTICLE 2 THE PURCHASE AND SALE; CLOSING	25

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ARQ, INC.

2026 OMNIBUS INCENTIVE PLAN

GRANT NOTICE FOR

RESTRICTED STOCK UNIT AWARD

FOR GOOD AND VALUABLE CONSIDERATION, Arq, Inc. (the “Company”), hereby grants to Participant named below the number of Restricted Stock Units (the “RSUs”) specified below (the “Award”) under the Arq, Inc. 2026 Omnibus Incentive Plan (the “Plan”). Each RSU represents the right to receive one share of common stock, par value $0.001 per share, of the Company (the “Common Stock”) upon the terms and subject to the conditions set forth in this Grant Notice and the Standard Terms and Conditions (the “Standard Terms and Conditions”) attached hereto as Exhibit A. This Award is granted pursuant to the plan and is subject to and qualified in its entirety by the Standard Terms and Conditions. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan.

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ARQ, INC.

2026 OMNIBUS INCENTIVE PLAN

GRANT NOTICE FOR

RESTRICTED STOCK UNIT AWARD

FOR GOOD AND VALUABLE CONSIDERATION, Arq, Inc. (the “Company”), hereby grants to Participant named below the number of Restricted Stock Units (the “RSUs”) specified below (the “Award”) under the Arq, Inc. 2026 Omnibus Incentive Plan (the “Plan”). Each RSU represents the right to receive one share of common stock, par value $0.001 per share, of the Company (the “Common Stock”) upon the terms and subject to the conditions set forth in this Grant Notice and the Standard Terms and Conditions (the “Standard Terms and Conditions”) attached hereto as Exhibit A. This Award is granted pursuant to the plan and is subject to and qualified in its entirety by the Standard Terms and Conditions. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan.

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ARQ, INC. INDUCEMENT AWARD

AMENDMENT TO

GRANT NOTICE FOR

RESTRICTED STOCK UNIT AWARD

AND

STANDARD TERMS AND CONDITIONS FOR

RESTRICTED STOCK UNITS

This Amendment (this “Amendment”) to the Grant Notice for Restricted Stock Unit Award by and between Robert E. Rasmus (the “Participant”) and Arq, Inc. (f/k/a Advanced Emissions Solutions, Inc.) (the “Company”) dated July 17, 2023 (the “Grant Notice”) and the Standard Terms and Conditions attached to the Grant Notice as Exhibit A (the “Terms and Conditions”) is hereby entered into between the Participant and the Company effective as of July 17, 2026 (the “Amendment Effective Date”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Grant Notice or the Terms and Conditions, as applicable.

WHEREAS, the Company and the Participant desire to amend the Grant Notice and the Terms and Conditions to amend the vesting schedule therein.

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AMENDMENT TO

EMPLOYMENT AGREEMENT

THIS AMENDMENT (this “Amendment”) to the Employment Agreement by and between Robert E. Rasmus (“Executive”) and Arq, Inc. (f/k/a Advanced Emissions Solutions, Inc.) (the “Company”) dated July 17, 2023 (the “Employment Agreement”) is hereby entered into between Executive and the Company effective as of July 23, 2026 (the “Amendment Effective Date”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Employment Agreement.

WHEREAS, the Company and Executive desire to amend the Employment Agreement to modify the compensation terms set forth therein.

NOW, THEREFORE, in consideration of the foregoing, effective as of the Amendment Effective Date, the Employment Agreement is hereby amended as follows:

1.Section 2 of the Employment Agreement is hereby amended and restated in its entirety to read as follows:

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THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

SENIOR UNSECURED BRIDGE NOTE

Date of Note:	July 17, 2026
Maximum Principal Amount of Note:	Up to $400,000

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THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

SENIOR UNSECURED BRIDGE NOTE

Date of Note:	July 17, 2026
Maximum Principal Amount of Note:	Up to $360,000

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THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

SENIOR UNSECURED BRIDGE NOTE

Date of Note:	July 17, 2026
Maximum Principal Amount of Note:	Up to $590,000

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THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

SENIOR UNSECURED BRIDGE NOTE

Date of Note:	July 17, 2026
Maximum Principal Amount of Note:	Up to $50,000

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ASSET PURCHASE AGREEMENT

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by and between

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OCEAN POWER TECHNOLOGIES, INC.,

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as Buyer,

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and

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COLUMBIA POWER TECHNOLOGIES, INC.,

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as Seller

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Dated: July 22, 2026

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TABLE OF CONTENTS

			Page
Article I Purchase and Sale			1

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