Browse EX-10 agreements

MUTUAL TERMINATION AGREEMENT

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This Mutual Termination Agreement (“Agreement”), effective September 3, 2026, is entered into by and between BMNR Subsidiary One, LLC, a Delaware limited liability company (“BMNR”), and Ethereum Tower LLC, a Delaware limited liability company (the “Service Provider”).

WHEREAS, BMNR and the Service Provider are parties to that certain Management Services Agreement dated March 24, 2026 (the “Services Agreement”); and

WHEREAS, the Parties wish to terminate the Services Agreement in connection with a successor arrangement between MAVAN Holdings LLC (f/k/a Standard Validator LLC) and American Validator LLC.

NOW, THEREFORE, for good and valuable consideration, the Parties agree:

1. Confirmation. The Services Agreement continued in full force and effect through September 3, 2026.

2. Termination. The Services Agreement is terminated effective as of the close of business on September 3, 2026.

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**FORM OF EFSI VOTING AGREEMENT **

This VOTING AGREEMENT (this “Agreement”) is made and entered into as of September [•], 2026, by and among John Marshall Bancorp, Inc., a Virginia corporation (“JMSB”), George Sub, Inc., a Virginia corporation and wholly owned subsidiary of JMSB (“Merger Sub”), Eagle Financial Services, Inc., a Virginia corporation (“EFSI”) and the undersigned shareholder [and director][and executive officer] (the “Shareholder”) of EFSI in the Shareholder’s capacity as a shareholder of EFSI, and not in his or her capacity as [a director][an executive officer] of EFSI.

**Preamble **

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**FORM OF JMSB VOTING AGREEMENT **

This VOTING AGREEMENT (this “Agreement”) is made and entered into as of September [•], 2026, by and among John Marshall Bancorp, Inc., a Virginia corporation (“JMSB”), George Sub, Inc., a Virginia corporation and wholly owned subsidiary of JMSB (“Merger Sub”), Eagle Financial Services, Inc., a Virginia corporation (“EFSI”) and the undersigned shareholder [and director][and executive officer] (the “Shareholder”) of JMSB in the Shareholder’s capacity as a shareholder of JMSB, and not in his or her capacity as [a director][an executive officer] of JMSB.

**Preamble **

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EXHIBIT A-2

FORM OF JMSB VOTING AGREEMENT

This VOTING AGREEMENT (this “Agreement”) is made and entered into as of September [●], 2026, by and among John Marshall Bancorp, Inc., a Virginia corporation (“JMSB”), George Sub, Inc., a Virginia corporation and wholly owned subsidiary of JMSB (“Merger Sub”), Eagle Financial Services, Inc., a Virginia corporation (“EFSI”) and the undersigned shareholder [and director][and executive officer] (the “Shareholder”) of JMSB in the Shareholder’s capacity as a shareholder of JMSB, and not in his or her capacity as [a director][an executive officer] of JMSB.

Preamble

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EXHIBIT A-1

FORM OF EFSI VOTING AGREEMENT

This VOTING AGREEMENT (this “Agreement”) is made and entered into as of September [●], 2026, by and among John Marshall Bancorp, Inc., a Virginia corporation (“JMSB”), George Sub, Inc., a Virginia corporation and wholly owned subsidiary of JMSB (“Merger Sub”), Eagle Financial Services, Inc., a Virginia corporation (“EFSI”) and the undersigned shareholder [and director][and executive officer] (the “Shareholder”) of EFSI in the Shareholder’s capacity as a shareholder of EFSI, and not in his or her capacity as [a director][an executive officer] of EFSI.

Preamble

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								EXHIBIT 10.1

August 19, 2026   

Robert Kuhns

Dear Robert,

On behalf of our President and Chief Executive Officer, I am pleased to extend a conditional offer of employment to you for the position of Executive Vice President, Chief Financial Officer with MSC Industrial Supply Co, reporting directly to Martina McIsaac.  

This offer is contingent upon successful completion of a pre-employment background check. As agreed, your start date will be September 14, 2026.  

As an exempt associate, your starting annual base salary will be $650,000. This will be earned and paid every other Thursday at the bi-weekly rate of $25,000, less payroll deductions, required taxes and withholdings.

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Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of September 7, 2026 by and among PDS Biotechnology Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Company”), and the several purchasers signatory hereto (each, a “Purchaser” and collectively, the “Purchasers”).

RECITALS

WHEREAS, the Company and the Purchasers are parties to a Securities Purchase Agreement, dated as of September 7, 2026 (the “Purchase Agreement”), pursuant to which the Company has agreed to issue to the Purchasers, and the Purchasers have agreed to purchase, severally and not jointly, an aggregate of 20,875,220 shares (the “Initial Shares”) of the Company’s common stock, par value $0.00033 per share (the “Common Stock”), pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 70,009,736 shares of Common Stock and common warrants (the “Common Warrants” and, together with the Pre-Funded Warrants, the “Warrants”) to purchase up to an aggregate of 20,442,479 shares of Common Stock,

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Exhibit 10.3

Execution Version

OPTION TO NEGOTIATE FOR AN EXCLUSIVE LICENSE

This Option to Negotiate for an Exclusive License (this “Agreement”) is entered into as of September [_], 2026 (the “Effective Date”), by and between PDS Biotechnology Corporation, a Delaware corporation (the “Company”), and NantWorks, LLC (the “Purchaser”).  The Company and the Purchaser are each referred to herein as a “Party” and together as the “Parties.”

1.	DEFINITIONS

Whenever used in this Agreement, the following terms, whether used in the singular or the plural, shall have the meanings specified below.

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Exhibit 10.1

Execution Version

SECURITIES PURCHASE AGREEMENT

BY AND AMONG

PDS BIOTECHNOLOGY CORPORATION AND

THE PURCHASERS

SEPTEMBER 7, 2026

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TABLE OF CONTENTS

1.	Definitions		1
2.	Purchase and Sale of Securities		5
	2.1	Purchase and Sale	5
	2.2	Closing	6

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September 4, 2026

Dear Simeon,

We are pleased to extend to you this offer of employment with Health Catalyst (“HC” or the “Company”). We are confident that your skills, experience and hard work will contribute meaningfully to the success of the Company. This offer is subject to the terms and conditions set forth in this offer. This letter does not create a contract of employment for any specified term, and your employment with HC is at will. The compensation, benefits, equity and severance provisions expressly set forth in this letter are binding and will be governed by their respective terms.

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HEALTH CATALYST, INC.

2026 EMPLOYMENT INDUCEMENT INCENTIVE PLAN

Section 1.GENERAL PURPOSE OF THE PLAN; DEFINITIONS

The name of the plan is the Health Catalyst, Inc. 2026 Employment Inducement Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable employees of Health Catalyst, Inc. (the “Company”) and its Subsidiaries upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer identification of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company or one of its Subsidiaries.

The following terms shall be defined as set forth below:

“Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder.

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September 4, 2026

Dear Ben,

We are pleased to extend to you this offer of continuing employment in a new role with Health Catalyst (“HC” or the “Company”). We are confident that your skills, experience and hard work will contribute meaningfully to the success of the Company. This offer is subject to the terms and conditions set forth in this offer. This letter does not represent a contract or agreement for employment; and employment with HC is at will.

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