Browse EX-10 agreements

**OURA INC. **

**2026 INCENTIVE AWARD PLAN **

**ARTICLE I. **

**PURPOSE **

The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities.

**ARTICLE II. **

**DEFINITIONS **

As used in the Plan, the following words and phrases have the meanings specified below, unless the context clearly indicates otherwise:

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**OURA INC. **

**AMENDED AND RESTATED 2022 SHARE OPTION AND GRANT PLAN **

The Board of Directors of Oura Health Oy initially adopted this 2022 Share Option and Grant Plan on August 10, 2022, which was subsequently approved by Oura Health Oy’s shareholders on March 22, 2023, and amended and restated by the Board of Directors of Oura Health Oy on June 9, 2023. On March 31, 2026, in connection with a series of transactions whereby Oura Health Oy became a subsidiary of Oura Inc., by unanimous written consent of Oura Inc.’s Board of Directors, Oura Inc. assumed the Amended and Restated 2022 Share Option and Grant Plan, as amended from time to time. The terms of the Amended and Restated 2022 Share Option and Grant Plan, as assumed, are set forth below.

SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS

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**CA-SF Form: February 24, 2019 **

**OURARING INC. **

August 13, 2023

415 Mission Street, 37th Floor

San Francisco, CA 94105

Dear Sean,

Welcome! We are pleased to confirm our offer of employment at Ouraring Inc., a Delaware corporation. The following sets forth the terms and conditions of your employment with Ouraring Inc. (the “Company” or “Ouraring”). Please carefully review the attached and indicate your acceptance of this agreement by signing below.

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**CA-SF Form: February 24, 2019 **

**OURARING INC. **

March 26th, 2019

90 Chaves Ave

San Francisco, CA 94123

Dear Michael,

Welcome! We are pleased to confirm our offer of employment at Ouraring Inc., a Delaware corporation. The following sets forth the terms and conditions of your employment with Ouraring Inc. (the “Company” or “Ouraring”). Please carefully review the attached and indicate your acceptance of this agreement (the “Agreement”) by signing below.

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March 8, 2022

Tom Hale

4 Sherwood Court,

Hillsborough, CA 94010

Dear Tom,

Oura Health Oy (the “Company”) is pleased to offer you employment on the following terms contained within this letter agreement (“Agreement”):

1.   Position. Your title will be Chief Executive Officer and you will report to the Company’s board of directors (the “Board”) and have such powers and duties as may from time to time be prescribed by the Board which are customary for a Chief Executive Officer. This is a full-time, exempt position. In addition, for so long as you serve as the Company’s Chief Executive Officer and for no additional compensation, you will be appointed to and serve as a member of the Board; provided that you will be deemed to have resigned from the Board and from any related positions upon ceasing to serve as the Company’s Chief Executive Officer for any reason. While you render services to the Company, you will not engage in any other employment, consulting or other business activity (whether full-time or part-time) that would create a conflict of interest with the Company, with

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**OURA INC. **

**2026 EMPLOYEE STOCK PURCHASE PLAN **

**ARTICLE 1 **

**PURPOSE **

The Plan’s purpose is to assist employees of the Company and its Designated Subsidiaries in acquiring a stock ownership interest in the Company, and to help such employees provide for their future security and to encourage them to remain in the employment of the Company and its Subsidiaries.

The Plan consists of two components: the Section 423 Component and the Non-Section 423 Component. The Section 423 Component is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code and shall be administered, interpreted and construed in a manner consistent with the requirements of Section 423 of the Code. In addition, this Plan authorizes the grant of Options under the Non-Section 423 Component, which need not qualify as Options granted pursuant to an “employee stock purchase plan” under Section 423 of the Code; such Options granted under the Non-Section 423 Component shall be granted pursuant to separate Offerings containing such sub-plans, appendices, rules or procedures as ma

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**Execution Version **

**FOURTH AMENDMENT **

FOURTH AMENDMENT, dated as of June 4, 2026 (this “Amendment”), by and among OURA INC., a Delaware corporation (the “Parent Borrower”), OURA HEALTH OY, a limited liability company organized under the laws of Finland with business identity code 2542776-4 (the “Initial Parent Borrower”), OURARING INC., a Delaware corporation (the “U.S. Borrower” and together with the Parent Borrower and the Initial Parent Borrower, collectively, the “Borrowers”), the Lenders party hereto, and JPMORGAN CHASE BANK, N.A. and J.P. MORGAN SE, as Administrative Agent, in connection with that certain Credit Agreement, dated as of May 15, 2025 (as amended by that certain First Amendment, dated as of August 29, 2025, that certain Second Amendment, dated as of January 23, 2026, that certain Third Amendment, dated as of March 26, 2026, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”, and as amended by this Amendment, the “*Cred

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**OURA INC. **

**NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM **

This Oura Inc. (the “Company”) Non-Employee Director Compensation Program (this “Program”) has been adopted under the Company’s 2026 Incentive Award Plan (the “Plan”) and shall be effective upon the date of the effectiveness of the registration statement on Form S-1 filed by the Company with the U.S. Securities and Exchange Commission for the Company’s initial public offering (the “IPO”) of its common stock (“Common Stock”). Capitalized terms not otherwise defined herein have the meaning ascribed in the Plan.

***Cash Compensation ***

Effective upon the IPO, annual retainers will be paid in the following amounts to Non-Employee Directors:

*Board Service *

Chair:		$	110,000
Member:		$	50,000

*Additional Committee Service *

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OURA INC.

**EQUITY PLAN 2015 **

The shareholders of Oura Health Oy (previously JouZen Oy) previously decided by unanimous written resolution dated 15 December 2015 to adopt this equity plan (the Equity Plan 2015) and to authorize Oura Health Oy’s Board of Directors to issue grants hereunder to various stakeholders of Oura Health Oy and its Subsidiaries (if any) as set out herein. Oura Health Oy’s Board of Directors has on 28 January 2026 resolved to amend the terms of this Plan. On March 31, 2026, in connection with a series of transactions whereby Oura Health Oy became a subsidiary of Oura Inc., by unanimous written consent of Oura Inc.’s Board of Directors, Oura Inc. assumed the Equity Plan 2015, as amended from time to time. The terms of the Equity Plan 2015, as assumed, are set forth below.

**DEFINITIONS **

As used in this Plan the following terms will have the following meanings:

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

“Company”** **means Oura Inc., a Delaware corporation.

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**OURA INC. **

**EQUITY PLAN 2019 **

The shareholders of Oura Health Oy have previously decided on 26 October 2018 to authorize the Board of Directors of Oura Health Oy to resolve on the terms of the issuance of Options and Shares to Oura Health Oy’s and its Subsidiaries’ employees, advisors, consultants, managers and members of the Board of Directors. Oura Health Oy’s Board of Directors has on 12 February 2020 resolved to approve such terms, as set out in this Plan and has on 28 January 2026 resolved to amend the terms of this Plan. On March 31, 2026, in connection with a series of transactions whereby Oura Health Oy became a subsidiary of Oura Inc., by unanimous written consent of Oura Inc.’s Board of Directors, Oura Inc. assumed the Equity Plan 2019, as amended from time to time. The terms of the Equity Plan 2019, as assumed, are set forth below.

**DEFINITIONS **

As used in this Plan the following terms will have the following meanings:

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

“Company” means Oura Inc., a Delaware corporation.

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**OURA INC. **

**CHANGE IN CONTROL AND SEVERANCE AGREEMENT **

This Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between [____________] (“Executive”), Oura Inc. (“Parent”) and Ouraring Inc. (the “Employer” and together with Parent and its affiliates, the “Company”), effective as of [the latest date set forth by the signatures of the parties hereto below]OR[the date Executive commences employment with the Company]OR[the date immediately prior to the Company’s registration statement relating to its initial public offering becomes effective] (the “Effective* *Date”).

*Background *

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November 21, 2025

STRICTLY CONFIDENTIAL

First Breach, Inc.

18450 Showalter Rd.

Hagerstown, MD 21742

Attn: Jordan Low, President & COO

Dear Mr. Low,

We are pleased to submit to you this letter agreement (this “Agreement”) which sets forth the terms pursuant to which RBW Capital Partners LLC, (together and with its affiliates “RBW”) will provide certain financial advisory and financial placement agency and investment banking services to First Breach, Inc. (together with its affiliates, the “Company”) in connection with the engagement described herein (the “Engagement”). Securities and Brokerage Services are offered through Dawson James Securities, Inc. (the “BD”, and together with RBW, the “Placement Agent”).

This Agreement sets forth the terms under which Placement Agent will provide advice and assistance to the Company and shall serve as placement agent and provide broker-dealer services to the Company in connection with the proposed Private Placement.

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