Browse EX-10 agreements

November 11, 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 services to First Breach, Inc. (together with its affiliates, the “Company”) in connection with the Transaction described herein. Securities and Brokerage Services are offered through Dawson James Securities, Inc. (the “BD”, and together with RBW, the “Advisor”)

This Agreement sets forth the terms under which Advisor will provide advice and assistance to the Company and shall serve the exclusive financial advisor to the Company in connection with a proposed listing of the Company’s common stock on NASDAQ or other major US market (the “Transaction”).

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		Exhibit 10.8

December 23, 2022

Dear Chip,

On behalf of Accelevation, I am pleased to offer you the position of Chief Strategy Officer. You

will report to Michael Rubiera, President of Accelevation Holdings. This letter outlines the terms

of our employment offer made on the date of this letter.

…

SETCo Tool LLC

August 9, 2022

Michael Rubiera

****

****

Re:	Terms of Employment with SETCo Tool LLC

Dear Mr. Rubiera:

This letter sets forth the terms and conditions on which you (“Employee”) and SETCo

Tool LLC, an Ohio limited liability company (the “Company”), have agreed that Employee will

perform services as an employee thereof.

1.Employee has agreed to be employed by the Company on a full-time basis (the

period during which the Company employs Employee, the “Employment Term”) and will report

to the board of managers of the Company at the office(s) of the Company.

2.During the Employment Term, Employee’s base salary will be at the annual rate

of $250,000 per year. Employee’s annual base salary shall be subject to applicable withholdings

and deductions.

3.While employed by the Company, Employee shall be eligible to participate in the

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1

Exhibit 10.11

ACCELEVATION HOLDINGS CORP.

OMNIBUS INCENTIVE PLAN

ARTICLE I

PURPOSE

The purpose of this Accelevation Holdings Corp. Omnibus Incentive Plan (this “Plan”) is

to promote the success of the Company’s business for the benefit of its stockholders by enabling

the Company to offer Eligible Individuals cash and stock-based incentives in order to attract,

retain, and reward such individuals and strengthen the mutuality of interests between such

individuals and the Company’s stockholders. This Plan is effective as of the date set forth in

Article XIV.

ARTICLE II

DEFINITIONS

For purposes of this Plan, the following terms shall have the following meanings:

2.1“Affiliate”means a corporation or other entity controlled by, controlling, or

under common control with the Company. The term “control” (including, with correlative

meaning, the terms “controlled by” and “under common control with”), as applied to any Person,

…

EMPLOYMENT AGREEMENT

Accelevation LLC, a Delaware limited liability company (“Employer”), and Brent Jewell, a

natural person (“Executive”) hereby enter into this “Employment Agreement”, on Friday, May

22nd, 2026, and agree as follows:

Employer and Executive desire to enter into this Agreement in respect of the employment of

Executive by Employer on the terms set forth herein, including the covenants and other

obligations of Executive set forth in Sections 5and 6.

1.Employment. Employer hereby employs Executive, and Executive hereby accepts

such employment with Employer, on the terms set forth in this Agreement for the period

beginning on June 15, 2026 (or such other date as mutually agreed by the parties hereto) (the

“Start Date”) and ending on the Termination Date pursuant to Section 4(“Employment Period”).

2.Position and Duties.

(a)During the Employment Period, Executive shall serve as the Chief

Operating Officer of the Company Group and shall report directly to the Chief Executive Officer.

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SECONDAMENDMENTTOCREDITAGREEMENT

SECONDAMENDMENTTOCREDITAGREEMENT,datedasofOctober6,2025(this

“Amendment”), by and among each of the undersigned Lenders (each, a “Lender”), Accelevation

Intermediate LLC, a Delaware limited liability company (“Holdings”), Accelevation Buyer LLC, a

Delaware limited liability company (“Intermediate Holdings”), Accelevation LLC, a Delaware limited

liability company (the “Borrower”), and MidCap Financial Trust, as the Administrative Agent.

RECITALS

WHEREAS, reference is hereby made to the Credit Agreement, dated as of January 2,

2025 (as amended, restated, supplemented or otherwise modified from time to time, including pursuant to

this Amendment, the “Credit Agreement”), among Holdings, Intermediate Holdings, the Borrower, the

several lenders from time to time parties thereto (each a “Lender” and, collectively, the “Lenders”) and

MidCapFinancialTrust,astheAdministrativeAgent(capitalizedtermsusedbutnotdefinedhereinhaving

the meaning provided in the Credit Agreement);

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JOINDERAGREEMENTANDTHIRDAMENDMENTTOCREDITAGREEMENT

JOINDERAGREEMENTANDTHIRDAMENDMENTTOCREDITAGREEMENT,

datedasofFebruary13,2026(this“Amendment”), byandamongeachoftheundersignedLenders(each,

an“AmendmentNo.3IncrementalLender”),AccelevationIntermediateLLC,aDelawarelimitedliability

company (“Holdings”), Accelevation Buyer LLC, a Delaware limited liability company (“Intermediate

Holdings”), Accelevation LLC, a Delaware limited liability company (the “Borrower”), and Kidnap

Financial Trust, as the Administrative Agent.

RECITALS:

WHEREAS, reference is hereby made to the Credit Agreement, dated as of January 2,

2025 (as amended, restated, supplemented or otherwise modified from time to time, including pursuant to

this Amendment, the “Credit Agreement”), among Holdings, Intermediate Holdings, the Borrower, the

several lenders from time to time parties thereto (each a “Lender” and, collectively, the “Lenders”) and

MidCapFinancialTrust,astheAdministrativeAgent(capitalizedtermsusedbutnotdefinedhereinhaving

the meaning provided in the Credit Agreement);

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JOINDERAGREEMENTANDFOURTHAMENDMENTTOCREDITAGREEMENT

JOINDERAGREEMENTANDFOURTHAMENDMENTTOCREDITAGREEMENT,

datedasofJune25,2026(this“Amendment”),byandamongeachAmendmentNo.4TermLoanLender,

each Amendment No. 4 Delayed Draw Term Loan Lender, each of the other Lenders party hereto,

Accelevation Intermediate LLC, a Delaware limited liability company (“Holdings”), Accelevation Buyer

LLC, a Delaware limited liability company (“Intermediate Holdings”), Accelevation LLC, a Delaware

limited liability company ( the “Borrower”), and MidCap Financial Trust, as the Administrative Agent.

RECITALS:

WHEREAS, reference is hereby made to the Credit Agreement, dated as of January 2,

2025 (as amended, restated, supplemented or otherwise modified from time to time, including pursuant to

this Amendment, the “Credit Agreement”), among Holdings, Intermediate Holdings, the Borrower, the

several lenders from time to time parties thereto (each a “Lender” and, collectively, the “Lenders”) and

MidCapFinancialTrust,astheAdministrativeAgent(capitalizedtermsusedbutnotdefinedhereinhaving

…

CREDITAGREEMENT

datedasofJanuary2,2025

among

ACCELEVATIONINTERMEDIATELLC,

asHoldings,

ACCELEVATIONBUYERLLC,

asIntermediateHoldings

ACCELEVATIONFINANCINGMERGERSUBLLC,

asMergerSubandastheBorrowerpriortotheconsummationoftheMerger

ACCELEVATIONLLC,

astheBorrowerupontheconsummationoftheMerger,

the several Lenders from time to time parties hereto

and

MIDCAPFINANCIALTRUST,

astheAdministrativeAgentandtheCollateralAgent,

MIDCAPFINANCIALTRUST,

and

MONROECAPITAL,LLC,

astheJointLeadArrangersandBookrunners

and

BARINGSFINANCELLC,

asDocumentationAgent

-i-

TABLEOFCONTENTS

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JOINDERAGREEMENTANDFIRSTAMENDMENTTOCREDITAGREEMENT

JOINDERAGREEMENTANDFIRSTAMENDMENTTOCREDITAGREEMENT,

datedasofSeptember5,2025(this“Amendment”),byandamongeachoftheundersignedLenders(each,

an“AmendmentNo.1IncrementalLender”),AccelevationIntermediateLLC,aDelawarelimitedliability

company (“Holdings”), Accelevation Buyer LLC, a Delaware limited liability company (“Intermediate

Holdings”), Accelevation LLC, a Delaware limited liability company (the “Borrower”), and MidCap

Financial Trust, as the Administrative Agent.

RECITALS:

WHEREAS, reference is hereby made to the Credit Agreement, dated as of January 2,

2025 (as amended, restated, supplemented or otherwise modified from time to time, including pursuant to

this Amendment, the “Credit Agreement”), among Holdings, Intermediate Holdings, the Borrower, the

several lenders from time to time parties thereto (each a “Lender” and, collectively, the “Lenders”) and

MidCapFinancialTrust,astheAdministrativeAgent(capitalizedtermsusedbutnotdefinedhereinhaving

the meaning provided in the Credit Agreement);

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	Exhibit 10.10

September 8, 2023

Ms. Ericka Harrison

(sent via email to ****)

Dear Ericka,

On behalf of Accelevation LLC, I am pleased to offer you a full-time position as Vice President

of Supply Chain, reporting to Chip Hillman, Chief Strategy Officer. The terms of this offer are as

follows:

Salary

This is an exempt, salaried position with an annual salary of $195,000 (with weekly pay cycles).

Requested Start Date

Monday, September 25, 2023

Bonus

Based on Company financial and employee performance, you may be eligible for a bonus of up

to 25% of your base salary at the end of the fiscal year.

Profit Incentive Units

Based upon performance, you may be issued 100,000 Profit Incentive Units after 90 days of

employment.

Benefits:

•Holiday Pay for 6 holidays.

•You are eligible to participate in the Company’s health and wellness plans (after 60 days

of employment).

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EMPLOYMENT AGREEMENT

Accelevation LLC, a Delaware limited liability company (“Employer”), and Kenneth Krause, a

natural person (“Executive”) hereby enter into this “Employment Agreement”, on May 26, 2026,

and agree as follows:

Employer and Executive desire to enter into this Agreement in respect of the employment of

Executive by Employer on the terms set forth herein, including the covenants and other

obligations of Executive set forth in Sections 5and 6.

1.Employment. Employer hereby employs Executive, and Executive hereby accepts

such employment with Employer, on the terms set forth in this Agreement for the period

beginning on June 15, 2026 (or such other date as mutually agreed by the parties hereto) (the

“Start Date”) and ending on the Termination Date pursuant to Section 4(“Employment Period”).

2.Position and Duties.

(a)During the Employment Period, Executive shall serve as the Chief

Financial Officer of the Company Group. Executive shall have the normal duties, responsibilities

…