Browse EX-10 agreements

AUDIT COMMITTEE CHARTER

OF

Kainan Holding Group Ltd

This Audit Committee Charter (the “Charter”) was adopted by the Board of Directors (the “Board”) of Kainan Holding Group Ltd, a British Virgin Islands business company limited by shares (the “Company”), on [*], 2026, and shall become effective immediately.

I. Purpose

The purpose of the Audit Committee (the “Committee”) is to oversee the accounting and financial reporting processes of the Company and the audits of the financial statements of the Company. The Committee assists the Board with its oversight responsibilities regarding: (i) the integrity of the Company’s financial statements; (ii) the Company’s compliance with legal and regulatory requirements; (iii) the independent auditor’s qualifications and independence; and (iv) the performance of the Company’s internal audit function and independent auditor. The Committee shall prepare the report required by the rules of the Securities and Exchange Commission (the “SEC”) to be included in the Company’s annual report on Form 20-F.

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CODE OF BUSINESS CONDUCT AND ETHICS OF

Kainan Holding Group Ltd

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INTRODUCTION

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Purpose

This Code of Business Conduct and Ethics (this “Code”) contains general guidelines for the conduct of business of Kainan Holding Group Ltd, a British Virgin Islands business company limited by shares (the “Company”), consistent with the highest standards of business ethics. To the extent where this Code requires a higher standard than required by commercial practice or applicable laws, rules or regulations, we shall adhere to these higher standards.

This Code applies to all the directors, officers, and employees of the Company and its subsidiaries (which, unless the context otherwise requires, are collectively referred to as the “Company” in this Code). We refer to all persons covered by this Code as “Company employees” or simply “employees.” We also refer to our Managing Director and Chief Executive Officer (principal executive officer) and our Chief Financial Officer (principal financial officer) collectively as our “principal financial officers.”

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Seeking Help and Information

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GUARANTY OF PAYMENT

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THIS GUARANTY OF PAYMENT (as the same may be hereafter amended, modified, restated, renewed, replaced, supplemented or extended, this “Guaranty”) is made as of August 27, 2026, CERo Therapeutics Inc., a Delaware corporation (the “Guarantor”), in favor of SRX Global Inc. (f/k/a SRx Health Solutions, Inc.), a Delaware corporation (together with its permitted successors and assigns, “Lender”).

R E C I T A L S:

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WHEREAS, contemporaneously herewith, Lender has made available to CERo Therapeutics Holdings, Inc., a Delaware corporation (“Borrower”), loans in with the aggregate principal amount of the loans not to exceed $11,666,108.77 (the “Loans”) pursuant to that certain Consolidated Senior Secured Promissory Note, dated as of the date hereof, made by Borrower, as maker, in favor of Lender, as payee (together with all extensions, renewals, modifications, substitutions and amendments thereof made in accordance with its terms, the “Note”);

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WHEREAS, , contemporaneously herewith, Borrower and Lender are entering into that certain Pledge and Security Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Pledge Agreement”), pursuant to which Borrower is granting Lender a continuing security interest in the Pledged Collateral (as defined in the Pledge Agreement) to secure the obligations described therein

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PLEDGE AND SECURITY AGREEMENT

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THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of August 27, 2026, is entered into by and between CERo Therapeutics Holdings, Inc., a Delaware corporation (“Pledgor”), and SRX Global Inc. (f/k/a SRx Health Solutions, Inc.), a Delaware corporation (“Secured Party”).

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WHEREAS, Secured Party has agreed to make a secured loan to Pledgor pursuant to that certain Consolidated Senior Secured Promissory Note, dated as of August 27, 2026, made by Pledgor in favor of Secured Party in the original principal amount of $11,666,108.77 (as amended, restated, supplemented or otherwise modified from time to time, the “Note”);

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WHEREAS, Pledgor is the legal and beneficial owner of the shares of capital stock of CERo Therapeutics, Inc., a Delaware corporation (the “Issuer”), described on Schedule I attached hereto; and

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WHEREAS, as a condition to Secured Party’s making the loan evidenced by the Note, Pledgor has agreed to pledge the Pledged Collateral to Secured Party to secure the Obligations, all on the terms set forth herein.

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NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions. As used in this Agreement, the following terms have the meanings set forth below. Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Note.

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ASSET SECURITY AGREEMENT

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THIS ASSET SECURITY AGREEMENT (this “Agreement”), dated as of August 27, 2026, is entered into by and between CERo Therapeutics Inc., a Delaware corporation (“Grantor”), and SRX Global Inc. (f/k/a SRx Health Solutions, Inc.), a Delaware corporation (“Secured Party”).

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WHEREAS, Secured Party has agreed to make secured loans (the “Loans”) to CERo Therapeutics Holdings, Inc., a Delaware corporation (“CERo Holdings”), pursuant to that certain Consolidated Senior Secured Promissory Note, dated as of August 25, 2026, made by CERo Holdings in favor of Secured Party in the original principal amount of $5,666,108.77, with the aggregate principal amount of the loans not to exceed $11,666,108.77 (as amended, restated, supplemented or otherwise modified from time to time, the “Note”);

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WHEREAS, Grantor owns the assets described on Exhibit A attached hereto;

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WHEREAS, Grantor is a wholly-owned subsidiary of CERo Holdings and will benefit from the making of the Loans by the Secured Party to CERo Holdings; and

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WHEREAS, as a condition to the Secured Party making the Loans evidenced by the Note, Grantor has agreed to grant Secured Party a security interest in the Collateral to secure the Obligations, all on the terms set forth herein.

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NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

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THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Original Issue Date:	August 27, 2026
Original Principal Amount as of the Issuance Date:	$5,666,108.77
Additional Available Advances:	Up to $6,000,000
Aggregate Maximum Loan Amount:	Up to $11,666,108.77

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CONSOLIDATED SENIOR secured PROMISSORY NOTE

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SEPARATION AND RELEASE AGREEMENT

1. Parties.The parties to this Separation and Release Agreement (“Agreement”) are D. Keith Oden, the Employee (for yourself, your family, beneficiaries and anyone acting for you) (“you”), on one hand, and Camden Property Trust (the “Trust”) and your Employer, Camden Development, Inc. (“the Employer”), on the other hand.

2. End of Employment.Your employment with the Employer will end on August 31, 2026 (“Separation Date”). Regardless of whether you sign this Agreement, you will receive your final pay including accrued and unused vacation. All other benefits provided by or through the Employer will end on the Separation Date. You must not sign this Agreement before your Separation Date. Effective as of the Separation Date, the Second Amended and Restated Employment Agreement, dated as of July 11, 2002, between you and the Trust, as amended (the “Employment Agreement”), shall terminate and be of no force or effect, including but not limited to the sections thereof that by the terms of the Employment Agreement survive the termination of your employment.

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Execution Version

AMENDMENT NO. 8

AMENDMENT NO. 8, dated as of August 28, 2026 (this “Amendment”), is by and among SHOALS TECHNOLOGIES GROUP, INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto, WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral agent (in such capacity, the “Collateral Agent”), and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as administrative agent (in such capacity, the “Administrative Agent”), and the Lenders party hereto.

W I T N E S S E T H:

WHEREAS, the Borrower, the Administrative Agent, the Collateral Agent and the Lenders from time to time party thereto are party to that certain Credit Agreement dated as of November 25, 2020 (as amended by the Incremental Amendment No. 1, dated as of December 22, 2020, Amendment No. 2, dated as of December 30, 2020, Amendment No. 3, dated as of August 26, 2021, Amendment No. 4, dated as of March 18, 2022, Amendment No. 5, dated as of May 2, 2022, Amendment No. 6, dated as of March 19, 2024, Amendment No. 7, dated as of June 10, 2026 and as further amended, restated, amended and restated, supplemented or modified from time to time prior to the date hereof, the “Existing Credit Agreement”, and as amended pursuant to this Amendment, the “Credit Agreement”);

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Form of

United Parcel Service, Inc.

Restricted Stock Unit Award Agreement

(Not Transferable)

THIS CERTIFIES THAT BALA SUBRAMANIAN has been granted an award of _________________Restricted Stock Units (“RSUs”), which represents the sum of $3,000,000 divided by the closing price of the class B common stock of UNITED PARCEL SERVICE, INC., a Delaware corporation (the “Company”) on September 1, 2026 (the “Award”). Each RSU has a value that equals the value of one share of the class B common stock of the Company. This Restricted Stock Unit Award Agreement is referred to herein as this “Agreement”.

By accepting this Award, you agree to be bound by this Agreement, the terms and conditions set forth below and the United Parcel Service, Inc. 2026 Omnibus Incentive Compensation Plan (the “Plan”).

Terms and Conditions

1.Plan. This Award is granted pursuant to the Plan and is subject to the terms, conditions, and limitations set forth in the Plan, as amended from time to time. The terms of the Plan are incorporated herein by reference. Capitalized terms not otherwise defined in this Agreement have the meanings given to them in the Plan. In the event of any inconsistency between the Plan and this Agreement, the Plan will control.

2.Bookkeeping Account. A bookkeeping account will be maintained to reflect the RSUs and any dividend equivalent units (“DEUs”) credited with respect to the RSUs described below.

3.Dividend Equivalent Units. While the RSUs remain outstanding and unvested, your account will be credited with DEUs each time dividends are paid as follows:

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Form of

United Parcel Service, Inc.

Restricted Stock Unit Award Agreement

(Not Transferable)

THIS CERTIFIES THAT NANDO CESARONE has been granted an award of _________________Restricted Stock Units (“RSUs”), which represents the sum of $6,000,000 divided by the closing price of the class B common stock of UNITED PARCEL SERVICE, INC., a Delaware corporation (the “Company”) on September 1, 2026 (the “Award”). Each RSU has a value that equals the value of one share of the class B common stock of the Company. This Restricted Stock Unit Award Agreement is referred to herein as this “Agreement”.

By accepting this Award, you agree to be bound by this Agreement, the terms and conditions set forth below and the United Parcel Service, Inc. 2026 Omnibus Incentive Compensation Plan (the “Plan”).

Terms and Conditions

1.Plan. This Award is granted pursuant to the Plan and is subject to the terms, conditions, and limitations set forth in the Plan, as amended from time to time. The terms of the Plan are incorporated herein by reference. Capitalized terms not otherwise defined in this Agreement have the meanings given to them in the Plan. In the event of any inconsistency between the Plan and this Agreement, the Plan will control.

2.Bookkeeping Account. A bookkeeping account will be maintained to reflect the RSUs and any dividend equivalent units (“DEUs”) credited with respect to the RSUs described below.

3.Dividend Equivalent Units. While the RSUs remain outstanding and unvested, your account will be credited with DEUs each time dividends are paid as follows:

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EXECUTION VERSION

EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made effective as of August 31, 2026 (“Effective Date”), by and between Teladoc Health, Inc. (the “Company”) and Mr. Michael Grasher, an individual resident in the State of [**] (“Executive”); and

WHEREAS, pursuant to the offer letter by and between Executive and the Company, dated as of August 27, 2026 (the “Offer Letter”), Executive has agreed to serve as the Company’s Chief Financial Officer; and

WHEREAS, the Company and Executive desire to set forth herein the terms and conditions of Executive’s compensation in the event of a termination of Executive’s employment under certain circumstances and for Executive to agree to certain covenants for the good and valuable consideration provided in the Offer Letter and this Agreement.

NOW, THEREFORE, the parties agree as follows:

1.    Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

(a)    “Affiliate” means with respect to any person or entity, any other person or entity that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such person or entity. For purposes of this definition, “control”, when used with respect to any person or entity, means the power to direct the management and policies of such person or entity, directly or indirectly, whether through ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

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EXECUTION VERSION

August 27, 2026

Michael Grasher

Via e-mail

Dear Michael,

We are pleased to confirm our offer of employment to you with Teladoc Health, Inc. (“Teladoc Health”) for the position of Chief Financial Officer. Your start date will be August 31, 2026. You will report to the Chief Executive Officer of Teladoc Health (the “CEO”). Your work location will be from your home in [**], with periodic travel as needed.

1.    Compensation. In this position, you will be eligible to receive the compensation and benefits set forth on Exhibit Aattached hereto, which (if applicable) will be payable in accordance with Teladoc Health’s customary payroll practices, and subject to applicable tax withholdings and other payroll deductions.

2.    Standard Benefits. In addition to any other benefits set forth on Exhibit A, while you are employed with Teladoc Health, you will be eligible to receive the benefits it makes generally available to its U.S. employees from time to time, including, without limitation, medical and disability coverage and participation in Teladoc Health’s 401(k) savings plan. (See specific plans for detailed eligibility requirements and coverage; all benefits are subject to periodic changes and to any applicable initial waiting period.) This currently includes Teladoc Health’s Flexible Time Off Plan. You will not accrue paid time off; however, you will be eligible to receive at least the minimum amount required by applicable law. Teladoc Health may require, in its sole and absolute discretion, that you take Flexible Time Off at a time and for a duration

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