Browse EX-10 agreements

Award Certificate

This agreement is dated ___________________ (the Grant Date)

PARTIES

This agreement is made by:

[WELLA LUX MANCO S.C.SP, a special limited partnership (société en commandite speciale) organised under the laws of the Grand Duchy of Luxembourg (thePartnership), registered with the Luxembourg Trade and Companies Register (Registre de commerce et des société, Luxembourg) under number B253279, having its registered office at 2 rue Edward Steichen, L-2540 Luxembourg, Grand Duchy of Luxembourg and acting through its general partner, Wella Lux Manco GP S.à r.l, a Luxembourg private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 2 rue Edward Steichen, L-2540 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies Register (Registre de commerce et des sociétés, Luxembourg) under number B253265]1[WELLA LUX MANCO 2 S.C.SP, a special limited partnership (société en commandite speciale) organised under the laws of the Grand Duchy of Luxembourg (thePartnership), registered with the Luxembourg Trade and Companies Register (Registre de commerce et des société, Luxembourg) under number B268561, having its registered office at 2 rue Edward Steichen, L-2540 Luxembourg, Grand Duchy of Luxembourg and acting through its general partner, Wella Lux Manco GP S.à r.l, a Luxembourg private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand

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Award Certificate

This agreement is dated ___________________ (the Grant Date)

PARTIES

This agreement is made by:

[WELLA LUX MANCO S.C.SP, a special limited partnership (société en commandite speciale) organised under the laws of the Grand Duchy of Luxembourg (thePartnership), registered with the Luxembourg Trade and Companies Register (Registre de commerce et des société, Luxembourg) under number B253279, having its registered office at 2 rue Edward Steichen, L-2540 Luxembourg, Grand Duchy of Luxembourg and acting through its general partner, Wella Lux Manco GP S.à r.l, a Luxembourg private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 2 rue Edward Steichen, L-2540 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies Register (Registre de commerce et des sociétés, Luxembourg) under number B253265]1[WELLA LUX MANCO 2 S.C.SP, a special limited partnership (société en commandite speciale) organised under the laws of the Grand Duchy of Luxembourg (thePartnership), registered with the Luxembourg Trade and Companies Register (Registre de commerce et des société, Luxembourg) under number B268561, having its registered office at 2 rue Edward Steichen, L-2540 Luxembourg, Grand Duchy of Luxembourg and acting through its general partner, Wella Lux Manco GP S.à r.l, a Luxembourg private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand

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Award Certificate

This agreement is dated

PARTIES

This agreement is made by:

RAINBOW CAPITAL GROUP LIMITED, a private limited company incorporated under the laws of Jersey (the Company), having its registered office at 2nd Floor, Sir Walter Raleigh House, 48-50 Esplanade, St. Helier, Jersey JE2 3QB and with registered company number 131574; and

[INSERT NAME OF EMPLOYEE] of [insert residential address of employee] (the Award Holder).

BACKGROUND

A.The Company adopted the 2025 RSU Management Equity Incentive Plan of the Wella Group for All Managers on 12 June 2025, as amended and/or restated from time to time (the Plan).

B.The Company wishes to grant an RSU under the Plan (the Award) to the Award Holder, on the terms specified in this agreement (the Award Certificate). Terms in this Award Certificate such as youand yourrefer to and address the Award Holder.

AGREED TERMS

1.INTERPRETATION

1.1The rules of the Plan (the Rules) are incorporated by reference into this Award Certificate. A term defined in the Rules shall have the same meaning in this Award Certificate, unless a contrary indication appears.

1.2A copy of the Rules has been provided to you and further copies may be obtained on request from the Company.

2.GRANT OF AWARD

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Award Certificate

This agreement is dated

PARTIES

This agreement is made by:

[WELLA LUX MANCO S.C.SP, a special limited partnership (société en commandite speciale) organised under the laws of the Grand Duchy of Luxembourg (thePartnership), registered with the Luxembourg Trade and Companies Register (Registre de commerce et des société, Luxembourg) under number B253279, having its registered office at 2 rue Edward Steichen, L-2540 Luxembourg, Grand Duchy of Luxembourg and acting through its general partner, Wella Lux Manco GP S.à r.l, a Luxembourg private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 2 rue Edward Steichen, L-2540 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies Register (Registre de commerce et des sociétés, Luxembourg) under number B253265]1[WELLA LUX MANCO 2 S.C.SP, a special limited partnership (société en commandite speciale) organised under the laws of the Grand Duchy of Luxembourg (thePartnership), registered with the Luxembourg Trade and Companies Register (Registre de commerce et des société, Luxembourg) under number B268561, having its registered office at 2 rue Edward Steichen, L-2540 Luxembourg, Grand Duchy of Luxembourg and acting through its general partner,

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Award Certificate

This agreement is dated ___________________

PARTIES

This agreement is made by:

[WELLA LUX MANCO S.C.SP, a special limited partnership (société en commandite speciale) organised under the laws of the Grand Duchy of Luxembourg (thePartnership), registered with the Luxembourg Trade and Companies Register (Registre de commerce et des société, Luxembourg) under number B253279, having its registered office at 2 rue Edward Steichen, L-2540 Luxembourg, Grand Duchy of Luxembourg and acting through its general partner, Wella Lux Manco GP S.à r.l, a Luxembourg private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 2 rue Edward Steichen, L-2540 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies Register (Registre de commerce et des sociétés, Luxembourg) under number B253265]1[WELLA LUX MANCO 2 S.C.SP, a special limited partnership (société en commandite speciale) organised under the laws of the Grand Duchy of Luxembourg (thePartnership), registered with the Luxembourg Trade and Companies Register (Registre de commerce et des société, Luxembourg) under number B268561, having its registered office at 2 rue Edward Steichen, L-2540 Luxembourg, Grand Duchy of Luxembourg and acting through its general partner, Wella Lux Manco GP S.à r.l, a Luxembourg private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of

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Wella WINS

RSU Plan Rules (Bidco Board)

WELLA MANAGEMENT EQUITY PROGRAM: WINS

2022 RSU Management Equity Incentive Plan

RSU PLAN RULES (BIDCO BOARD)
ADOPTED 21 JUNE 2022 AND AMENDED 12 JUNE 2025

1.GENERAL

1.1In connection with the management incentive plan established by the Company pursuant to the Management Shareholders’ Agreement (the “MEP”), Wella has created the Plan for Employees. The Plan is effective from the Effective Date and gives Employees an opportunity to directly/indirectly acquire shares of the Company and thereby to participate in the future long-term success and prosperity of the Wella Group.

1.2These Rules, as amended on 12 June 2025, have been approved by the Bidco Board and determine the rules for all of the Awards made under the Plan.

1.3The Plan shall be administered by the Company Board or any other person or persons acting under delegated authority from the Company Board from time to time.

2.DEFINITIONS AND INTERPRETATION

2.1In these Rules, unless otherwise defined:

Articles means the articles of association of the Company from time to time.

Award means an award of an RSU under the Plan.

Award Certificate means a certificate setting out the terms of an Award in accordance with Rule3.2(a), substantially in the form set out in Schedule 1 or Schedule 2 (as applicable) to these Rules, with such amendments as the Company Board may determine to be appropriate or desirable from time to time in relation to any particular Award.

Award Holder means an Employee who holds an Award.

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WELLA MANAGEMENT EQUITY PROGRAM: WINS

2022 RSU Management Equity Incentive Plan

RSU PLAN RULES (ALL MANAGERS)

ADOPTED 21 JUNE 2022 AND AMENDED 12 JUNE 2025

1.    GENERAL

1.1    In connection with the management incentive plan established by the Company pursuant to the Management Shareholders’ Agreement (the “MEP”), Wella has created the Plan for Employees. The Plan is effective from the Effective Date and gives Employees an opportunity to directly/indirectly acquire shares of the Company and thereby to participate in the future long-term success and prosperity of the Wella Group.

1.2    These Rules, as amended on 12 June 2025, have been approved by the Bidco Board and determine the rules for all of the Awards made under the Plan.

1.3    The Plan shall be administered by the Company Board or any other person or persons acting under delegated authority from the Company Board from time to time.

2.    DEFINITIONS AND INTERPRETATION

2.1    In these Rules, unless otherwise defined:

Articles means the articles of association of the Company from time to time.

Award means an award of an RSU under the Plan.

Award Certificate means a certificate setting out the terms of an Award in accordance with Rule 3.2(a), substantially in the form set out in Schedule 1 or Schedule 2 (as applicable) to these Rules, with such amendments as the Company Board may determine to be appropriate or desirable from time to time in relation to any particular Award.

Award Holder means an Employee who holds an Award.

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Wella WINS

2025 RSU Plan Rules (All Managers)

WELLA MANAGEMENT EQUITY PROGRAM: WINS

2025 RSU Management Equity Incentive Plan

RSU PLAN RULES (ALL MANAGERS)

ADOPTED 12 JUNE 2025

1.GENERAL

1.1In connection with the management incentive plan established by the Company pursuant to the Management Shareholders’ Agreement (the “MEP”), Wella has created the Plan for Employees. The Plan is effective from the Effective Date and gives Employees an opportunity to directly/indirectly acquire shares of the Company and thereby to participate in the future long-term success and prosperity of the Wella Group.

1.2These Rules have been approved by the Bidco Board and determine the rules for all of the Awards made under the Plan.

1.3The Plan shall be administered by the Company Board or any other person or persons acting under delegated authority from the Company Board from time to time.

2.DEFINITIONS AND INTERPRETATION

2.1In these Rules, unless otherwise defined:

Articles means the articles of association of the Company from time to time.

Award means an award of an RSU under the Plan.

Award Certificate means a certificate setting out the terms of an Award in accordance with Rule 3.2(a), substantially in the form set out in Schedule 1 or Schedule 2 (as applicable) to these Rules, with such amendments as the Company Board may determine to be appropriate or desirable from time to time in relation to any particular Award.

Award Holder means an Employee who holds an Award.

Bidco means Rainbow UK Bidco Limited.

Bidco Board means the board of directors of Bidco from time to time.

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AMENDMENT TO LINE OF CREDIT AGREEMENT

This Amendment (“Amendment”) to the Line of Credit Agreement is made and entered into as of the Effective Date set forth below, by and between:

Borrower: StimCell Energetics Inc., a corporation with an address at 555 - 1130 West Pender Street, Vancouver, BC V6E 4A4 (“Lender”),

AND

Lender: Richard Jeffs, an individual with an address at 11750 Fairtide Road, Ladysmith, BC V9G 1K5 (“Borrower”).

RECITALS

WHEREAS, the Lender and Borrower entered into a Line of Credit Agreement dated June 20, 2025 (the “Original Agreement”), pursuant to which the Lender extended to the Borrower an unsecured revolving line of credit in the maximum principal amount of US$200,000;

WHEREAS, the parties wish to amend the Original Agreement to increase the Credit Limit to US$350,000, with all other terms and conditions of the Original Agreement remaining unchanged.

NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. AMENDMENT TO CREDIT LIMIT Section 1.1 of the Original Agreement is hereby deleted in its entirety and replaced with the following:

1.1 The Lender agrees to extend to the Borrower an unsecured revolving line of credit (“Credit Line”) in the maximum principal amount of US$350,000 (the “Credit Limit”).

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AMENDMENT TO LINE OF CREDIT AGREEMENT

This Amendment (“Amendment”) to the Line of Credit Agreement is made and entered into as of the Effective Date set forth below, by and between:

Borrower: StimCell Energetics Inc., a corporation with an address at 555 - 1130 West Pender Street, Vancouver, BC V6E 4A4 (“Lender”),

AND

Lender: Susan Jeffs, an individual with an address at 11750 Fairtide Road, Ladysmith, BC V9G 1K5 (“Borrower”).

RECITALS

WHEREAS, the Lender and Borrower entered into a Line of Credit Agreement dated February 14, 2025 (the “Original Agreement”), pursuant to which the Lender extended to the Borrower an unsecured revolving line of credit in the maximum principal amount of CAD $100,000;

WHEREAS, the parties wish to amend the Original Agreement to increase the Credit Limit to CAD $200,000, with all other terms and conditions of the Original Agreement remaining unchanged.

NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. AMENDMENT TO CREDIT LIMIT Section 1.1 of the Original Agreement is hereby deleted in its entirety and replaced with the following:

1.1 The Lender agrees to extend to the Borrower an unsecured revolving line of credit (“Credit Line”) in the maximum principal amount of CAD $250,000 (the “Credit Limit”).

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into effective as of August 31, 2026, by and between TENON MEDICAL, INC., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

The Company and each Purchaser hereby agree as follows:

1. Definitions.

Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Advice” shall have the meaning set forth in Section 6(d).

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SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into effective as of August 27, 2026, between TENON MEDICAL, INC., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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RECITALS

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below), and/or Rule 506 of Regulation D promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

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AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

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ARTICLE I.
DEFINITIONS

1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1:

“Acquiring Person” shall have the meaning ascribed to such term in Section 4.5.

“Action” shall have the meaning ascribed to such term in Section 3.1(j).

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