Browse EX-10 agreements

Brownstein Draft

**December 17, 2015
**

** **

Special RSU Form for Directors

RESTRICTED STOCK UNIT AGREEMENT

UNDER THE

BOXABL INC. 2021 STOCK INCENTIVE PLAN

** **

Name of Grantee:	[____________] (the “Grantee”)
No. of Shares Subject to Award:	40,000 Restricted Stock Units (the “RSUs”)
Grant Date:	__________, 202____ (the “Grant Date”)

[Note to Form: The Grant Date is the date the grant is approved by the Compensation Committee. The Grant Date cannot be retroactive.]

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is entered into by and between Boxabl Inc., a Nevada corporation (the “Company”), and the Grantee named above, as of the Grant Date noted above, pursuant to the Boxabl Inc. 2021 Stock Incentive Plan, as amended from time to time (the “Plan”).

WHEREAS, the Company recognizes that the Grantee’s services are uniquely valuable to the Company and wishes to grant Restricted Stock Units to the Grantee in accordance with the Plan and this Agreement.

…

KEARNY BANK

AMENDED AND RESTATED

CHANGE IN CONTROL SEVERANCE PAY PLAN

EFFECTIVE AS OF APRIL 15, 2026

A.Purpose.

The primary purpose of the Kearny Bank Amended and Restated Change in Control Severance Pay Plan, effective as of April 15, 2026 (the “Plan”) is to recruit and foster the continuous employment of key management personnel of Kearny Bank (the “Bank”) and to reinforce and encourage their continued attention and dedication to their duties in the event of any potential or actual Change in Control (as defined below), although no such change is now apparent or contemplated.

B.    Covered Participants.

Any Participant, subject to paragraph C below, with at least one year of service as of his or her termination date shall be eligible to receive a Change in Control Severance Benefit (as defined below) if, within the period beginning on the effective date of a Change in Control and ending on the first anniversary of such date, (i) the Participant’s employment with the Bank is involuntarily terminated or (ii) the Participant terminates employment with the Bank voluntarily after being offered continued employment in a position that is not a Comparable Position (as defined below).

For purposes of this Plan, a “Participant” shall mean an employee of the Bank who has been named an officer of the Bank with a title of not less than 1stVice President.

C.    Limitations on Eligibility for Change in Control Severance Benefits.

…

SKY QUARRY, INC.

Employment** Offer **Letter

August 17, 2026

Heidi Bowman** [***]**

[***]

Dear Ms. Bowman,

Sky Quarry, Inc. (NASDAQ: SKYQ) (the "Company") is pleased to extend this offer of employment to you on the terms and conditions set forth in this letter (this "Agreement"). This Agreement is entered into between Sky Quarry, Inc. and Heidi Bowman ("Employee") effective as of August 18, 2026.

1.Position and Duties

Employee is hereby offered the position of Chief Financial Officer ("CFO") of Sky Quarry, Inc., a full-time role. In this capacity, Employee shall perform all duties, responsibilities, and functions customary and appropriate to the position of Chief Financial Officer of a publicly traded company, including but not limited to oversight of all financial operations, accounting, financial reporting (including SEC filings), treasury, budgeting, audit, internal controls, investor relations (as it relates to financial matters), and such other duties as may be assigned from time to time by the Company's Chief Executive Officer or Board of Directors. Employee shall report directly to the Chief Executive Officer.

2.Start Date

Employee's first day of employment shall be August 18, 2026 (the "Start Date").

3.Compensation

(a)Base Salary. Employee shall receive a base salary of $18,500.00 per month (the "Base Salary"), payable in accordance with the Company's standard payroll practices and subject to applicable withholdings and deductions.

…

CONTINGENT VALUE RIGHTS AGREEMENT

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [•], 202[•] (this “Agreement”), is entered into by and among WEREWOLF THERAPEUTICS, INC.,** **a Delaware corporation (“Werewolf”), and [•] (the “Rights Agent” and, collectively with Werewolf, the “Parties”).

RECITALS

WHEREAS, Ambros Therapeutics, Inc., a Delaware corporation (“Ambros”), Werewolf, and Wave Atlantis Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Werewolf (“Merger Sub”) have entered into an Agreement and Plan of Merger dated as of August 21, 2026 (as it may be amended or supplemented from time to time pursuant to the terms thereof, the “Merger Agreement”), pursuant to which Merger Sub will merge with and into Ambros (the “Merger”), with Ambros surviving the Merger as a wholly owned subsidiary of Werewolf; and

WHEREAS, in accordance with the Merger Agreement, Werewolf will issue and distribute to each of the holders of Werewolf Common Stock of record as of the close of business on the last Business Day prior to the Effective Time, by way of a dividend or distribution consistent with the Merger Agreement, one CVR (as defined below) for each share of Werewolf Common Stock held by such holder, with each CVR representing the right to receive non-transferable contingent cash payments in respect of each Legacy Asset Agreement (as defined below) as hereinafter described.

…

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 202[•], is entered into by and among Werewolf Therapeutics, Inc., a Delaware corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and among the parties hereto, dated as of August 21, 2026 (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

WHEREAS:

A. Upon the terms and subject to the conditions of the Purchase Agreement, the Company has agreed to issue to the Investors, and the Investors have agreed to purchase, severally and not jointly, an aggregate of $150 million of shares (the “**Initial **Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and/or pre-funded warrants to purchase shares of Common Stock (the “Pre-Funded Warrants”). The Initial Shares and the shares of Common Stock Issuable upon exercise of the Pre-Funded Warrants, without giving effect to any limitations on exercise of the pre-funded warrants, and assuming all of the pre-funded warrants are exercised for cash, are collectively referred to herein as the “Shares.”

…

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of August 21, 2026, by and among Werewolf Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”).

WHEREAS, concurrently with the execution and delivery of this Agreement, the Company is entering into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Wave Atlantis Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“Merger Sub”), and Ambros Therapeutics, Inc., a Delaware corporation (“Ambros”), pursuant to which Merger Sub will merge with and into Ambros, with Ambros surviving as a wholly owned subsidiary of the Company (the “Merger”), in each case in accordance with and subject to the terms and conditions set forth in the Merger Agreement;

WHEREAS, the Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act (as defined below);

…

LOCK-UP AGREEMENT

[•], 2026

Werewolf Therapeutics, Inc.

303 Wyman Street, Suite 300

Waltham, MA 02451

Attention: Legal Department

Email: [***]

Ladies and Gentlemen:

The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that Werewolf Therapeutics, Inc., a Delaware corporation (“Werewolf”), has entered into an Agreement and Plan of Merger, dated as of August 21, 2026 (as the same may be amended from time to time, the “Merger Agreement”) with Ambros Therapeutics, Inc., a Delaware corporation (“Ambros”), and Wave Atlantis Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Werewolf. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

As a condition and inducement to each of the parties to enter into the Merger Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby irrevocably agrees that, subject to the exceptions set forth herein, without the prior written consent of Werewolf and, solely prior to the Closing, Ambros, the undersigned will not, during the period commencing upon the Closing Date and ending on the date that is 180 days after the Closing Date (the “Restricted Period”):

| | |

STOCKHOLDER SUPPORT AGREEMENT

This Support Agreement (this “Support Agreement”) is being delivered on August 21, 2026 by the person or persons named on the signature pages hereto (collectively, the “Holder”), as the holder of Ambros Shares (as defined below) of Ambros Therapeutics, Inc., a Delaware corporation (“Ambros”), to Werewolf Therapeutics, Inc., a Delaware corporation (“Werewolf”).

Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), as amended from time to time, dated as of August 21, 2026, by and among Ambros, Werewolf and Wave Atlantis Merger Sub, Inc. (“Merger Sub”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to them in the Merger Agreement.

As of the date hereof, the Holder is the record (as defined in Rule 12g5-1 promulgated under the Exchange Act) or beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of the number of shares of Ambros Capital Stock, Ambros Options and other securities convertible into, or exercisable or exchangeable for, shares of Ambros Capital Stock, in each case as set forth on Exhibit A hereto (collectively, the “Ambros Shares”).

…

STOCKHOLDER SUPPORT AGREEMENT

This Support Agreement (this “Support Agreement”) is being delivered on August 21, 2026 by the person or persons named on the signature pages hereto (collectively, the “Holder”), as the holder of Werewolf Shares (as defined below) of Werewolf Therapeutics, Inc., a Delaware corporation (“Werewolf”), to Ambros Therapeutics, Inc., a Delaware corporation (“Ambros”) and to Werewolf.

Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), as amended from time to time, dated as of August 21, 2026, by and among Ambros, Werewolf and Merger Sub. All capitalized terms that are used but not defined herein shall have the respective meanings ascribed to them in the Merger Agreement.

As of the date hereof, the Holder is the record (as defined in Rule 12g5-1 promulgated under the Exchange Act) or beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of the number of shares of Werewolf Common Stock, Werewolf Options and other securities convertible into, or exercisable or exchangeable for, shares of Werewolf Common Stock, in each case as set forth on Exhibit A hereto (collectively, the “Werewolf Shares”).

As a condition and inducement to Ambros’s and Werewolf’s willingness to enter into the Merger Agreement, the Holder has agreed to enter into this Support Agreement.

…

Lafayette Square Loan Servicing, LLC
PO Box 25250

PMB 13941

Miami, Florida 33102-5250

August 18, 2026

Direct Digital Holdings, LLC

1177 West Loop South, Suite 1310

Houston, TX 77027

Attention: Mark Walker

E-mail: [****]

Eversheds Sutherland (US) LLP
1001 Fannin Street
Suite 3700
Houston, TX 77002

Attention: Phyllis Y. Young

E-mail: PhyllisYoung@eversheds-sutherland.us

Re:    Waiver Letter re Specified Events of Default

Ladies and Gentlemen:

Reference hereby is made to (i) that certain Term Loan and Security Agreement, dated as of December 3, 2021 (as has been and may hereafter be amended, modified or supplemented, the “Loan Agreement”), by and among DIRECT DIGITAL HOLDINGS, LLC, a Texas limited liability company (“DDH”, together with any Person joined as a party thereto as a “Borrower” in accordance with Section 6.12thereof, and all of their respective permitted successors and assigns, the “Borrowers”), the Guarantors party thereto (together with the Borrowers, the “Credit Parties” and each a “Credit Party”), the financial institutions from time to time party thereto (each a “Lender” and collectively, the “Lenders”), and LAFAYETTE SQUARE LOAN SERVICING, LLC, as agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Agent”), and (ii) that certain Twelfth Amendment and Waiver to Term Loan and Security Agreement, dated as of May 15, 2026, by and among the Credit Parties, Agent and the Lenders party thereto (the “Twelfth Amendment”). Capitalized terms used herein but not specifically defined herein shall

…

AMC ROBOTICS CORPORATION

Holder of Common Stock Purchase Warrants

Re: Inducement Offer to Exercise Common Stock Purchase Warrants

Dear Holder:

AMC Robotics Corporation (the “Company”) is pleased to offer to you the opportunity to exercise the outstanding warrants issued to you on December 9, 2025 (the “Existing Warrants”) for an aggregate exercise price of not less than $_____, and up to an aggregate exercise price of $_____ to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), as set forth on the signature page hereto and currently held by you (the “Holder”). The issuance of the shares of Common Stock underlying the Existing Warrants (the “Warrant Shares”) has been registered for resale pursuant to the registration statement on Form S-1 (File No. 333-292488) (the “Registration Statement”). The Registration Statement, as amended by the Post-Effective Amendment on Form POS AM filed with the Securities and Exchange Commission (the “SEC”) on July 10, 2026, was declared effective by the SEC on July 16, 2026, and is currently effective for the resale of the Warrant Shares. Accordingly, upon exercise of all or any portion of the Existing Warrants pursuant to this letter agreement, the Warrant Shares issued upon such exercise will be covered by the Registration Statement. Capitalized terms not otherwise defined herein shall have the meanings set forth in the New Warrants.

…

Execution Version

LOAN GUARANTY

THIS LOAN GUARANTY (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Loan Guaranty”) is entered into as of August 20, 2026, by and among Latham International Manufacturing Corp. (“Holdings”), Latham Pool Products, Inc. (“Borrower”), the other Subsidiary Guarantors (as defined in the Credit Agreement) from time to time party hereto (Holdings, the Borrower and the Subsidiary Guarantors, collectively, the “Loan Guarantors”) and Jefferies Finance LLC, in its capacity as administrative agent for the Lenders and collateral agent for the Secured Parties referred to in the Credit Agreement referred to below (in such capacities and together with its successors and assigns, the “Administrative Agent”).

PRELIMINARY STATEMENT

Reference is hereby made to that certain Credit Agreement, dated as of August 20, 2026 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among, inter alios, Holdings, the Borrower, the Lenders from time to time party thereto, the Issuing Banks from time to time party thereto and the Administrative Agent.

The Loan Guarantors are entering into this Loan Guaranty in order to induce the Lenders to enter into and extend credit to the Borrower under the Credit Agreement and to guarantee the Secured Obligations, including, in the case of the Loan Guarantor that is a Borrower, the Obligations of the Borrower under the Credit Agreement.

…