Browse EX-10 agreements

		4870 Sadler Road, Ste 300 Glen Allen, VA 23060 USA +1.804.487.8196 www.adialpharma.com

August 11, 2026

***VIA EMAIL ***

Tony Goodman

togood464@gmail.com

Re: Notice of Termination of Employment

Dear Tony,

This letter serves as formal notice that your employment with Adial Pharmaceuticals, Inc. (the “Company”) is being terminated by the Company without Cause effective August 11, 2026 (the “Termination Date”).

Your termination is being made pursuant to Section 4.2.6 of your Employment Agreement dated April 1, 2025, as amended June 11, 2026 (collectively, the “Employment Agreement”). Capitalized terms used herein without definition shall have the meanings assigned in the Employment Agreement. The Company will pay your final wages for all accrued and unpaid Base Salary, including any accrued but unused vacation, in accordance with the Company’s standard payroll practices through the Termination Date, which final wages shall be paid on or before the Company’s next regularly scheduled payroll. You will also be entitled to reimbursement of all reasonable business expenses incurred as of the Termination Date in accordance with the Company’s expense reimbursement policy. You receive the earned compensation and reimbursement of business expenses even if you do not sign this Agreement.

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Adial Pharmaceuticals, Inc.

**Restricted Stock Unit Grant Notice

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Adial Pharmaceuticals, Inc. (the “Company”) has granted to you (the “Participant”) a restricted stock unit award covering the number of shares of Company Stock set forth below (the “RSU Award”).  The RSU Award is granted upon the terms, and subject to the conditions, set forth in this Grant Notice and the Inducement Restricted Stock Unit Agreement as attached hereto (the “Terms and Conditions”), each hereby incorporated herein by this reference and each as amended from time to time. The RSU Award is a stand-alone award separate and apart from and outside of, the Adial Pharmaceuticals, Inc. 2017 Equity Incentive Plan (the “Plan”) that is intended to constitute a non-plan based “inducement grant” as described in Nasdaq Listing Rule 5635(c)(4) and shall not constitute an award granted under the Plan. Notwithstanding the foregoing, the terms, conditions, and definitions set forth in the Plan shall apply to the RSU Award as though the RSU Award had been granted under the Plan (including but not limited to the adjustment provision contained in the Plan), and the RSU Award shall be subject to such terms, conditions, and definitions, which are hereby incorporated herein by reference and made a part hereof. For avoidance of doubt, the RSU Award shall not be counted for purposes of calculating the aggregate number of shares that may be issued or transferred pursuant to awards under the Plan or for purposes of calculating the award limitations under the Plan.

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Adial Pharmaceuticals, Inc.

Stock Option Grant Notice

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Adial Pharmaceuticals, Inc. (the “Company”) has granted to you (the “Participant”) an option to purchase the number of shares of the Company Stock (referred to herein as “Common Stock”) set forth below (the “Option”).  The Option is granted upon the terms, and subject to the conditions, set forth in this Grant Notice and the Option Agreement as attached hereto (the “Terms and Conditions”), each hereby incorporated herein by this reference and each as amended from time to time. The Option is a stand-alone award separate and apart from and outside of, the Adial Pharmaceuticals, Inc. 2017 Equity Incentive Plan (the “Plan”) that is intended to constitute a non-plan based “inducement grant” as described in Nasdaq Listing Rule 5635(c)(4) and shall not constitute an Option granted under the Plan. Notwithstanding the foregoing, the terms, conditions, and definitions set forth in the Plan shall apply to the Option as though the Option had been granted under the Plan (including but not limited to the adjustment provision contained in the Plan), and the Option shall be subject to such terms, conditions, and definitions, which are hereby incorporated herein by reference and made a part hereof. For avoidance of doubt, the Option shall not be counted for purposes of calculating the aggregate number of shares that may be issued or transferred pursuant to awards under the Plan or for purposes of calculating the award limitations under the Plan.

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Amended and Restated Executive Employment Agreement

This Amended and Restated Executive Employment Agreement (the “Agreement”) is made and entered into as of June 11, 2026 (the “Restatement Date”), by and between Matt Davidson (“Executive”) and Adial Pharmaceuticals, Inc., a Delaware corporation (the “Company”).

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WHEREAS, Executive was party to that certain Executive Employment Agreement (the “Original Agreement”), dated as of June 4, 2026, between Executive and Azora Therapeutics, Inc., a Delaware corporation (“Azora”);

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WHEREAS, the Original Agreement became effective as of a moment in time before the consummation of the merger (“Transaction”) contemplated by that certain Agreement and Plan of Merger (“Merger Agreement”) between the Company, Azora, and certain other parties, dated June 11, 2026;

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WHEREAS, the Original Agreement was assigned to and assumed by the Company upon the closing of the Transaction, and pursuant to Section 1.2 of the Original Agreement, the parties agreed that this Agreement would be amended and restated solely to make conforming changes to reflect the Company as Executive’s employer and to add or remove provisions that by the explicit terms of the Original Agreement are to be added or are no longer in effect following the assignment and assumption; and

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WHEREAS, the Company desires to continue to employ Executive, and Executive desires to continue to render services to the Company, on the terms and conditions set forth in this Agreement.

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ATLASSIAN CORPORATION

AMENDED AND RESTATED 2015 EMPLOYEE SHARE PURCHASE PLAN

The purpose of the Atlassian Corporation Amended and Restated 2015 Employee Share Purchase Plan, as may be further amended from time to time, (the “Plan”) is to provide eligible employees of Atlassian Corporation, a Delaware corporation (the “Company”), and each Designated Company with opportunities to purchase shares of the Company’s Class A common stock, par value $0.00001 per share (the “Shares”). Subject to adjustment as provided in Section 16, the maximum number of Shares approved and reserved for issuance under the Plan is equal to the sum of (i) 5,700,000, the aggregate number of Shares reserved under the Plan as of July 1, 2025 and (ii) 14,300,000 Shares, plus (iii) a cumulative annual increase on the first day of each fiscal year during the term of the Plan beginning with the fiscal year starting July 1, 2026 and continuing for ten fiscal years (ending with the fiscal year starting July 1, 2035), in each case in an amount equal to the lesser of (i) 2,850,000 Shares, (ii) 1% of the number of Shares issued and outstanding (on an as-converted basis) on the immediately preceding June 30 or (iii) such lesser number of Shares determined by the Administrator.

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ATLASSIAN CORPORATION

AMENDED AND RESTATED 2015 SHARE INCENTIVE PLAN

(Effective as of December 2, 2025)

SECTION 1. GENERAL PURPOSE OF THE PLAN

The purpose of the Atlassian Corporation Amended and Restated 2015 Share Incentive Plan, as may be further amended from time to time (the “Plan”) is to encourage and enable the executive officers, Employees, Non-Employee Directors and Consultants of Atlassian Corporation, a Delaware corporation, (the “Company”) and its Subsidiaries upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its businesses to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer identification of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company and its Subsidiaries.

SECTION 2. DEFINITIONS

The following terms shall be defined as set forth below:

“Administrator”means either the Board or the Compensation and Leadership Development Committee of the Board or a similar committee performing the functions of the Compensation and Leadership Development Committee and which is comprised of not less than two Non-Employee Directors who are independent.

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CONVERTIBLE NOTE

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$500,000	August 12, 2026

For value received, the undersigned hereby promises to pay to Nicholas R. Liuzza, Jr. (the “Creditor”), on order, at 79 Wapping Road, Portsmouth, RI 02871, the principal sum of Five Hundred Thousand Dollars ($500,000).

This Promissory Note shall automatically convert into shares of the common stock of Beeline Holdings, Inc. at 4:00 p.m. Eastern Time on August 19, 2026 at the higher per share price of $1.50 or (ii) the average of the 5-day VWAP (using regular trading hours). No principal is due or payable prior to such conversion. For purposes of the Promissory Note, “VWAP” means, for any date, the daily volume weighted average price of the common stock for such date (or the nearest preceding date) on the Nasdaq Capital Market as reported by Bloomberg L.P. (based on a trading day from 9:30 a.m. (New York, N.Y. time) to 4:02 p.m. (New York, N.Y. time)).

This Promissory Note shall be governed by and construed exclusively in accordance with the laws of Nevada (without giving effect to any conflicts of laws provisions contained therein).

IN WITNESS WHEREOF, the undersigned has caused this Promissory Note to be executed as of the date and year first above written.

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THE ISSUANCE AND SALE OF THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR OTHER APPLICABLE SECURITIES LAWS. THIS NOTE MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTION 7(a) HEREOF.

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ORIGINAL INTEREST DISCOUNT Promissory note

BEELINE HOLDINGS, INC.

Issuance Date: July 31, 2026	Principal Amount: $350,000

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INDEMNITY AGREEMENT

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THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 14, 2026, by and between M3-Brigade Acquisition VI Corp., a Cayman Islands exempted company (the “Company”), and Michael Neruda (“Indemnitee”).****

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RECITALS

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WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;

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WHEREAS, the board of directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries, if any, from certain liabilities;

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WHEREAS, directors, officers and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself;

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May 14, 2026

M3-Brigade Acquisition VI Corp.

1700 Broadway, 19th Floor

New York, NY 10019

Re: Appointment of Director

Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in connection with undersigned’s appointment as a director of M3-Brigade Acquisition VI Corp., a Cayman Islands exempted company (the “Company”). Reference is made to the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between the Company and Cantor Fitzgerald & Co., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that were purchased to cover over-allotments) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one- third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units were sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Units are listed on The Nasdaq Global Market. Certain capitalized terms used herein are defined in paragraph 11 hereof.

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of July 2, 2026, between Nomadar Corp., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, (the “Purchaser”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), including Section 4(a)(2) thereof, Regulation D and/or Regulation S promulgated thereunder, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, the Shares (as defined below), as more fully described in this Agreement; and

WHEREAS, each of the Company and Purchaser understand and acknowledge that, due to the relationship between the Company and the Purchaser, if the Company’s securities are listed and traded on an exchange of The Nasdaq Stock Market LLC (“Nasdaq”) as of the date of this Agreement, the Per Share Purchase Price (as defined below) must be determined in accordance with the applicable rules of the Nasdaq.

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 the Purchaser agree as follows:

ARTICLE I.

DEFINITIONS

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