Browse EX-10 agreements

THIRD AMENDMENT TO OPTION AND PROJECT EVALUATION AGREEMENT

THIS THIRD AMENDMENT TO THE OPTION AND PROJECT EVALUATION AGREEMENT (the "Third Amendment") is entered into effective July 31, 2026 (the "Amendment Effective Date"), by and among Foothills Rare Earths, LLC, a North Carolina limited liability company ("FRE US"), Foothills Rare Earths Limited, an Australian limited liability company ("FRE"), Southeast Metals LLC, a Virginia limited liability company ("SEM"), Robert B. Cook, James E. Bond, Richard B. Gilliam, and H. Ross Arnold (each a "Member" and collectively, the "Members"). The parties to this Agreement are each referred to as a "Party" and collective the "Parties".

WITNESSETH:

WHEREAS, the Parties entered into that certain Option and Project Evaluation Agreement (the "Option") effective as of December 11, 2020; and

WHEREAS, the Parties entered into that First Amendment to the Option and Project Evaluation Agreement (the "First Amendment") effective as of December 11, 2023; and

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NEUROPACE, INC.

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY APPROVED BY THE BOARD OF DIRECTORS ON

March 24, 2021

Revised November 18, 2022

Revised October 30, 2024

Revised May 28, 2026

Each member of the Board of Directors (the “Board”) of NeuroPace, Inc. (the “Company”) who is a non-employee director of the Company (each such member, a “Non-Employee Director”) will receive the compensation described in this Non-Employee Director Compensation Policy (the “Director Compensation Policy”) for his or her Board service.

The Director Compensation Policy may be amended at any time at the sole discretion of the Board or the Compensation Committee of the Board.

Annual Cash Compensation

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FOURTH AMENDMENT TO

LOAN AGREEMENT

This FOURTH AMENDMENT TO LOAN AGREEMENT (the “4th Amendment”) is made on August 10, 2026, by and among Hour Loop, Inc. (the “Borrower”), Sam Lai, and Sau Kuen Yu (together as “Lenders”). Borrower and Lenders shall collectively be known herein as the “Parties”.

WHEREAS, the Parties have entered into a Loan Agreement, dated as of September 16, 2021 (the “Agreement”), pursuant to which the Lenders have agreed to grant to the Borrower a loan (the “Loan”) of estimated amount to be $4,038,208; and

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WHEREAS, the principal amount is then determined to be $4,170,418. The accrued and unpaid interest amount is $120,002.92 (the “Interest Payable”) as of December 31, 2022; and

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WHEREAS, the Parties have entered into an AMENDMENT TO LOAN AGREEMENT, dated as of December 28, 2022 (the “Amendment”) with agreed tenor of 2 year, pursuant to which the principal amount, $4,170,418, should be payable as of December 31, 2024; and

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ENVIRI CORPORATION

DEFERRED STOCK UNITS AGREEMENT

(NON-EMPLOYEE DIRECTOR FORM – DEFERRED ANNUAL)

This DEFERRED STOCK UNITS AGREEMENT (this “Agreement”) is made as of [●] (the “Date of Grant”), by and between Enviri Corporation, a Delaware corporation, and [PARTICIPANT NAME] (the “Participant”).

1.    Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agreement will have the meanings given to such terms in the Company’s 2026 Omnibus Incentive Plan (as amended from time to time, the “Plan”).

2.    Grant of Deferred Stock Units. Subject to and upon the terms, conditions and restrictions set forth in this Agreement and in the Plan, the Company grants to the Participant, as of the Date of Grant, [NUMBER] Deferred Stock Units (“DSUs”).

3.    Restrictions on Transfer of DSUs. Neither the DSUs granted hereby nor any interest therein or in the Common Stock related thereto shall be transferable prior to payment to the Participant pursuant to Section 5, other than by will or pursuant to the laws of descent and distribution.

4.    Vesting of DSUs.

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ENVIRI CORPORATION

PERFORMANCE SHARE UNIT AGREEMENT

(FORM - FOUNDER GRANT)

This PERFORMANCE SHARE UNIT AGREEMENT (this “Agreement”) is made as of [●] (the “Date of Grant”), by and between Enviri Corporation, a Delaware corporation, and [PARTICIPANT NAME] (the “Participant”).

1.    Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agreement will have the meanings given to such terms in the Company’s 2026 Omnibus Incentive Plan (as amended from time to time, the “Plan”).

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Exhibit 10.13

May 8, 2026

Russell Hochman

Sent via email

Dear Russell:

On behalf of Enviri II Corporation (“Enviri”), I wish to confirm your position of Chief Executive Officer at an annual salary of $750,000 (Seven Hundred Fifty Thousand Dollars), effective upon the date the sale of Clean Earth and formal spin-off of Enviri occurs.

Effective in the 2026 plan year, you will be eligible for supplemental compensation annually as a participant in the Company’s Annual Incentive Plan (“AIP”). Based on the achievement of Enviri’s overall objectives the target award available to you will be 100% of your base earnings for the Plan Year. Any award for the 2026 Plan Year will be prorated to reflect your actual time in this assignment during the current year. The AIP Plan design and payout criteria are reviewed periodically, are subject to change and are at the sole discretion of the Enviri Board of Directors.

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AMENDMENT NO. 1 TO TRANSITION SERVICES AGREEMENT

This AMENDMENT NO. 1 TO TRANSITION SERVICES AGREEMENT (this “Amendment”), dated as of July 10, 2026 (the “Amendment Date”), is between CLEH, Inc., a Delaware corporation (“Company”), and Enviri Corporation (f/k/a Enviri II Corporation), a Delaware corporation (“Provider”).

WHEREAS, Enviri Corporation, Company, Enviri LLC, Veolia Environnement S.A. (“Buyer”)and Liberty Merger Sub Inc. (“Merger Sub”)entered into that certain Agreement and Plan of Merger, dated as of November 20, 2025 (the “Merger Agreement”),pursuant to which Merger Sub was merged with and into Company, with Company continuing as the surviving corporation and wholly owned Subsidiary of Buyer;

WHEREAS, pursuant to the Merger Agreement, Company and Provider entered into that certain Transition Services Agreement, dated as of June 1, 2026 (the “Transition Services Agreement”); and

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ENVIRI CORPORATION

RESTRICTED STOCK UNITS AGREEMENT

(FORM - TIME-BASED VESTING)

This RESTRICTED STOCK UNITS AGREEMENT (this “Agreement”) is made as of [●] (the “Date of Grant”), by and between Enviri Corporation, a Delaware corporation, and [PARTICIPANT NAME] (the “Participant”).

1.    Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agreement will have the meanings given to such terms in the Company’s 2026 Omnibus Incentive Plan (as amended from time to time, the “Plan”).

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ENVIRI CORPORATION

RESTRICTED STOCK UNITS AGREEMENT

(NON-EMPLOYEE DIRECTOR FORM – STANDARD ANNUAL)

This RESTRICTED STOCK UNITS AGREEMENT (this “Agreement”) is made as of [●] (the “Date of Grant”), by and between Enviri Corporation, a Delaware corporation, and [PARTICIPANT NAME] (the “Participant”).

1.    Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agreement will have the meanings given to such terms in the Company’s 2026 Omnibus Incentive Plan (as amended from time to time, the “Plan”).

2.    Grant of RSUs. Subject to and upon the terms, conditions and restrictions set forth in this Agreement and in the Plan, the Company grants to the Participant, as of the Date of Grant, [NUMBER] Restricted Stock Units (“RSUs”).

3.    Restrictions on Transfer of RSUs. Neither the RSUs granted hereby nor any interest therein or in the Common Stock related thereto shall be transferable prior to payment to the Participant pursuant to Section 5hereof, other than by will or pursuant to the laws of descent and distribution.

4.    Vesting of RSUs.

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Exhibit 10.14

May 7, 2026

Peter Minan

Sent via email

Dear Pete:

On behalf of Enviri II Corporation (“Enviri”), I wish to confirm your position of Executive Vice President and Chief Financial Officer at an annual salary of $650,000 (Six Hundred Fifty Thousand Dollars), effective upon the date the sale of Clean Earth and formal spin-off of Enviri occurs.

Effective in the 2026 plan year, you will be eligible for supplemental compensation annually as a participant in the Company’s Annual Incentive Plan (“AIP”). Based on the achievement of Enviri’s overall objectives the target award available to you will be 80% of your base earnings for the Plan Year. Any award for the 2026 Plan Year will be prorated to reflect your actual time in this assignment during the current year. The AIP Plan design and payout criteria are reviewed periodically, are subject to change and are at the sole discretion of the Enviri Board of Directors.

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ENVIRI CORPORATION
2026 Omnibus Incentive Plan

First Amendment

    Pursuant to Section 16.1 of the 2026 Omnibus Incentive Plan (the “Plan”), the Board of Directors (the “Board”) of Enviri Corporation, a Delaware Corporation (the “Company”), hereby amends the Plan, effective as of July 27, 2026, as follows:

1.    The title of the Plan shall be, and hereby is, amended to change the name of the Plan from “Enviri II Corporation 2026 Omnibus Incentive Plan” to the “Enviri Corporation 2026 Omnibus Incentive Plan.”

2.    Section 1.1 of the Plan shall be, and hereby is, amended to change (a) the name of the Plan from “Enviri II Corporation 2026 Omnibus Incentive Plan” to the “Enviri Corporation 2026 Omnibus Incentive Plan” and (b) to change all references of “Enviri II Corporation” to “Enviri Corporation”.

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ENVIRI CORPORATION

DEFERRED STOCK UNITS AGREEMENT

(NON-EMPLOYEE DIRECTOR FORM – DEFERRED CASH)

This DEFERRED STOCK UNITS AGREEMENT (this “Agreement”) is made as of [●] (the “Date of Grant”), by and between Enviri Corporation, a Delaware corporation, and [PARTICIPANT NAME] (the “Participant”).

1.    Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agreement will have the meanings given to such terms in the Company’s 2026 Omnibus Incentive Plan (as amended from time to time, the “Plan”).

2.    Grant of Deferred Stock Units. Subject to and upon the terms, conditions and restrictions set forth in this Agreement and in the Plan, the Company grants to the Participant, as of the Date of Grant, [NUMBER] Deferred Stock Units (“DSUs”).

3.    Restrictions on Transfer of DSUs. Neither the DSUs granted hereby nor any interest therein or in the Common Stock related thereto shall be transferable prior to payment to the Participant pursuant to Section 5, other than by will or pursuant to the laws of descent and distribution.

4.    Vesting of DSUs.

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