Browse EX-10 agreements

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is made and entered into effective as of August 10, 2026(the “Effective Date”), by and between Mani Mohindru, Ph.D.(the “Executive”) and Cardiff Oncology, Inc., a Delaware corporation (the “Company”).

R E C I T A L S

WHEREAS, the Company desires to employ Executive, and Executive desires to be employed by the Company, in each case effective as of the Effective Date;

WHEREAS, in connection with the foregoing, Executive shall be required to perform Executive’s duties and obligations hereunder on behalf of the Company, as appropriate, and such duties and obligations shall be enforceable by the Company;

WHEREAS, this Agreement supersedes any and all prior term sheets, employment agreements or similar agreements by and between Executive and the Company.

AGREEMENT

In consideration of the mutual covenants herein contained and the employment of Executive by the Company, the parties agree as follows:

1.

Definition of Terms. The following terms referred to in this Agreement shall have the following meanings:

(a)

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FEDERAL REALTY INVESTMENT TRUST

(a Maryland real estate investment trust)

FEDERAL REALTY OP LP

(a Delaware limited partnership)

$460,000,000

(including the Additional Notes (as defined in the Purchase Agreement))

3.500% Exchangeable Senior Notes due 2031

REGISTRATION RIGHTS AGREEMENT

Dated: August 11, 2026

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FEDERAL REALTY INVESTMENT TRUST

(a Maryland real estate investment trust)

FEDERAL REALTY OP LP

(a Delaware limited partnership)

3.500% Exchangeable Senior Notes due 2031

REGISTRATION RIGHTS AGREEMENT

August 11, 2026

Wells Fargo Securities, LLC

500 West 33rd Street, 14th Floor

New York, New York 10001

BofA Securities, Inc.

One Bryant Park

New York, New York 10036

J.P. Morgan Securities LLC

270 Park Avenue

New York, New York 10017

Truist Securities, Inc.

50 Hudson Yards, 70th Floor

New York, New York 10001

As Representatives of the several Initial Purchasers

Ladies and Gentlemen:

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EMPLOYMENT AGREEMENT

THIS AGREEMENT is made and entered into on the 10th day of August, 2026 by and between Smart Sand, Inc. (“COMPANY”) and Lee Beckelman (the “Employee”).

WHEREAS, commencing on January 1, 2027 (the “Commencement Date”), COMPANY desires to employ the Employee as an advisor to the Chief Financial Officer (“CFO”) and the Employee desires to be employed in such capacity on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises, terms, provisions, and conditions set forth in this Agreement, the parties hereby agree:

1. Employment. Subject to the terms and conditions set forth in this Agreement, COMPANY hereby agrees to employ Employee as its Employee and the Employee hereby agrees to accept such employment.

2. Term. For purposes hereof, the Employee’s employment under this Agreement in the role set forth above shall be deemed to commence on the Commencement Date, and shall continue through May 31, 2030, unless earlier terminated in accordance with Section 5 below (“the term of this Agreement” or “the term hereof”).

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Exhibit 10.1

H2 2026 SHORT TERM INCENTIVE PLAN (“STIP”)

United States (“U.S.”) Employees

Effective July 1, 2026 – December 31, 2026

PURPOSE

The H2 2026 Short Term Incentive Plan (the “Plan” or “STIP”) is designed to reward eligible U.S. non-sales, Non-Bargained For employees for achievement of pre-established corporate performance measures and individual performance objectives that are assigned a specific weight according to their importance in the Company’s business plan. This Plan, for eligible positions, covers the period from July 1, 2026, through December 31, 2026 (the “Plan Coverage Period”).

This Plan supersedes any prior incentive plan version, including, but not limited to, the 2026 STIP, and cancels any document that provides information contrary to the information contained in this Plan version. The Company may terminate the Plan, amend or modify the Plan in any respect, at any time, and without notice. In addition, incentive awards are not “earned” until the events described in the Administration section occur.

ELIGIBILITY

Regular full-time and part-time non-sales, Non-Bargained For and non-commissioned employees who are in an eligible role who are employed during the Plan Coverage Period, and who commence employment with the Company on or before September 30, 2026, whose role is classified under the STIP Incentive Type and do not participate in another Incentive Type currently in operation, are potentially eligible to participate in the Plan. To be eligible to earn and receive payment of any incentive STIP award, the participant must be:

1.

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RESTRICTED STOCK UNIT AND STOCK OPTION AGREEMENT

THIS RESTRICTED STOCK UNIT AND STOCK OPTION AGREEMENT (the “Agreement”), made effective as of _____ (the “Date of Grant”), between Helios Technologies, Inc., a Florida corporation (the “Corporation”), and _____ (“Participant”).

WITNESSETH:

WHEREAS, Participant is an employee of the Corporation and/or a subsidiary of the Corporation (“Subsidiary”);

WHEREAS, the Corporation has adopted the Helios Technologies 2023 Equity Incentive Plan (the “Plan”) in order to provide its officers, employees and directors with incentives to achieve long-term corporate objectives; which was adopted by the Board of Directors and approved by the shareholders of the Corporation at the Corporation’s June 2023 Annual Meeting; and

WHEREAS, the Compensation Committee of the Corporation’s Board of Directors desires to grant an award of Restricted Stock Units and Nonqualified Stock Options under the Plan to Participant on the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the various covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Grant of Restricted Stock Units.

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September 24, 2025

STRICTLY CONFIDENTIAL

ROZE AI, Inc.

Rm. B-1710, 14 Sagimakgol-ro 45 beon-gil, 

Jungwon-gu, Seongnam-si, Gyonggi-do,

Republic of Korea

Attn:	Young Jin Cho, Founder & CEO

Re:	Amendment to Engagement Letter

Reference is hereby made to that certain engagement letter, dated as of August 4, 2025 (the “Engagement Agreement”) for Placement Agent activities, between ROZE AI, Inc. (the “Company”) and RBW Capital Partners LLC, (together and with its affiliates, “RBW”), a division of Dawson James Securities, Inc. (the “BD”, and together with RBW, the “Placement Agent”). Defined terms used herein but not defined herein shall have the meanings given to such terms in the Engagement Agreement.

Section VI.(G) of the Engagement Agreement provides that the Engagement Agreement constitutes the entire understanding between the parties hereto with respect to the subject matter hereof and cannot be amended except in a written agreement signed by both parties.

The Company and Placement Agent hereby agree to amend and restate Section III 2). of the Engagement Agreement as follows:

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September 24, 2025

STRICTLY CONFIDENTIAL

ROZE AI, Inc.

Rm. B-1710, 14 Sagimakgol-ro 45 beon-gil, 

Jungwon-gu, Seongnam-si, Gyonggi-do,

Republic of Korea

Attn:	Young Jin Cho, Founder & CEO

Re:	Amendment to Engagement Letter

Reference is hereby made to that certain engagement letter, dated as of August 4, 2025 (the “Engagement Agreement”) for financial advisory services, between ROZE AI, Inc. (the “Company”) and RBW Capital Partners LLC, (together and with its affiliates, “RBW”), a division of Dawson James Securities, Inc. (the “BD”, and together with RBW, the “Advisor”). Defined terms used herein but not defined herein shall have the meanings given to such terms in the Engagement Agreement.

Section V.(G) of the Engagement Agreement provides that the Engagement Agreement constitutes the entire understanding between the parties hereto with respect to the subject matter hereof and cannot be amended except in a written agreement signed by both parties.

The Company and Advisor hereby agree to amend and restate Section II 2). of the Engagement Agreement as follows:

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Lock-up Agreement

________, 2026

Roze AI Inc.

#870 – 409 Granville St.
Vancouver, B.C. V6C 1T2

Ladies and Gentlemen:

The undersigned understands that Roze AI Inc., a British Columbia corporation (the “Company”), entered into a Securities Purchase Agreement (the “SPA”) on September 29, 2025, as amended on July 27, 2026, with each purchaser (each, an “Investor”, and collectively “Investors”) identified on the signature page of the SPA, providing for the private placement (the “Transaction”) of an aggregate of $9,000,000 of Class C Preferred Shares of the Company (“Preferred Shares”), and in connection therewith, a registration rights agreement with the Investors. Capitalized terms used and not otherwise defined herein that are defined in the SPA shall have the meanings given such terms in the SPA.

To induce the Company to continue its efforts in connection with the Transaction, the undersigned hereby irrevocably enters into this Lock-Up Agreement (this “Agreement”) agrees that the undersigned will not, commencing on the Listing Date and terminating twelve months from the Listing Date (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any of the Company’s common shares (the “Common Shares”) or any securities convertible into or exercisable or exchangeable for Common Shares, whether now owned or hereafter acquired by the undersigned (or any Affiliate of the undersigned) or with respect to which the undersigned (or any

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Lock-up Agreement

________, 2026

Roze AI Inc.

#870 – 409 Granville St.
Vancouver, B.C. V6C 1T2

Ladies and Gentlemen:

The undersigned understands that Roze AI Inc., a British Columbia corporation (the “Company”), entered into a Securities Purchase Agreement (the “SPA”) on September 29, 2025, as amended on July 27, 2026, with each purchaser (each, an “Investor”, and collectively “Investors”) identified on the signature page of the SPA, providing for the private placement (the “Transaction”) of an aggregate of $9,000,000 of Class C Preferred Shares of the Company (“Preferred Shares”), and in connection therewith, a registration rights agreement with the Investors. Capitalized terms used and not otherwise defined herein that are defined in the SPA shall have the meanings given such terms in the SPA.

To induce the Company to continue its efforts in connection with the Transaction, the undersigned hereby irrevocably enters into this Lock-Up Agreement (this “Agreement”) agrees that the undersigned will not, commencing on the Listing Date and terminating twelve months from the Listing Date (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any of the Company’s common shares (the “Common Shares”) or any securities convertible into or exercisable or exchangeable for Common Shares, whether now owned or hereafter acquired by the undersigned (or any Affiliate of the undersigned) or with respect to which the undersigned (or any

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Lock-up Agreement

________, 2026

Roze AI Inc.

#870 – 409 Granville St.

Vancouver, B.C. V6C 1T2

Ladies and Gentlemen:

The undersigned understands that Roze AI Inc., a British Columbia corporation (the “Company”), entered into a Securities Purchase Agreement (the “SPA”) on September 29, 2025, as amended on July 27, 2026, with each purchaser (each, an “Investor”, and collectively “Investors”) identified on the signature page of the SPA, providing for the private placement (the “Transaction”) of an aggregate of $9,000,000 of Class C Preferred Shares of the Company (“Preferred Shares”), and in connection therewith, a registration rights agreement with the Investors. Capitalized terms used and not otherwise defined herein that are defined in the SPA shall have the meanings given such terms in the SPA.

To induce the Company to continue its efforts in connection with the Transaction, the undersigned hereby irrevocably enters into this Lock-Up Agreement (this “Agreement”) agrees that the undersigned will not, commencing on the Listing Date and terminating twelve months from the Listing Date (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any of the Company’s common shares (the “Common Shares”) or any securities convertible into or exercisable or exchangeable for Common Shares, whether now owned or hereafter acquired by the undersigned (or any Affiliate of the undersigned) or with respect to which the undersigned

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of September [*], 2025, between Roze AI Inc. a company incorporated under the laws of British Columbia, Canada (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 September [*], 2025, between the Company and the Purchasers named therein (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:

“Business Day” means any day other than (i) Saturday, Sunday or any other day on which commercial banks in New York, New York are authorized or required by law to remain closed or (ii) with respect to dates on which filings are required to be made with the Commission, any day on which the Commission is not open and available to accept filings.

“Commission” means the United States Securities and Exchange Commission or any successor thereto.

“Common Shares” means the common shares of the Company, no par value, and any other class of securities into which such securities may hereafter be reclassified or changed.

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of ____, 2025, between Roze AI Inc. a company incorporated under the laws of British Columbia, Canada (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below), 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.

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:

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act.

“Articles Amendment” means the amendment to the Company’s Articles substantially in the form of Exhibit A hereto.

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