Browse EX-10 agreements

AMENDMENT TO

SECURED CONVERTIBLE NOTES,

PRE-FUNDED COMMON STOCK PURCHASE WARRANTS, AND

AMENDED AND RESTATED SHARED SERVICES AGREEMENT

This AMENDMENT TO SECURED CONVERTIBLE NOTES, PRE-FUNDED COMMON STOCK PURCHASE WARRANTS, AND AMENDED AND RESTATED SHARED SERVICES AGREEMENT (this “Amendment”) is entered into as of August 10, 2026 and shall be effective as of October 10, 2026 (the “Amendment Effective Date”), by and among RYTHM, Inc., a Nevada corporation (the “Company”), RSLGH, LLC, a Delaware limited liability company (“RSLGH”), and Vision Management Services, LLC, a Delaware limited liability company (“VMS”), with reference to the following facts:

RECITALS

A.  On November 5, 2024, the Company issued to RSLGH a Secured Convertible Note with an original principal amount of $10.0 million, which was amended by Amendment No. 1 on May 8, 2025 and by Amendment No. 2 on August 25, 2025 (as amended, the “November 2024 Note”).

B.  On November 5, 2024, RSLGH acquired pre-funded warrants (the “November 2024 Acquired Warrants”) to purchase an aggregate of up to 6,169,702 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) from a prior holder of such warrants.

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US_ACTIVE\127388755\V-1 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is dated July 22, 2024 and effective as of July 9, 2024 (the “Effective Date”), by and between IMMUNIC, INC., a Delaware corporation (the “Company”), and Jason Tardio (the “Employee”). WHEREAS, the Company has appointed the Employee to be an officer of the Company effective as of July 9, 2024; WHEREAS, the Employee will begin to serve pursuant to the terms of this Agreement on July 12, 2024; WHEREAS, the Company desires that the Employee joins the Company to serve in the capacity of Chief Operating Officer and President of the Company, and the Employee has agreed to serve in such position in accordance with the terms and conditions of this Agreement; NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, and for other valuable consideration, the Company and the Employee hereby agree as follows: 1. Certain Definitions. The following terms, as used herein, have the following meanings: (a) “Cause” means one or more of the following: (i) the Employee’s willful failure to perform his duties hereunder or the lawful directives of the Company’s Board of Directors or nominees thereof (other than as a result of illness or injury), (ii) the conviction of, or plea of nolo contendere by, the Employee to, a felony or a crime involving moral turpitude, (iii) the Employee’s commission of any willful acts of personal dishonesty in connection with his responsibilities as an employee of the Company that could reasonably be expected to materially impair or damage the

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CUSIP Numbers:Deal: 14149MAQ7Revolver: 14149MAR5

CREDIT AGREEMENT

dated as of August 7, 2026

among

CARDINAL HEALTH, INC.,

as the Company,

THE SUBSIDIARY BORROWERS PARTY HERETO,

THE LENDERS PARTY HERETO,

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as the Administrative Agent, the Swingline Lender and an LC Issuer

and

THE OTHER LC ISSUERS PARTY HERETO

BANK OF AMERICA, N.A.,

as Syndication Agent

GOLDMAN SACHS BANK USA,

JPMORGAN CHASE BANK, N.A.,

BARCLAYS BANK PLC,

DEUTSCHE BANK AG NEW YORK BRANCH,

HSBC BANK USA, NATIONAL ASSOCIATION,

PNC BANK, NATIONAL ASSOCIATION

and

THE BANK OF NOVA SCOTIA,

as Documentation Agents

WELLS FARGO SECURITIES, LLC,

BOFA SECURITIES, INC.,

GOLDMAN SACHS BANK USA

and

JPMORGAN CHASE BANK, N.A.,

as Joint Lead Arrangers and Joint Bookrunners

15286217v3

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TABLE OF CONTENTS

Page

1.1Definitions1

1.2Other Definitions and Provisions30

1.3References to Agreement and Laws30

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AMPCO-PITTSBURGH CORPORATION

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

Adopted by the Board of Directors on May 1, 2022, upon recommendation of the Compensation Committee, and last amended on May 8, 2026

Non-employee independent members of the board of directors (the “Board”) of Ampco-Pittsburgh Corporation, a Pennsylvania corporation (the “Company”) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Policy (this “Policy”). The cash and equity compensation described in this Policy shall be paid or be made, as applicable, automatically and without further action of the Board, to each member of the Board who (a) is not an employee of the Company or any parent or subsidiary of the Company (each, a “Non-Employee Director”) who may be eligible to receive such cash or equity compensation, unless such Non-Employee Director declines the receipt of such cash or equity compensation by written notice to the Company. This Policy shall become effective on May 1, 2022(the “Effective Date”) and shall remain in effect until it is revised or rescinded by further action of the Board. This Policy may be amended, modified or terminated by the Board at any time in its sole discretion. The terms and conditions of this Policy shall supersede any prior cash and/or equity compensation arrangements for service as a member of the Board between the Company and any of its Non-Employee Directors and between any subsidiary of the Company and any of its non-employee directors.

1.

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May 9, 2025

Ms. Rehka Singh

Dear Rehka,

We are thrilled to extend you an offer to join Aura Sub, LLC (“Aura” or “the Company”). All the details you’ll need are below. If you have any questions at all, don’t hesitate to ask.

Offer Details:

Job Title: Chief Technology Officer

Reporting To: Hari Ravichandran, CEO

Annual Base Salary: $500,000, less applicable withholdings and deductions

Annual Target Bonus: $250,000, less applicable withholdings and deductions

Equity: 500,000 Stock Options

Start Date: June 16, 2025

Employment Type: Full Time

FLSA Status: Exempt - as a salaried exempt employee, you are not eligible for overtime pay.

Office Location: Boston

You will be eligible to participate in an annual bonus plan (“Bonus Plan”) pursuant to its terms as determined by the Company from time to time. The Company will review its performance and your individual performance to determine your eligibility for a bonus under such plan, if any (“Bonus”). Your annual target Bonus opportunity as a percentage of your base pay is 50%; your manager will discuss the details of the Bonus Plan with you following your start date. Any Bonus (and its amount, if a Bonus is paid) and other terms of your participation in any such bonus plan are fully discretionary. Executive management reserves the right to terminate or modify its bonus plans at any time in its sole discretion. If your start date is on or before September 30 of the current calendar year, your Bonus will be prorated for the year you were employed at the Company in a Bonus eligible position. If your start date is after

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January 29, 2025

Mr. Thomas Clayton

17915 Foster Road

Los Gatos, CA 95030

Dear Tom,

We are thrilled to extend you an offer to join Aura Sub, LLC (“Aura” or “the Company”). All the details you’ll need are below. If you have any questions at all, don’t hesitate to ask.

Offer Details:

Job Title: President & Chief Operating Officer

Reporting To: Hari Ravichandran

Annual Base Salary: $500,000 less applicable withholdings and deductions.

Start Date: March 1, 2025

Employment Type: Full Time

FLSA Status: Exempt - as a salaried exempt employee, you are not eligible for overtime pay.

Office Location: Remote

You will be eligible to participate in an annual bonus plan (“Bonus Plan”) pursuant to its terms as determined by the Company from time to time. The Company will review its performance and your individual performance to determine your eligibility for a bonus under such plan, if any (“Bonus”). Your annual target Bonus opportunity as a percentage of your base pay is 50% that will be paid out quarterly, your manager will discuss the details of the Bonus Plan with you following your start date. Any Bonus (and its amount, if a Bonus is paid) and other terms of your participation in any such bonus plan are fully discretionary. Executive management reserves the right to terminate or modify its bonus plans at any time in its sole discretion. If your start date is on or before September 30 of the current calendar year, your Bonus will be prorated for the year you were employed at the Company in a Bonus eligible position. If your start date is after September 30, you won’t be

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EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (the “Agreement”), made and entered into as of this 11th day of March 2025 by and between Aura Consolidated Group, Inc. and Hari Ravichandran (the “Executive”) (collectively, the “Parties”).

W I T N E S S E T H:

WHEREAS, the Executive was party to an employment agreement with WC SACD One, Inc. dated January 2019 (the “Prior Agreement”), which was assumed by Aura Group, Inc.,

WHEREAS, Aura Group, Inc. spun off Aura Consolidated Group, Inc. (the “Company” or “Aura Consolidated”) to its shareholders in May 2024 and changed its name to Pango Group, Inc. (“Pango”),

WHEREAS, the Parties desire that the Executive lead the Company and its subsidiaries as their principal executive officer, and Executive desires to use his skill, experience, and judgment to lead the Company and its subsidiaries, on the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt of which is mutually acknowledged, the Parties agree as follows:

1.    DEFINITIONS.

As used in this Agreement, capitalized terms shall have the meanings set forth in this Agreement. The following capitalized terms shall have the following meanings:

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AURA CONSOLIDATED GROUP, INC.

2026 INCENTIVE AWARD PLAN

ARTICLE I.

PURPOSE

The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities.

ARTICLE II.

DEFINITIONS

As used in the Plan, the following words and phrases have the meanings specified below, unless the context clearly indicates otherwise:

2.1    “Administrator” means the Board or a Committee to the extent that the Board’s powers or authority under the Plan have been delegated to such Committee. With reference to the Board’s or a Committee’s powers or authority under the Plan that have been delegated to one or more officers pursuant to Section 4.2, the term “Administrator” shall refer to such officer(s) unless and until such delegation has been revoked.

2.2    “Applicable Law” means any applicable law, including without limitation: (a) provisions of the Code, ASX Listing Rules, the Securities Act, the Exchange Act and any rules or regulations thereunder; (b) corporate, securities, tax or other laws, statutes, rules, requirements or regulations, whether U.S. or non-U.S. federal, state or local; and (c) rules of any securities exchange or automated quotation system on which the Shares or CDIs are listed, quoted or traded.

2.3    “ASX” means the Australian Securities Exchange.

2.4    “ASX Listing Rules” means the official listing rules of the ASX as they apply to the Company from time to time.

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Aura Consolidated Group, Inc

Employee Replacement Incentive Securities Plan

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Table of Contents

Clause								Page No

1.							Definitions and interpretation	1
1.1							Definitions	1
1.2							Interpretation	6
1.3							Inconsistencies	7
1.4							Income Tax Assessment Act	8
1.5							Construed against a party	8
1.6							Applicable Law	8
1.7							Rounding	8
1.8							Constituent Documents	8

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AuraConsolidatedGroup,Inc.

2024EquityIncentivePlan

(AdoptedasofMay30,2024asAmendedMay23,2026)

1.    PURPOSE.The Aura Consolidated Group, Inc. 2024 Equity Incentive Plan (the “2024 Plan” or “Plan”), is intended to provide incentives which will attract and retain highly competent persons as officers, directors, key employees and independent contractors of Aura Consolidated Group, Inc. (“Company”) and its subsidiaries, by providing them opportunities to acquire shares of common stock of the Company (“Common Stock”) or to receive monetary payments based on the value of such shares pursuant to the Awards (as defined below) described herein. InthisPlan, forso longas theCompanyhas alistingontheAustralian Securities Exchange (“ASX”) references to “Common Stock” include the CHESS Depository Interests of the Company corresponding to shares of the Company that are traded on the ASX (or any other stock exchange based in Australia) (“CDIs”).

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INDEMNIFICATION AND ADVANCEMENT AGREEMENT

This Indemnification and Advancement Agreement (“Agreement”) is made as of [_____], 20[__] by and between Aura Consolidated Group, Inc., a Delaware corporation (the “Company”), and [_____] (the “Indemnitee”), a member of the Board of Directors of the Company. This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering indemnification and advancement of expenses.

RECITALS

WHEREAS, the Board of Directors of the Company (the “Board”) believes that 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 and advancement of expenses against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

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LEASE AGREEMENT

BY AND BETWEEN

LIBERTY WHARF, LLC

AND

WC SACD HOLDINGS, INC.

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TABLE OF CONTENTS

ARTICLE I BASIC LEASE INFORMATION					1
ARTICLE II LEASE AND TERM					5
ARTICLE III CONDITION OF PREMISES; POSSESSION.					7
ARTICLE IV RENT.					8
ARTICLE V COMPLIANCE WITH LAWS; USE.					13
ARTICLE VI SECURITY DEPOSIT.					19
ARTICLE VII UTILITIES AND SERVICES.					20
ARTICLE VIII LEASEHOLD IMPROVEMENTS.					21
ARTICLE IX REPAIRS AND ALTERATIONS.					21

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