Browse EX-10 agreements

DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT

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This Director and Officer Indemnification Agreement, dated as of [●], 2026, is made by BOXABL Inc., a Texas corporation (the “Company”), for the benefit of [DIRECTOR/OFFICER] (the “Indemnitee”).

RECITALS

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WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or 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 the corporation;

WHEREAS, the Board of Directors of the Company (the “Board”) have determined that, in order to attract and retain qualified individuals to serve as officers and members of the Board, the Company should act to assure such persons that there will be adequate protection through adequate indemnification against inordinate risks of claims and actions against them arising out of their service on behalf of the Company;

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LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of July 17, 2026, by and between the undersigned (the “Holders”) and FG Merger II Corp., a Nevada corporation (“Acquiror” and, following the Mergers, the “Surviving Pubco”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Business Combination Agreement (as defined below).

BACKGROUND

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LOCK-UP AGREEMENT

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THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of July 17, 2026, by and between the undersigned (the “Holder”) and FG Merger II Corp., a Nevada corporation (“Acquiror” and, following the Mergers, the “Surviving Pubco”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Business Combination Agreement (as defined below).

BACKGROUND

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**BOXABL INC. **

2026 OMNIBUS INCENTIVE PLAN

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Section 1. General.

The purposes of the BOXABL Inc. 2026 Omnibus Incentive Plan (the “Plan”) are to: (a) encourage the profitability and growth of the Company through short-term and long-term incentives that are consistent with the Company’s objectives; (b) give Participants an incentive for excellence in individual performance; (c) promote teamwork among Participants; and (d) give the Company a significant advantage in attracting and retaining key Employees, Directors and Consultants. To accomplish such purposes, the Plan provides that the Company may grant (i) Options, (ii) Stock Appreciation Rights, (iii) Restricted Stock, (iv) Restricted Stock Units, (v) Performance-Based Awards (including performance-based Restricted Stock and Restricted Stock Units), (vi) Other Share-Based Awards, (vii) Other Cash-Based Awards or (viii) any combination of the foregoing.

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Section 2. Definitions.

For purposes of the Plan, the following terms shall be defined as set forth below:

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***EMPLOYMENT AGREEMENT ***

This **EMPLOYMENT AGREEMENT *****(“Agreement”) ***is dated as of October 17, 2024 (the ***“Commencement Date”) ***by and between Hypergiant Industries Inc. (the ***“Company”), ***and Tim Paulin (the ***“Employee”) ***(each individually a ***“Party” ***and collectively the “Parties”).

**WHEREAS, **Employee and the Company desire to enter into this Agreement, and Employee is willing to continue Employee’s employment on the terms hereinafter set forth in this Agreement.

**NOW, THEREFORE, **the Parties hereby agree as follows:

§ 1. **EMPLOYMENT. **The Company hereby employs Employee as Chief Financial Officer of the Company and Accelint or in any other role to which Employee may be assigned from time to time, and Employee hereby accepts employment, upon the terms and subject to the conditions hereinafter set forth.

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December 19, 2025

***BY ELECTRONIC DELIVERY ***

	Re:	Transaction Bonus

Dear Matt:

Vitesse Systems Parent LLC (the “Company”) is pleased to inform you that in recognition of your contributions to the Company and to its direct and indirect parents and subsidiaries (collectively, the “Company Group”) and, you are eligible to receive a special one-time bonus in the amount of $800,000.00 (the “Transaction Bonus”), subject to and in accordance with the terms of this letter agreement (this “Agreement”). Capitalized terms not otherwise defined herein have the meanings ascribed to such term in the Amended and Restated Limited Liability Company Agreement of TCFII NHT LLC (the “Parent”), dated as of December 26, 2018, as may be amended, restated, supplemented or otherwise modified from time to time (the “Parent LLCA”).

**Transaction Bonus **

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January 15, 2020

Matthew Alty

Dear Matt:

We are pleased to offer you the position of Chief Executive Officer with Nevada Heat Treating, LLC, dba California Brazing (“California Brazing” or the “Company”) with an anticipated start date of [May 1, 2020]. If you accept the terms of this offer, your position initially will be based in Newark, California. The expectation is that you will commute to be on-site at the Newark, CA facility at least three business days a week. Your initial job responsibilities will be those outlined in your discussions with representatives of the Company; however, your title, duties, responsibilities and reporting structure may change as needs dictate, in the sole discretion of the Company’s representatives.

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***INDEMNIFICATION AND ADVANCEMENT AGREEMENT ***

This Indemnification and Advancement Agreement (“Agreement”) is made as of July , 2026 (the “Effective Date”) by and between Lyntris Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). 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 risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

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***Execution Version ***

***EMPLOYMENT AGREEMENT ***

This **EMPLOYMENT AGREEMENT **(“Agreement”) is dated as of August 14, 2025 (the “Commencement Date”) by and between Systems Innovation Engineering LLC (the “Company”), and Brian Morrison (the “Employee”) (each individually a “Party” and collectively the “Parties”).

WHEREAS, Employee and the Company desire to enter into this Agreement, and Employee is willing to begin Employee’s employment on the terms hereinafter set forth in this Agreement.

NOW, THEREFORE, the Parties hereby agree as follows:

§1. EMPLOYMENT.** **The Company hereby employs Employee as Chief Executive Officer of the Company and Chief Executive Officer of the Company’s ultimate parent, Accelint Holdings LLC (“Accelint”) or in any other commensurate role to which Employee may be assigned from time to time, and Employee hereby accepts employment, upon the terms and subject to the conditions hereinafter set forth.

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AMENDED AND RESTATED

ASSET PURCHASE AGREEMENT

by and between SNBR Inc., as Purchaser,

Sleep Number Corporation, as Seller,

and

Sleep Country Canada Inc.

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(for purpose of Section 10.21 only)

Dated as of July 18, 2026

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TABLE OF CONTENTS

Page

ARTICLE 1 DEFINED TERMS	2

1.1	Defined Terms	2
1.2	Other Definitional and Interpretive Matters	22

ARTICLE 2 THE PURCHASE AND SALE; CLOSING	25

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Amendment No. 5 to Credit Agreement and Reaffirmation of Performance Guaranty

This Amendment No. 5 to Credit Agreementand Reaffirmation of Performance guaranty (this “Amendment”) is entered into as of June 25, 2026, by and among OnDeck Receivables2022, LLC, a Delaware limited liability company, as company (“Company”), the lenders from time to time parties hereto (the “Lenders”), BMO Capital Markets Corp., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent for the Secured Parties and Enova International, Inc., as performance guarantor (the “Performance Guarantor”).

Recitals

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ARQ, INC.

2026 OMNIBUS INCENTIVE PLAN

GRANT NOTICE FOR

RESTRICTED STOCK UNIT AWARD

FOR GOOD AND VALUABLE CONSIDERATION, Arq, Inc. (the “Company”), hereby grants to Participant named below the number of Restricted Stock Units (the “RSUs”) specified below (the “Award”) under the Arq, Inc. 2026 Omnibus Incentive Plan (the “Plan”). Each RSU represents the right to receive one share of common stock, par value $0.001 per share, of the Company (the “Common Stock”) upon the terms and subject to the conditions set forth in this Grant Notice and the Standard Terms and Conditions (the “Standard Terms and Conditions”) attached hereto as Exhibit A. This Award is granted pursuant to the plan and is subject to and qualified in its entirety by the Standard Terms and Conditions. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan.

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