Browse EX-10 agreements

August 1, 2025

Peter Sachse
Via E-mail: [***]

Dear Peter,

It is a pleasure to confirm your appointment to the position of Executive Chairman of the Board of Directors (the “Board”) of Tailored Brands, Inc., a Delaware corporation (the “Company”) effective as of August 5, 2025 (the “Effective Date”).

The Company is pleased to confirm the following terms of your appointment as Executive Chairman of the Board.

| |

…

EXECUTION VERSION

FIFTH AMENDMENT TO CREDIT AGREEMENT

This FIFTH AMENDMENT TO CREDIT AGREEMENT, dated as of March 31, 2023 (this “Amendment”), is entered into by and among (a) THE MEN’S WEARHOUSE, LLC, a Texas limited liability company (the “Company”), (b) each of the other U.S. Subsidiary Borrowers signatory hereto (together with the Company, the “U.S. Borrowers”), (c) MOORES THE SUIT PEOPLE CORP., a Nova Scotia unlimited company (the “Canadian Borrower” and, together with the U.S. Borrowers, the “Borrowers”), (d) **TAILORED BRANDS, INC. **(f/k/a New TMW Topco Inc.), a Delaware corporation (“Tailored Brands”), and NEW TMW MIDCO LLC, a Delaware limited liability company (“TMW MidCo”, and collectively with Tailored Brands, the “Holdco Guarantors”), (e) the other Loan Parties (as defined in the Credit Agreement referred to below) signatory hereto, (f) the Lenders (as defined in the Credit Agreement) signatory hereto, (g) JPMORGAN CHASE BANK, N.A., as Administrative Agent (as defined in the Credit Agreement), and (h) **JPMORGAN CHASE BANK, N

…

November 10, 2025

Michael Baughn

[***]

Re: Offer of Employment

Dear Michael,

On behalf of Tailored Shared Services, LLC (“we,” “us,” or “the Company”), I am pleased to offer you the position of Executive Vice President and Chief Financial Officer, reporting to me. We are excited to have you join us, and this letter will outline the basic terms and conditions of the position offered.

Your planned start date will be December 1, 2025 (or a date mutually agreed upon), at the pay rate of $700,000 per year.

You are eligible to participate in the Company’s Annual Incentive Plan (“AIP”) with an annual incentive target of 75% of your base salary. Because the bonus is an incentive for continued employment and used as a retention tool, you must be employed by the Company as of the date the bonus is paid to earn any portion of the bonus. The AIP, if earned, is generally paid in April of the following fiscal year. The bonus amount will be subject to taxes and withholdings. Your eligibility in AIP will begin in the next fiscal year, which begins February 1, 2026.

…

TAILORED BRANDS, INC. 2025 DIRECTOR EQUITY PLAN

Restricted Stock Unit Award Notice – For [Name]

Tailored Brands, Inc., a Delaware corporation (the “Company”), has granted to you an Award of Restricted Stock Units pursuant to the terms and conditions of the Tailored Brands, Inc. 2025 Director Equity Plan (as may be amended or restated from time to time) (the “Plan”) and the Restricted Stock Unit Award Agreement, attached hereto (the “Agreement”). Capitalized terms not defined in this notice (the “Notice”) shall have the meanings specified in the Plan or the Agreement, as applicable. The grant of the Award hereunder is discretionary, and this grant is not a promise or commitment to grant additional Awards at any later date.

…

Execution Version

CREDIT AGREEMENT

dated as of January 28, 2026,

by and among

NEW TMW LLC,
as Initial Holdings,

THE MEN’S WEARHOUSE, LLC,
as the Borrower,

TAILORED BRANDS, INC.

and

NEW TMW MIDCO LLC,

as Holdco Guarantors,

The Lenders Party Hereto,

and

GOLDMAN SACHS BANK USA,
as Administrative Agent and Collateral Agent,

GOLDMAN SACHS BANK USA

and

JPMORGAN CHASE BANK, N.A.,

as Lead Arrangers

BOFA SECURITIES, INC.,

BARCLAYS BANK PLC,

JEFFERIES FINANCE LLC,

MORGAN STANLEY SENIOR FUNDING, INC.

and

WELLS FARGO SECURITIES, LLC,

as Arrangers and Bookrunners

TABLE OF CONTENTS

…

TAILORED BRANDS, INC.

AMENDED AND RESTATED 2021 EQUITY INCENTIVE PLAN

I INTRODUCTION

1.1 Purposes. The purposes of the Tailored Brands, Inc. Amended and Restated 2021 Equity Incentive Plan (this “Plan”) are (i) to align the interests of the Company’s stockholders and the recipients of awards under this Plan by increasing the proprietary interest of such recipients in the Company’s growth and success, (ii) to advance the interests of the Company by attracting and retaining highly qualified officers and employees and (iii) to motivate such persons to act in the long-term best interests of the Company and its stockholders.

1.2 Certain Definitions.

“Agreement” shall mean the written or electronic agreement evidencing an award hereunder between the Company and the recipient of such award.

“Board” shall mean the Board of Directors of the Company.

…

October 4, 2021

Brandy Richardson

[***]

Re: Offer of Employment

Dear Brandy,

On behalf of Tailored Shared Services, LLC (“we,” “us,” or “the Company”), I am pleased to offer you the position of Executive Vice President & Chief Financial Officer. We are excited to have you join us, and this letter will outline the basic terms and conditions of the position offered.

Your start date will be November 1, 2021 (or a date mutually agreed upon), at the base pay rate of $650,000 per year. Your direct manager will be Bob Hull, Co-Chief Executive Officer.

…

TAILORED BRANDS, INC. 2024 EQUITY INCENTIVE PLAN

Restricted Stock Unit Award Notice – John Tighe

Tailored Brands, Inc., a Delaware corporation (the “Company”), has granted to you a Restricted Stock Unit Award pursuant to the terms and conditions of the Tailored Brands, Inc. 2024 Equity Incentive Plan (as may be amended or restated from time to time) (the “Plan”) and the Restricted Stock Unit Award Agreement, attached hereto (the “Agreement”). Capitalized terms not defined in this notice (the “Notice”) shall have the meanings specified in the Plan or the Agreement, as applicable. The grant of the Award hereunder is discretionary, and this grant is not a promise or commitment to grant additional Awards at any later date.

	Grant Date:	August 5, 2025, conditioned on your employment on such date.

…

TAILORED BRANDS, INC. AMENDED AND RESTATED 2021 EQUITY INCENTIVE
PLAN

Restricted Stock Unit Award Notice – For Name

Tailored Brands, Inc., a Delaware corporation (the “Company”), has granted to you a Restricted Stock Unit Award pursuant to the terms and conditions of the Tailored Brands, Inc. Amended and Restated 2021 Equity Incentive Plan (as may be amended or restated from time to time) (the “Plan”) and the Restricted Stock Unit Award Agreement, attached hereto (the “Agreement”). Capitalized terms not defined in this notice (the “Notice”) shall have the meanings specified in the Plan or the Agreement, as applicable. The grant of the Award hereunder is discretionary, and this grant is not a promise or commitment to grant additional Awards at any later date.

…

SOFTWARE PURCHASE AGREEMENT

This Software Purchase Agreement (the “Agreement”) is entered into as of April 15, 2026, by and between:

Jaovi Inc., a corporation organized under the laws of the State of Wyoming, with its principal office at Coopemangle Los Delfines Casa 94, Puerto Cortes de Osa, Puntarenas, 60504, Costa Rica (“Buyer”),

and

ProArea OÜ, a company organized under the laws of Estonia, with its registered address at Harju maakond, Tallinn, Kesklinna linnaosa, Kaupmehe tn 7-120, 10114 Estonia (“Seller”).

Buyer and Seller may be referred to individually as a “Party” and collectively as the “Parties.”

1.    PURCHASE AND SALE

Seller agrees to sell, assign, and transfer to Buyer, and Buyer agrees to purchase from Seller, all rights, title, and interest in and to the software described in Section 2 (the “Software”), subject to the terms and conditions of this Agreement.

2.    DESCRIPTION OF SOFTWARE

The Software consists of a cloud-based project management and team collaboration platform, including but not limited to:

…

SUBSCRIPTION AGREEMENT

** **

This Subscription Agreement (“Agreement”) is entered into by and between Jaovi Inc., a Wyoming corporation (the “Company”), and the undersigned subscriber (the “Subscriber”).

The Subscriber hereby subscribes to purchase shares of common stock of the Company pursuant to the terms of the Company’s Prospectus and agrees as follows:

I. Subscription

**

The Subscriber hereby agrees to subscribe for and purchase shares of the Company’s common stock pursuant to the terms and conditions set forth in this Agreement and the Company’s Prospectus.

The purchase price of the Company’s common stock is $0.0001 per share.

The number of shares subscribed for and the total subscription amount shall be set forth in the Subscriber Information section of this Agreement.

II. Payment

Payment for the subscribed shares has been paid in full to the Company in cash, payable to Jaovi Inc. The subscription funds shall be delivered together with this executed Subscription Agreement.

III. Acceptance of Subscription

…

CONSULTING AGREEMENT

This Consulting Agreement (“Agreement”) is entered into as of May 1, 2026 (the “Effective Date”), by and between:

Jaovi Inc., a Wyoming corporation, with its principal executive office located at Coopemangle Los Delfines Casa 94, Puerto Cortes de Osa, Puntarenas, 60504, Costa Rica (the “Company”),

and

Jorge Alberto Oviedo Mora, an individual residing at Coopemangle Los Delfines Casa 94, Puerto Cortes de Osa, Puntarenas, 60504, Costa Rica (the “Consultant”).

The Company and Consultant may each be referred to herein individually as a “Party” and collectively as the “Parties.”

I. Services

Consultant agrees to provide consulting, operational, business development, administrative, and strategic advisory services to the Company in connection with the development, management, and expansion of the Jaovi platform and the Company’s business operations (the “Services”).

Such Services may include, without limitation:

…