Browse EX-10 agreements

** **

Exhibit 10.5

** **

CONSULTING AGREEMENT

** **

THIS CONSULTING AGREEMENT(this “Agreement”) is made this 1st day of July 2026, by and between Nu-Med Plus, Inc., a Utah corporation (the “Company”), and Keith Merrell, an individual (the “Consultant”) (each of the Company, Consultant, and CFO are referred to herein as a “Party”, and collectively referred to herein as the “Parties”).

** **

WITNESSETH:

** **

WHEREAS, the Company desires to obtain the services of Consultant, and Consultant desires to provide consulting services to the Company upon the terms and conditions hereinafter set forth.

WHEREAS, the Consultant will direct the CFO to provide the services of Chief Financial Officer to the Company throughout the term in order to fulfil its obligations hereunder.

** **

NOW, THEREFORE, in consideration of the premises, the agreements herein contained and other good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as of the Effective Date as follows:

** **

…

---

Exhibit 10.2

** **

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of the ___ day of July, 2026 by and among Nu-Med Plus, Inc., a Utah corporation (the “Company”), and the persons executing this Agreement listed on the signature page hereto under the heading “Series A Shareholders” (each, a “Series A Shareholder” and collectively, the “Series A Shareholders”).

This Agreement is made pursuant to the Share Exchange Agreement, dated as of even date herewith, between the Company and the Series A Shareholders (the “Share Exchange Agreement”).

The Company and the Series A Shareholders hereby agree as follows:

1. Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Share Exchange Agreement shall have the meanings given such terms in the Share Exchange Agreement.** **As used in this Agreement, the following terms shall have the following meanings:

…

---

Exhibit 10.3

** **

VOTING AGREEMENT

** **

THIS VOTING AGREEMENT, dated July 9, 2026 and effective July 8, 2026 (the “Effective Date”) (this “Agreement”), is made by and among the person(s) executing this Agreement listed on the signature page hereto under the heading “Avid Gold Stockholders” (referred to as the “Avid Gold Stockholders”), and stockholders of Nu-Med Plus., Inc., a Utah corporation (the “Company”) who execute this Agreement (collectively, the “Majority Stockholders”).

** **

RECITALS

** **

WHEREAS, as a required term and condition of that certain share exchange agreement (the “Exchange Agreement”), by and between the Company, Avid Gold Ltd, a limited company registered under the laws of England and Wales (“Avid Gold”), and the Avid Gold Stockholders, is that the Majority Stockholders enter into this Agreement; and

** **

…

**Amendment No. 1 to the Team, Inc. **

**Corporate Executive Officer Compensation and Benefits Continuation Policy **

THIS AMENDMENT NO. 1 to the Team, Inc. Corporate Executive Officer Compensation and Benefits Continuation Policy as amended and restated February 9, 2022 (the “Policy”) is approved by the Board of Directors of Team, Inc., a corporation organized under the laws of Delaware (the “Company”), effective as of July 7, 2026.

WHEREAS, the Company previously established the Policy; and

WHEREAS, the Company now desires to amend the Policy to reduce the benefits payable for a Separation from Service or a Termination of Employment related to a Change in Control, as those terms are defined in the Policy.

NOW, THEREFORE, the Policy is hereby amended, as follows:

All references in Section III of the Policy to time periods of longer than 24 months for supplemental salary payments or supplemental compensation are hereby replaced with a time period of 24 months.

…

SIXTEENTH AMENDMENT TO THE

2017 STOCK INCENTIVE PLAN

OF

APNIMED, INC.

June 24, 2025

This Sixteenth Amendment to the 2017 Stock Incentive Plan (the “Plan”) of Apnimed, Inc., a Delaware corporation (the “Company”) is made pursuant to Section 11(d) of the Plan as of the date first written above.

Recitals:

WHEREAS, the Board of Directors and stockholders of the Company have determined that it is in the best interest of the Company and its shareholders to increase the number of authorized shares available under the Plan.

NOW THEREFORE, Section 4(a) titled “Stock Available for Awards” is hereby amended as follows:

…

THIRD AMENDMENT TO THE

2017 STOCK INCENTIVE PLAN

OF

APNIMED, INC.

March 31, 2020

This Third Amendment to the 2017 Stock Incentive Plan (the “Plan”) of Apnimed, Inc., a Delaware corporation (the “Company”) is made pursuant to Section 11(d) of the Plan as of the date first written above.

Recitals:

WHEREAS, the Board of Directors and stockholders of the Company have determined that it is in the best interest of the Company and its shareholders to increase the number of authorized shares available under the Plan.

NOW THEREFORE, Section 4(a) titled “Stock Available for Awards” is hereby amended as follows:

…

TWENTY- THIRD AMENDMENT TO THE

2017 STOCK INCENTIVE PLAN

OF

APNIMED, INC.

June 30, 2026

This Twenty-Third Amendment to the 2017 Stock Incentive Plan (the “Plan”) of Apnimed, Inc., a Delaware corporation (the “Company”) is made pursuant to Section 11(d) of the Plan as of the date first written above.

Recitals:

WHEREAS, the Board of Directors and stockholders of the Company have determined that it is in the best interest of the Company and its stockholders to increase the number of authorized shares available under the Plan.

NOW THEREFORE, Section 4(a) titled “Stock Available for Awards” is hereby amended as follows:

…

NINTH AMENDMENT TO THE

2017 STOCK INCENTIVE PLAN

OF

APNIMED, INC.

September 19, 2023

This Ninth Amendment to the 2017 Stock Incentive Plan (the “Plan”) of Apnimed, Inc., a Delaware corporation (the “Company”) is made pursuant to Section 11(d) of the Plan as of the date first written above.

Recitals:

WHEREAS, the Board of Directors and stockholders of the Company have determined that it is in the best interest of the Company and its shareholders to increase the number of authorized shares available under the Plan.

NOW THEREFORE, Section 4(a) titled “Stock Available for Awards” is hereby amended as follows:

…

AMENDMENT NO. 1 TO

AMENDED AND RESTATED EXCLUSIVE PATENT LICENSE AGREEMENT

This Amendment No. 1 to Amended and Restated Exclusive Patent License Agreement (this “Amendment”) is made this 27 day of July 2023 (“Amendment Effective Date”) by and between Apnimed, Inc., a Delaware corporation, having a principal place of business at 20 Holyoke Street, Cambridge, MA 02138 (“Company”) and The Brigham and Women’s Hospital, Inc., a not-for-profit Massachusetts corporation, with a principal place of business at 75 Francis Street, Boston, Massachusetts 02115 (“Hospital”), each referred to herein individually as a “Party” and collectively as the “Parties.”

BACKGROUND

Company and Hospital are parties to an Amended and Restated Exclusive Patent License Agreement (BWH Agreement No. 2020-3640) dated December 29, 2020 (the “Agreement”). The Parties desire to amend the Agreement as set forth in this Amendment.

AGREEMENT

NOW, THEREFORE, in consideration of the promises and covenants set forth in this Amendment, the sufficiency of which is acknowledged, Company and Hospital agree as follows:

…

FOURTEENTH AMENDMENT TO THE

2017 STOCK INCENTIVE PLAN

OF

APNIMED, INC.

December 30, 2024

This Fourteenth Amendment to the 2017 Stock Incentive Plan (the “Plan”) of Apnimed, Inc., a Delaware corporation (the “Company”) is made pursuant to Section 11 (d) of the Plan as of the date first written above.

Recitals:

WHEREAS, the Board of Directors and stockholders of the Company have determined that it is in the best interest of the Company and its shareholders to increase the number of authorized shares available under the Plan.

NOW THEREFORE, Section 4(a) titled “Stock Available for Awards” is hereby amended as follows:

…

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is by and between Apnimed, Inc. (the “Company”) and Dennis Molnar (the “Executive”).

WHEREAS, the Company wishes to continue to employ Executive and Executive wishes to continue be employed by the Company under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1. Employment.

1.1 At-Will Employment. The Executive’s employment under this Agreement shall be “at will” and the period of Executive’s employment under this Agreement shall constitute the “Term.”This Agreement and the Term shall be subject to termination in accordance with Section 4hereof.

…

MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT

BY AND AMONG

APNIMED, INC.,

SHIONOGI & CO., LTD.

AND

SHIONOGI-APNIMED SLEEP SCIENCES, LLC

Dated March 23, 2026

---

CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***],

HAS BEEN OMITTED BECAUSE IT IS NOTH NOT MATERIAL AND IS THE TYPE

THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

TABLE OF CONTENTS

		Page

…