Form 8-K

8-K — HeartSciences Inc.

Accession: 0001213900-26-077218

Filed: 2026-07-10

Period: 2026-07-07

CIK: 0001468492

SIC: 3842 (ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES)

Item: Unregistered Sales of Equity Securities

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — ea0297481-8k_heartsci.htm (Primary)

EX-10.1 — AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT, DATED AS OF JULY 7, 2026, BETWEEN HEARTSCIENCES AND DANIELLE WATSON (ea029748101ex10-1.htm)

EX-10.2 — RESTRICTED STOCK UNITS NOTICE OF GRANT AND RESTRICTED STOCK UNITS AGREEMENT, DATED AS OF JULY 7, 2026, BETWEEN HEARTSCIENCES AND DANIELLE WATSON (ea029748101ex10-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0297481-8k_heartsci.htm · Sequence: 1

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 7, 2026

HEARTSCIENCES INC.

(Exact name of Registrant as Specified in Its Charter)

Texas

001-41422

26-1344466

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

550 Reserve Street, Suite 360

Southlake, Texas

76092

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area

Code: (682) 237-7781

(Former Name or Former Address, if Changed Since

Last Report)

Check the appropriate box below if the Form 8-K filing

is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

HSCS

The Nasdaq Stock Market LLC

Warrants

HSCSW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an

emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark

if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards

provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02 Unregistered Sales of Equity Securities

The disclosure

required by this Item is included in Item 5.02 of this Current Report on Form 8-K (this “Current Report”) and is incorporated

herein by reference. Based in part upon the representations of the applicable officers and directors of HeartSciences Inc., a Texas corporation

(“HeartSciences” or “Parent”), the offering and issuance of the Equity Award (as defined below),

will be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”),

and/or Rule 506(b) of Regulation D promulgated thereunder, and applicable state securities laws.

Item 5.02 Departure of

Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 23, 2026, HeartSciences,

Fortitude Mining Holdings, Inc., a Delaware corporation (“Seller”), Fortitude Mining HoldCo, LLC, a Delaware limited

liability company and a direct wholly-owned subsidiary of Seller (“Fortitude”), and Cordis Acquisition, LLC, a Delaware

limited liability company and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), entered into an Agreement

and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides that, subject to the satisfaction or waiver

of the conditions set forth in the Merger Agreement, at the effective time of the Merger, Merger Sub will merge with and into Fortitude,

with Fortitude surviving the merger (the “Merger”) with HeartSciences thereby becoming the sole managing member of

the surviving company following the consummation of the transactions contemplated by the Merger Agreement (such transactions, the “Transactions”

and such consummation, the “Closing”).

In connection

with the Transactions, on July 7, 2026, HeartSciences entered into an amendment (the “Watson EA Amendment”) to the

Employment Agreement, dated as of October 15, 2021 (the “Watson Employment Agreement”), with Danielle Watson, HeartSciences’

current Chief Financial Officer, to provide that if Ms. Watson’s employment is terminated by HeartSciences without “Cause”

or by Ms. Watson for “Good Reason” (each as defined in the Watson EA Amendment), she would be entitled to (i) payment of her

accrued but unpaid base salary, accrued but unused vacation pay and unreimbursed business expenses, (ii) a severance payment equal to

six months of her then-current base salary payable in one lump sum, (iii) company-paid or reimbursed COBRA premiums for herself and her

eligible dependents for up to six months following termination (or, if earlier, until she becomes eligible for coverage under another

group health plan or ceases to be eligible for COBRA), and (iv) 100% acceleration of the vesting of any unvested equity awards granted

to her prior to the date of the Closing. Such severance payment shall be subject to Ms. Watson’s delivery to HeartSciences and timely

execution and non-revocation of a standard release of claims in favor of HeartSciences, its affiliates and their respective officers and

directors. The foregoing description of the Watson EA

Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, a copy of

which is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.

In addition,

the Watson EA Amendment provides that HeartSciences may award Ms. Watson a discretionary performance bonus (a “Performance Bonus”)

in such amount as determined by the Board of Directors of Parent (the “Board”) or the Compensation Committee thereof

(the “Compensation Committee”) in its sole discretion, payable in cash and/or shares of Parent’s common stock

(and/or restricted stock units or other equity-based awards) at the sole discretion of the Board or the Compensation Committee. Ms. Watson

will be reviewed and considered for a Performance Bonus on an annual basis, and must remain employed on the date any such Performance

Bonus is paid, subject to the Watson EA Amendment’s clawback provisions in the event of certain uncured breaches of restrictive

covenant obligations.

In addition,

in connection with the Transactions and subject to the Closing, the Compensation Committee granted an award of 25,000 restricted stock

units of Parent (the “RSUs”) to Ms. Watson (the “Equity Award”) under Parent’s 2023 Equity

Incentive Plan (as amended, modified or restated from time to time, the “Plan”). The RSUs were granted on July 7, 2026.

Each vested RSU shall be settled by delivery to Ms. Watson of one share of Parent’s common stock. The RSUs shall vest in full and

shall be settled promptly after the date on which the following conditions are satisfied: (i) occurrence of the Closing and (ii)(x) one-fourth

of the RSUs shall vest on the three-month anniversary of the date of the Closing (the “Initial Vesting Date”) and (y)

thereafter, one-fourth of the RSUs shall vest on each subsequent three-month anniversary of the Initial Vesting Date (each an “Additional

Initial Vesting Date” and together with the Initial Vesting Date, the “Vesting Dates”), such that all of

the RSUs shall fully vest on the one-year anniversary of the date of the Closing, in each case provided that Ms. Watson is continuously

employed in any capacity by the Parent or any of its subsidiaries from the date of the Closing through each applicable Vesting Date (except

as provided herein). If Ms. Watson’s employment is terminated by Parent or any of its subsidiaries without Cause, if the Watson

Employment Agreement is terminated by Parent without Cause, or if the Watson Employment Agreement is terminated by Ms. Watson for Good

Reason, then all of the unvested RSUs shall fully vest immediately as of such date of Ms. Watson’s termination of employment or

termination of the Watson Employment Agreement, as applicable; provided, however, that (A) no acceleration of vesting shall occur if Ms.

Watson’s employment is terminated for Cause, in which case any unvested RSUs shall be forfeited, and (B) if Ms. Watson voluntarily

resigns or otherwise voluntarily departs from Parent (other than as a result of any termination of the Watson Employment Agreement by

Ms. Watson for Good Reason), any unvested RSUs shall not vest. In addition, in the event of a Change of Control (as defined in the Plan)

other than as a result of the Closing, 100% of any unvested RSUs shall immediately become fully vested. The foregoing description of the

terms of the Equity Award does not purport to be complete and is qualified in its entirety by reference to the full text of the related

award agreement, a copy of which is filed as Exhibit 10.2 to this Current Report and is incorporated herein by reference.

Cautionary Note Regarding Forward-Looking Statements

This Current Report includes forward-looking

statements, which statements involve inherent risks and uncertainties. Examples of forward-looking statements, include, but are not limited

to, statements relating to the timing and completion of the Transactions and the expected management of HeartSciences.

Forward-looking statements are

not statements of historical fact, but instead represent management’s expectations, estimates, and projections regarding future

events based on certain material factors and assumptions at the time the statement was made. While considered reasonable by HeartSciences

as of the date of this Current Report, such statements are subject to known and unknown risks, uncertainties, assumptions and other factors

that may cause the actual results, level of activity, performance, or achievements to be materially different from those expressed or

implied by such forward-looking statements, including, but not limited to: the occurrence of any event, change, or other circumstances

that could give rise to the right of one or both of the parties to terminate the Merger Agreement; the possibility that the Transactions

do not close when expected or at all because the conditions to closing are not satisfied on a timely basis or at all, including the failure

to timely obtain stockholder approval for the Transactions from HeartSciences’ stockholders, if at all; and other factors that

may affect future results of Fortitude or HeartSciences. Additional factors that could cause results to differ materially from those described

above can be found in HeartSciences’ most recent annual report on Form 10-K for the fiscal year ended April 30, 2025, filed with

the U.S. Securities and Exchange Commission (the “SEC”) on July 24, 2025 (the “Annual Report”) and

other documents subsequently filed by HeartSciences with the SEC.

HeartSciences cautions investors

not to place considerable reliance on the forward-looking statements contained in this Current Report. Investors are encouraged to read

HeartSciences’ filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The

forward-looking statements in this Current Report speak only as of the date of this document, and HeartSciences undertakes no obligation

to update or revise any of these statements. HeartSciences’ business is subject to substantial risks and uncertainties, including

those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.

Additional Information and Where to Find It

HeartSciences intends to file

with the SEC a proxy statement (the “Proxy Statement”) in connection with the Transactions. The definitive Proxy Statement

and other relevant documents will be mailed to stockholders of HeartSciences as of a record date to be established for voting on the Transactions

and other matters as described in the Proxy Statement. HeartSciences will also file other documents regarding the Transactions with the

SEC. This Current Report does not contain all of the information that should be considered concerning the Transactions and is not intended

to form the basis of any investment decision or any other decision in respect of the Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT

DECISION, STOCKHOLDERS OF HEARTSCIENCES AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT,

AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN

CONNECTION WITH HEARTSCIENCES’ SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF ITS STOCKHOLDERS TO BE HELD TO APPROVE THE TRANSACTIONS

AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT HEARTSCIENCES AND

FORTITUDE AND THE TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Proxy Statement and all other

documents filed or that will be filed with the SEC by HeartSciences, without charge, once available, on the SEC’s website at www.sec.gov.

NEITHER THE SEC NOR ANY STATE

SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE

TRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS CURRENT REPORT. ANY REPRESENTATION

TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

Participants in the Solicitation

HeartSciences, Fortitude, Seller

and their respective directors, executive officers, and certain executive officers of Digital Currency Group, Inc., the sole stockholder

of Seller, may be deemed under SEC rules to be participants in the solicitation of proxies from HeartSciences’ stockholders in connection

with the Transactions. A list of the names of such persons, and information regarding their interests in the Transactions and their ownership

of HeartSciences’ securities are, or will be, contained in HeartSciences’ filings with the SEC, including HeartSciences’

Annual Report. Additional information regarding the interests of the persons who may, under SEC rules, be deemed participants in the solicitation

of proxies of HeartSciences’ stockholders in connection with the Transactions, including the names and interests of Fortitude’s

directors and executive officers, will be set forth in the Proxy Statement and other relevant materials, which are expected to be filed

by HeartSciences with the SEC when they become available. Investors and security holders may obtain free copies of these documents as

described above.

No Offer or Solicitation

The information contained in this

Current Report and the exhibits filed or furnished herewith are for informational purposes only and are not a proxy statement or solicitation

of a proxy, consent or authorization with respect to any securities or in respect of the Transactions and shall not constitute an offer

to sell or exchange, or a solicitation of an offer to buy or exchange the securities of HeartSciences, or any commodity or instrument

or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation,

sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No

offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom.

Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the

Securities Act.

Item 9.01 Financial Statements and Exhibits

(a) Exhibits

Number

Description

10.1*

Amendment No. 1 to Employment Agreement, dated as of July 7, 2026, between HeartSciences and Danielle Watson.

10.2*

Restricted Stock Units Notice of Grant and Restricted Stock Units Agreement, dated as of July 7, 2026, between HeartSciences and Danielle Watson.

104**

Cover Page Interactive Data File (embedded within the Inline XBRL document).

Filed herewith.

Furnished herewith.

SIGNATURES

Pursuant to the requirements of

the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

HEARTSCIENCES INC.

Date: July 10, 2026

By:

/s/ Andrew Simpson

Name:

Andrew Simpson

Title:

President, Chief Executive Officer and

Chairman of the Board of Directors

EX-10.1 — AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT, DATED AS OF JULY 7, 2026, BETWEEN HEARTSCIENCES AND DANIELLE WATSON

EX-10.1

Filename: ea029748101ex10-1.htm · Sequence: 2

Exhibit 10.1

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

This AMENDMENT NO. 1 TO EMPLOYMENT

AGREEMENT (this “Amendment”), dated as of July 7, 2026 and effective as of the Closing Date (as defined below), is

entered into by and between HeartSciences Inc., a Texas corporation (the “Company”), and Danielle Watson (the “Employee”).

The Company and the Employee shall collectively be referred to herein as the “Parties”. Capitalized terms used in this

Amendment but not defined herein have the meanings ascribed to them in the Employment Agreement (as defined below).

WHEREAS, the Parties have

previously entered into that certain Employment Agreement, dated as of October 15, 2021 (the “Employment Agreement”);

and

WHEREAS, the Parties now desire

to amend the Employment Agreement as set forth herein.

NOW, THEREFORE, in consideration

of the representations, warranties, covenants, agreements and conditions contained herein, and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound hereby, agree as follows:

Section 1. Amendments

to the Employment Agreement.

(a) Section

3 of the Employment Agreement is hereby amended by inserting the following text at the end of such section:

“Notwithstanding anything to the contrary in this Agreement, if the Employee’s employment is terminated by Employee for Good Reason or by the Company without Cause (other than as a result of the death or Disability of the Employee), then the Employee shall be entitled to receive, and the Company shall pay or provide to the Employee: (w) the Accrued Obligations, payable in accordance with the Company’s payroll policies, (x) the Severance Payment, subject to applicable taxes and withholdings, (y) timely payment or timely provision of the Employee’s benefits in accordance with the terms and conditions of the applicable benefit plan through the effective termination date, plus for the period beginning on the termination date and ending on the earliest to occur of (i) six (6) months thereafter, (ii) the date Employee becomes eligible for coverage under another group health plan, or (iii) the date Employee ceases to be eligible for COBRA, subject to the Employee timely electing COBRA continuation coverage, the Company shall either pay directly or promptly reimburse the Employee for the cost of COBRA continuation coverage for the Employee and any eligible dependents who were covered immediately prior to termination (the “Healthcare Continuation”); provided, that, notwithstanding the foregoing, in the event that the Company’s payment of the Healthcare Continuation would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time) or Section 105(h) of the Code, or applicable regulations or guidance issued thereunder, or any successor legislation, regulations or guidance, the Employee and the Company agree to work together in good faith, consistent with the requirements for compliance with or exemption from Section 409A, to restructure such benefit; and (z) acceleration of 100% vesting of any unvested equity awards previously granted prior to the Closing Date by the Company to the Employee, with settlement of such accelerated awards to occur in accordance with the terms of the applicable award agreement, subject to compliance with Section 409A (collectively, (w)-(z) shall be referred to as the “Severance Benefits”). The Employee’s receipt of the Severance Benefits as provided in this Agreement is subject to (A) the Employee’s timely execution and non-revocation of a release of claims in favor of the Company, its affiliates, successors and assigns and their respective officers and directors in form and substance reasonably satisfactory to the Company (the “Release”), and (B) the Employee’s continued compliance with the restrictive covenants and confidentiality obligations set forth in this Agreement and any other agreement with the Company or any affiliate of the Company; it being understood that, in addition to any other remedies available to the Company, in the event the Employee breaches any restrictive covenant, non-solicitation, or confidentiality obligation under this Agreement or any other agreement with the Company or any affiliate of the Company and does not cure such breach (if capable of being cured) within ten (10) days following the Employee’s receipt of the Company’s written notice thereof, the Employee shall promptly repay to the Company the gross amount of the Severance Payment theretofore paid to the Employee, and any unpaid portion of the Severance Benefits shall immediately cease. For purposes herein, “Severance Payment” means the aggregate of the Employee’s then effective Base Salary through and inclusive of the date that is six (6) months from the effective termination date (disregarding any reduction thereto in violation of this Agreement), payable as a one-time lump sum on the first payroll date following the date the Release becomes non-revocable; provided, that if the period during which the Release may be executed and become non-revocable begins in one calendar year and ends in the following calendar year, the Severance Payment shall not commence until the first payroll date in the second such calendar year, regardless of when the Release is actually executed. For purposes herein, the “Accrued Obligations” means any (a) accrued but unpaid Base Salary, which shall be paid on the first payroll date immediately following the effective termination date in accordance with the Company’s customary payroll procedures and subject to applicable withholding; (b) the Employee’s accrued vacation pay through and inclusive of effective termination date; and (c) except as provided herein, the Employee’s business expenses incurred in connection with the Company’s business in accordance with the Company’s policies and through and inclusive of effective termination date that have not been reimbursed by the Company as of effective termination date. For the purposes hereof, “Good Reason” means, without the Employee’s prior written consent (email shall suffice): (i) any material reduction in the Employee’s then-current Base Salary (unless other similarly situated senior executives of the Company are subject to the same or a comparable reduction) (for purposes of this Section, materiality shall be defined as a reduction of the Employee’s then-current Base Salary of 10% or more), (ii) any material breach of this Agreement by the Company, which is not cured during the cure period as provided herein, or (iii) a material reduction in the Employee’s overall duties or responsibility such that the Employee is no longer able to exercise the duties and responsibility generally associated with the position of the Chief Financial Officer of the Company; provided, however, that none of the following shall constitute Good Reason: (A) any change in duties, responsibilities, title, or reporting structure that results from or is related to the integration of the Company following the Closing, including without limitation the consolidation of corporate functions, changes in reporting relationships, or organizational restructuring; or (B) any reduction in duties or responsibilities that results from the Company becoming a subsidiary or division of another entity in connection with the Transaction. Further, notwithstanding anything to the contrary herein, no event or circumstance arising out of, or in connection with, the Closing or the transactions contemplated by the Merger Agreement or any agreement or transaction contemplated by the Merger Agreement shall constitute Good Reason for purposes of this Agreement. An event described in clauses (i) through (iii) above shall not constitute Good Reason unless the Employee has provided written notice to the Company of the circumstances constituting Good Reason within sixty (60) days of the initial occurrence of such event, the Company has had at least thirty (30) days from the date on which such notice is provided to cure such circumstances, and the Employee terminates her employment within sixty (60) days following the expiration of such cure period (or, if earlier, the Company’s written confirmation (email shall suffice) that it does not intend to cure). For the purposes hereof, “Cause” means: (i) the Employee’s conviction of a felony requiring intent under the laws of the United States or any State thereof, or the Employee entering a plea or commission of any act of fraud, moral turpitude, or dishonesty; (ii) a willful and substantial refusal by the Employee to perform the Employee’s material duties or responsibilities assigned to the Employee in accordance with the terms of this Agreement, but only if such duties or responsibilities so assigned to the Employee are not inconsistent with (1) the Employee’s position as the Chief Financial Officer of the Company, or (2) any of the Employee’s duties or responsibilities hereunder, and, in each case, excluding any such failure by reason of death, Disability, or incapacity, and subject to Employee being provided written notice of such refusal and a period of thirty (30) days following such notice to cure, to the extent capable of cure; (iii) any material violation of any written policy of the Company or violation by the Employee of reasonable instructions or policies established by the Company, in each case that is generally applicable to all employees or officers, and subject to Employee being provided written notice of such violation and a period of thirty (30) days following such notice to cure, to the extent capable of cure (provided that Employee shall not be entitled to cure under this clause (iii) more than one time in any consecutive three (3)-month period); (iv) the Employee’s willful malfeasance in the performance of her duties hereunder that has a material negative effect on the business, financial condition or business reputation of the Company, as determined by the Company in its reasonable sole discretion; or (v) the Employee engaging in acts of fraud, embezzlement, misappropriation of funds, misconduct, gross negligence, dishonesty (including, without limitation, theft), violence, threat of violence, sexual misconduct, unlawful or against the Company’s policies, harassment, as determined by the Company in its reasonable sole discretion. “Disability” means the Employee’s inability to perform her duties with the Company on a full-time basis, even with reasonable accommodation, for one hundred eighty (180) days during any period of twelve (12) consecutive months, or ninety (90) consecutive days, in each case solely as a result of incapacity due to mental or physical illness.”

(b) Section

12 of the Employment Agreement is hereby amended by inserting the following text at the end of such section:

“This Agreement is intended

to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and any applicable regulations thereunder (“Section

409A”), or an exemption thereunder and shall be construed and administered in such a manner. For purposes of Section 409A,

the Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series

of separate and distinct payments, and each payment made under this Agreement shall be designated as a separate payment within the meaning

of Section 409A. Any payments to be made under this Agreement upon a termination of employment will only be made on a “separation

from service” within the meaning of Section 409A. Notwithstanding the foregoing, if any payment or benefit provided to the Employee

in connection with a termination of employment is determined to constitute “nonqualified deferred compensation” within the

meaning of Section 409A and the Employee is determined to be a “specified employee” as defined in Section 409A(a)(2)(B)(i)

of the Code, then such payment or benefit will not be paid until the first payroll date to occur following the six-month anniversary of

such termination or, if earlier, on the Employee’s death (the “Specified Employee Payment Date”). The

aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date will be paid to the Employee

in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments will be paid without delay in accordance with

their original schedule. Notwithstanding the above, the Company makes no representation that the payments and benefits provided under

this Agreement comply with Section 409A, and the Employee acknowledges and agrees that (i) the Employee is solely responsible for any

and all obligations arising as a result of the tax consequences associated with any payment under this Agreement, including without limitation,

any taxes, interest or penalties associated with Section 409A, (ii) the Employee is not relying upon any written or oral statement or

representation the Company, any entity affiliated with the Company, or any of their respective employees, directors, officers, attorneys

or agents regarding the tax effects associated with the execution of this Agreement, and (iii) in no event will the Company be liable

for all or any portion of any such obligations that may be incurred by the Employee on account of non-compliance with Section 409A or

otherwise in connection with this Agreement or any payment under this Agreement.”

Company may award a discretionary performance bonus (a “Performance Bonus”) to the Employee in such amount as

determined by the Company’s board of directors (the “Board”) or the Compensation Committee thereof in

its sole discretion, with any such Performance Bonus, to the extent earned, payable in cash and/or in shares of the Company’s common

stock (and/or restricted stock units or other equity-based awards) at the sole discretion of the Board or the Compensation Committee thereof.

The Employee shall be reviewed and considered for a Performance Bonus on an annual basis, it being understood that the Board or the Compensation

Committee thereof shall determine in its sole discretion if the Employee shall be entitled to receive any such Performance Bonus and the

terms and conditions thereof. In order to receive a Performance Bonus, the Employee must remain employed on the date on which such bonus

is paid; provided, however, that if the Employee breaches any restrictive covenant, non-solicitation, or confidentiality obligation under

this Agreement or any other agreement with the Company and such breach is not cured (if capable of being cured) within ten (10) days following

the Employee’s receipt of the Company’s written notice thereof, no Performance Bonus shall be payable and, to the extent a

Performance Bonus has already been paid, the Employee shall promptly repay to the Company the gross amount of such Performance Bonus.

Any Performance Bonus that is payable in cash shall be paid no later than March 15 of the calendar year following the fiscal year in which

such Performance Bonus is earned, and any Performance Bonus payable in equity shall be subject to the terms of the Company’s 2023

Equity Incentive Plan (as amended, modified or restated from time to time, the “Plan”) and a separate standard

award agreement of the Company.

(d) Notwithstanding

any other provision of this Amendment, the Employment Agreement, or any other plan, arrangement or agreement to the contrary, if (1) the

Employee is a “Disqualified Individual” (as defined in Section 280G of the Internal Revenue Code of 1986, as amended, and

any applicable regulations thereunder (“Section 280G”)) and (2) any of the payments or benefits provided or

to be provided by the Company or its affiliates to Employee or for the Employee’s benefit pursuant to the terms of this Amendment,

the Employment Agreement or otherwise, individually or together with any other payments which the Employee has the right to receive from

the Company, would constitute a “parachute payment” within the meaning of Section 280G (the “Parachute Payment(s)”)

and would, but for this Section 1(d), be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision

thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such excise tax (such excise tax,

together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”),

then the total amounts received by the Employee from the Company which constitute Parachute Payments shall be reduced in a manner reasonably

determined by the Company that is consistent with the requirements of Section 409A to an amount equal, in the aggregate, to one dollar

($1.00) less than three (3) times the Employee’s base amount within the meaning of Section 280G, so that no portion of the Parachute

Payments received by the Employee shall be subject to the Excise Tax, if and only if such reduction produces a better net after-tax position

for the Employee (taking into account any applicable Excise Tax and any applicable income tax) than if the total payments owed to the

Employee were paid in full and subject to the Excise Tax (the “Best Net Cutback”). Any reduction of payments

pursuant to the foregoing sentence shall be applied in the following order: (i) first, any cash severance payments; (ii) second, any other

cash payments or benefits; and (iii) third, any acceleration of vesting of equity awards.

Section 2. Miscellaneous.

(a) If

there is no Closing of the Transaction (each term as defined herein), then this Amendment shall automatically terminate and be void and

of no further force or effect. “Closing Date” shall mean the initial closing (the “Closing”) of

the transactions contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”) by and among the

Company, Cordis Acquisition, LLC, the Company’s Delaware merger acquisition subsidiary, Fortitude Mining Holdings, Inc. and Fortitude

Mining HoldCo, LLC, a subsidiary of Fortitude Mining Holdings, Inc. (collectively, the “Transaction”).

(b) Except

for the amendments expressly set forth in this Section 1, the text of the Employment Agreement shall remain unchanged and

in full force and effect.

provisions of Sections 13 and 14 of the Employment Agreement are incorporated herein by reference.

[Signature page follows]

IN WITNESS WHEREOF, the Parties

have entered into and signed this Amendment as of the date and year first above written.

COMPANY:

HEARTSCIENCES INC.

By:

/s/ Andrew

Simpson

Name:

Andrew Simpson

Title:

Chief Executive Officer

EMPLOYEE:

DANIELLE WATSON

/s/

Danielle Watson

(signature)

EX-10.2 — RESTRICTED STOCK UNITS NOTICE OF GRANT AND RESTRICTED STOCK UNITS AGREEMENT, DATED AS OF JULY 7, 2026, BETWEEN HEARTSCIENCES AND DANIELLE WATSON

EX-10.2

Filename: ea029748101ex10-2.htm · Sequence: 3

Exhibit 10.2

HEARTSCIENCES INC.

2023 Equity Incentive Plan

RESTRICTED STOCK UNITS GRANT NOTICE

HeartSciences Inc., a Texas

corporation (the “Company”), pursuant to its 2023 Equity Incentive Plan (as amended, modified or restated from time

to time, the “Plan”), hereby grants to the holder listed below (“Participant”) the number of Restricted

Stock Units set forth below (the “RSUs”). The RSUs are subject to the terms and conditions set forth in this Restricted

Stock Units Grant Notice (the “Grant Notice”), dated as of July 7, 2026 and effective as of the Grant Date (as defined

in the Agreement (as defined below)), the Plan and the Restricted Stock Units Agreement attached hereto as Exhibit A (the “Agreement”),

each of which are incorporated into this Grant Notice by reference. Unless otherwise defined herein, the terms defined in the Plan shall

have the same defined meanings in this Grant Notice and the Agreement.

Participant:

Danielle Watson

Grant Date:

As defined in Section 2.2 of the Agreement.

Number of Restricted Stock Units:

25,000 (the “RSUs”)

Vesting Schedule:

Subject to the terms of the Agreement, the RSUs shall vest as provided in Sections 2.2(a), 2.2(c) and 2.2(d) of the Agreement

By his or her signature to

this Grant Notice, and the Company’s signature below, Participant agrees to be bound by the terms and conditions of the Plan, the

Agreement and the Grant Notice. Participant has reviewed the Agreement, the Plan and the Grant Notice in their entirety, has had an opportunity

to obtain the advice of counsel prior to executing the Grant Notice and fully understands all provisions of the Grant Notice, the Agreement

and the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator

upon any questions arising under the Plan, the Grant Notice or the Agreement; provided, that the Company and Participant agree that in

the event that there is any conflict or inconsistency between the terms of the Plan, this Grant Notice, the Agreement and/or the terms

of the Employment Agreement (as defined in the Agreement), the terms of this Grant Notice and the Agreement shall govern. In connection

with the grant of the RSUs, Participant shall cause his or her spouse, civil union partner or registered domestic partner, if any, to

execute the consent attached hereto as Exhibit B as soon as practicable following the date hereof.

HEARTSCIENCES INC.

PARTICIPANT

By:

/s/ Andrew Simpson

By:

/s/ Danielle

Watson

Name:

Andrew Simpson

(signature)

Title:

Chief

Executive Officer

Name:

Danielle Watson

EXHIBIT A

TO RESTRICTED STOCK UNITS GRANT NOTICE

RESTRICTED STOCK UNITS AGREEMENT

Pursuant to the Grant Notice

to which this Restricted Stock Units Agreement, dated as of July 7, 2026 and effective as of the Grant Date (as defined below) (this “Agreement”),

is attached, the Company has granted to Participant the number of RSUs as set forth in the Grant Notice.

ARTICLE I.

GENERAL

1.1 Defined

Terms. Capitalized terms not specifically defined herein shall have the meanings specified in the Company’s 2023 Equity Incentive

Plan (as amended, modified or restated from time to time, the “Plan”), or the Grant Notice.

1.2 Incorporation

of Terms of Plan. The RSUs and the shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”),

underlying the RSUs (if any) to be issued to Participant hereunder (the “Shares”) are subject to the terms and conditions

set forth in this Agreement and the Plan, each of which is incorporated herein by reference. Notwithstanding anything to the contrary

contained in the Plan, the Grant Notice or this Agreement, in the event of any inconsistency between the Plan, the Grant Notice, this

Agreement and/or the Employment Agreement (as defined below), the terms of the Grant Notice and this Agreement shall control (in the event

the Grant Notice and/or this Agreement are silent on a particular term, the terms of the Plan shall control).

ARTICLE II.

AWARD OF RESTRICTED STOCK UNITS AND DIVIDEND EQUIVALENTS

2.1 Award of RSUs and Dividend

Equivalents. (a) Subject to the execution of this Agreement by the Company and Participant, in consideration of Participant’s

services provided to the Company prior to the date of this Agreement and for other good and valuable consideration, effective as of the

Grant Date, the Company has granted to Participant the number of RSUs set forth in the Grant Notice, upon the terms and conditions set

forth in the Grant Notice, the Plan and this Agreement, subject to adjustments as provided in Article 13 of the Plan. Each RSU represents

the right to receive one Share of Common Stock, at the times and subject to the conditions set forth herein. However, unless and until

the RSUs have vested, Participant will have no right to the payment of any Shares. Prior to the actual delivery of any Shares, the RSUs

will represent an unsecured obligation of the Company, payable only from the general assets of the Company.

(b) The

Company hereby grants to Participant an Award of Dividend Equivalents with respect to each RSU granted pursuant to the Grant Notice for

all ordinary cash dividends which are paid to all or substantially all holders of the outstanding shares of Common Stock between the Grant

Date and the date when the applicable RSU is distributed or paid to Participant or is forfeited or expires. The Dividend Equivalents for

each RSU shall be equal to the amount of cash which is paid as a dividend on one share of Common Stock. All such Dividend Equivalents

shall be credited to Participant and be deemed to be reinvested in additional RSUs as of the date of payment of any such dividend based

on the Fair Market Value (as defined in the Plan) of a share of Common Stock on such date. Each additional RSU which results from such

deemed reinvestment of Dividend Equivalents granted hereunder shall be subject to the same vesting, distribution or payment, adjustment

and other provisions which apply to the underlying RSU to which such additional RSU relates.

2.2 Vesting

of RSUs and Dividend Equivalents. (a) Subject to the terms of this Agreement, the RSUs shall be granted on the date of this Agreement

(the “Grant Date”) and shall be eligible to fully time vest effective as of the one (1) year anniversary of the Closing

Date (as defined below) on the terms set forth herein. Each additional RSU which results from deemed reinvestments of Dividend Equivalents

pursuant to Section 2.1(b) hereof shall vest whenever the underlying RSU to which such additional RSU relates vests. Notwithstanding anything

to the contrary in this Agreement, any vested RSUs shall be distributed or paid (settled) pursuant to the settlement terms of Section

2.3 hereof only upon the satisfaction all of the following conditions (the “Conditions”): (i) consummation of the Closing

(as defined below); and (ii) (x) one-fourth (1/4th) of the RSUs shall vest on the three (3) month anniversary of the date of

the Closing (the “Initial Vesting Date”) and (y) thereafter, one-fourth (1/4th) of the RSUs shall vest on

each subsequent three (3)-month anniversary of the Initial Vesting Date (each an “Additional Initial Vesting Date”

and together with the Initial Vesting Date, the “Vesting Dates”), such that all of the RSUs shall fully vest on the

one (1)-year anniversary of the Closing Date, in each case provided that Participant is employed in any capacity by the Company or any

of its subsidiaries through each applicable Vesting Date (except as otherwise provided below). Notwithstanding anything to the contrary

in this Agreement or the Employment Agreement, dated as of October 15, 2021, as amended by Amendment No. 1 to Employment Agreement, dated

and effective as of June 26, 2026 (as such may be amended, restated, modified or superseded, the “Employment Agreement”),

entered into between the Company and Participant, if Participant is terminated by the Company or any of its subsidiaries without Cause

((as defined in the Employment Agreement) but not including death or Disability (as defined in the Employment Agreement)) or if the Employment

Agreement is terminated by Participant for Good Reason (as defined in the Employment Agreement), in such event all of the RSUs shall fully

vest immediately as of such date of Participant’s termination, cessation of services or termination of the Employment Agreement,

as applicable; provided that (A) no acceleration shall occur if Participant’s employment is terminated for Cause, in which case

any unvested RSUs shall be forfeited and canceled for no consideration, and (B) if Participant voluntarily resigns or otherwise voluntarily

departs (other than as a result of any termination of the Employment Agreement by Participant for Good Reason) from the Company or any

of its subsidiaries (as applicable), such voluntary resignation or voluntary termination (other than as a result of any termination of

the Employment Agreement by Participant for Good Reason) shall not be deemed to satisfy this requirement with respect to the applicable

Vesting Date and the applicable portion of the RSUs shall not vest. “Closing Date” shall mean the closing (the “Closing”)

of the transactions contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”) by and among

the Company, Fortitude Mining Holdings, Inc., a Delaware corporation (“Seller”), and Fortitude Mining HoldCo, LLC,

a Delaware limited liability company and a direct wholly owned subsidiary of Seller (collectively, the “Transaction”).Notwithstanding

the foregoing, the Administrator, in its sole discretion, shall have the right to afford Participant more favorable vesting or settlement

treatment (and/or provisions with regard to forfeiture) than is set forth in this Agreement.

(b) In

the event (i) Participant incurs a Termination of Service by reason by reason of Participant’s death or Disability (as defined in

the Employment Agreement), the Administrator, in its sole discretion, shall have the right to afford Participant more favorable vesting

or settlement treatment (and/or provisions with regard to forfeiture) than is set forth in this Agreement, or (ii) a Change of Control

(as defined in the Plan) occurs (other than the Transaction), the Participant will vest in full in all RSUs effective immediately prior

to such event.

2.3 Distribution

or Payment of RSUs. (a) Subject to the settlement terms of Section 2.5 hereof and the satisfaction of the Conditions, Participant’s

vested RSUs shall be distributed in Shares (either in book-entry form or otherwise), and the Company shall issue and deliver to the Participant

such Shares and/or cash equal to any Dividend Equivalents credited with respect to such vested RSUs and the interest thereon, as soon

as administratively practicable during the first open trading window under the Company’s Insider Trading Policy, which occurs after

the date on which all of the Conditions are satisfied, and such issuance date is referred to herein as the “Original Issuance

Date.” Notwithstanding the foregoing, the Company may delay a distribution or payment in settlement of vested RSUs if the Company

reasonably determines that such distribution or payment will violate federal securities laws or any other Applicable Law (as defined in

the Plan) or any other Company policy applicable to all Company employees, provided that such distribution or payment shall be made at

the earliest date at which the Company reasonably determines that (x) all of the Conditions have been satisfied and (y) the making of

such distribution or payment will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii) (such issuance

date is referred to herein as the “Subsequent Issuance Date” and together with the Original Issuance Date, an “Issuance

Date”), and provided further that, subject to the satisfaction of the Conditions, no distribution or payment shall be delayed

under this Section 2.3(a) if such delay will result in a violation of Section 409A. All distributions made in Shares shall be made by

the Company in the form of whole Shares, and any fractional share shall be rounded up to the nearest whole share.

(b) However,

if (i) the applicable Issuance Date does not occur (1) during an “open window period” applicable to the Participant,

as determined by the Company in accordance with the Company’s then-effective written policy on trading in the Company’s securities

applicable to the Participant, or (2) on a date when the Participant is otherwise not prohibited by the Lock-Up Agreement (as defined

below) or another written agreement between the Participant and the Company and/or the Company’s placement agent or underwriter

to sell the Shares on an established stock exchange or stock market (including but not limited to under a previously established Company-approved

10b5-1 trading plan), and (ii) the Company elects, prior to the applicable Issuance Date, (1) not to satisfy the withholding taxes described

in Section 2.5 by withholding shares of Common Stock from the shares otherwise due, on the applicable Issuance Date, to the Participant

under this Agreement, (2) not to permit the Participant to enter into a “same day sale” commitment with a broker-dealer pursuant

to Section 2.5 of this Agreement (including but not limited to a commitment under a previously established Company-approved 10b5-1 trading

plan), and (3) not to permit the Participant to pay his or her applicable withholding taxes in cash, then the Shares that would

otherwise be issued to the Participant on the applicable Issuance Date will not be delivered on such applicable Issuance Date and will

instead be delivered on the first business day when the Participant is not prohibited pursuant to this Section 2.3(b)(i)(1) or (b)(ii)(2)

from selling the Shares in the open public market, but in no event later than December 1 of the calendar year in which the applicable

Issuance Date occurs, or, if agreed to by the Participant and only if permitted in a manner that complies with Treasury Regulation Section

1.409A-1(b)(4), no later than the date that is the 15th calendar day of the third calendar month of the calendar year following

the calendar year in which the RSUs are no longer subject to a “substantial risk of forfeiture” within the meaning of Treasury

Regulation Section 1.409A-1(d).

2.4 Conditions

to Issuance of Certificates. The Company shall not be required to issue or deliver any certificate or certificates for any Shares

prior to the fulfillment of all of the following conditions, not to be reasonably withheld: (A) the admission of the Shares to listing

on all stock exchanges on which such Shares are then listed, (B) the completion of any registration or other qualification of the Shares

under any state or federal law or under rulings or regulations of the U.S. Securities and Exchange Commission (the “SEC”)

or other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable, and (C)

the obtaining of any approval or other clearance from any state or federal governmental agency that the Administrator shall reasonably

determine to be necessary or advisable.

2.5 Tax

Withholding. Notwithstanding any other provision of this Agreement: (a) The Company has the authority to deduct or withhold, or require

Participant to remit to the Company or the applicable Subsidiary, an amount sufficient to satisfy applicable federal, state, local and

foreign taxes (including the employee portion of any FICA obligation) required by law to be withheld with respect to any taxable event

arising pursuant to this Agreement. Subject to the terms of the Plan, the Company may withhold or Participant may make such payment in

one or more of the forms specified below:

(i) by cash or check made payable

to the Company with respect to which the withholding obligation arises;

(ii) by the deduction of such

amount from other compensation payable to Participant;

(iii) with respect to any withholding

taxes arising in connection with the distribution of the RSUs, with the consent of the Administrator and to the extent permitted by any

applicable written lock-up agreement entered into between the Participant and the Company or between the Participant and another person

applicable to the RSUs (collectively, the “Lock-Up Agreement”), by requesting that the Company withhold a net number

of vested shares of Common Stock otherwise issuable pursuant to the RSUs having a then current Fair Market Value not exceeding the amount

necessary to satisfy the withholding obligation of the Company and its subsidiaries based on the applicable minimum statutory withholding

rates for federal, state, local and foreign income tax and payroll tax purposes;

(iv) with respect to any

withholding taxes arising in connection with the distribution of the RSUs, with the consent of the Administrator and to the extent permitted

by any applicable Lock-Up Agreement, by tendering to the Company vested shares of Common Stock having a then current Fair Market Value

not exceeding the amount necessary to satisfy the withholding obligation of the Company and its subsidiaries based on the applicable minimum

statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes;

(v) with respect to any

withholding taxes arising in connection with the distribution of the RSUs, and to the extent permitted by applicable law and by any applicable

Lock-Up Agreement, through the delivery of a notice that Participant has placed a “same day sale” irrevocable commitment with

a broker reasonably acceptable to the Company with respect to shares of Common Stock then issuable to Participant pursuant to the RSUs,

and that the broker has been irrevocably directed to pay a sufficient portion of the net proceeds of the sale to the Company or the Subsidiary

with respect to which the withholding obligation arises in satisfaction of such withholding taxes; provided that payment of such proceeds

is then made to the Company or the applicable Subsidiary at such time as may be required by the Administrator, but in any event not later

than the settlement of such sale; or

(vi) in any combination

of the foregoing, with the consent of the Administrator and to the extent permitted by any applicable Lock-Up Agreement;

(b) With

respect to any withholding taxes arising in connection with the RSUs, in the event Participant fails to provide timely payment of all

sums required pursuant to Section 2.5(a), the Company shall have the right and option, but not the obligation, to treat such failure as

an election by Participant to satisfy all or any portion of Participant’s required payment obligation pursuant to Section 2.5(a)(ii)

or Section 2.5(a)(iii) above, or any combination of the foregoing as the Company may determine to be appropriate in its discretion. The

Company shall not be obligated to deliver any certificate representing shares of Common Stock issuable, or make payment in cash, with

respect to the RSUs to Participant or his or her legal representative unless and until Participant or his or her legal representative

shall have paid or otherwise satisfied in full the amount of all federal, state, local and foreign taxes applicable with respect to the

taxable income of Participant resulting from the vesting or settlement of the RSUs or any other taxable event related to the RSUs.

the event any tax withholding obligation arising in connection with the RSUs will be satisfied under Section 2.5(a)(iii), then the Company

may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on Participant’s behalf a

whole number of shares from those shares of Common Stock then issuable to Participant pursuant to the RSUs as the Company determines to

be appropriate to generate cash proceeds sufficient to satisfy the tax withholding obligation and to remit the proceeds of such sale to

the Company or the Subsidiary with respect to which the withholding obligation arises. Participant’s acceptance of this Award constitutes

Participant’s instruction and authorization to the Company and such brokerage firm to complete the transactions described in this

Section 2.5(c), including the transactions described in the previous sentence, as applicable. The Company may refuse to issue any shares

of Common Stock, or make payment in cash, in settlement of the RSUs to Participant until the foregoing tax withholding obligations are

satisfied, provided that no payment shall be delayed under this Section 2.5(c) if such delay will result in a violation of Section 409A

of the Code.

(d) Participant

is ultimately liable and responsible for all taxes owed in connection with the RSUs, regardless of any action the Company or any subsidiary

takes with respect to any tax withholding obligations that arise in connection with the RSUs. None of the Company or any subsidiary, officer,

director, affiliate, agent or representative of the Company makes any representation or undertaking regarding the treatment of any tax

withholding in connection with the awarding, vesting or payment of the RSUs or the subsequent sale of Shares. The Company and its subsidiaries,

officers, directors, affiliates, agents and representatives do not commit and are under no obligation to structure the RSUs to reduce

or eliminate Participant’s tax liability. The Participant is hereby advised to consult with his or her own personal tax, financial

and/or legal advisors regarding the tax consequences of this Agreement and by signing the Grant Notice, the Participant has agreed that

he or she has done so or knowingly and voluntarily declined to do so.

2.6 Rights

as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges

of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares

(which may be in book-entry form) will have been issued and recorded on the records of the Company or its transfer agents or registrars,

and delivered to Participant (including through electronic delivery to a brokerage account). Except as otherwise provided herein, after

such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to such Shares,

including, without limitation, the right to receipt of dividends and distributions on such Shares.

ARTICLE III.

3.1 [Reserved].

ARTICLE IV.

OTHER PROVISIONS

4.1 Administration.

The Administrator shall have the power to interpret the Plan, the Grant Notice and this Agreement and to adopt such rules for the administration,

interpretation and application of the Plan, the Grant Notice and this Agreement as are consistent therewith and to interpret, amend or

revoke any such rules. All actions taken and all interpretations and determinations made by the Administrator will be final and binding

upon Participant, the Company and all other interested persons. To the extent allowable pursuant to Applicable Law, no member of the Committee

or the Board will be personally liable for any action, determination or interpretation made with respect to the Plan, the Grant Notice

or this Agreement.

4.2 RSUs

Not Transferable. The RSUs may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent

and distribution, unless and until the Shares underlying the RSUs have been issued, and all restrictions applicable to such RSUs and Shares

have lapsed. No RSUs or any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of Participant

or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment

or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment

or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of

no effect, except to the extent that such disposition is permitted by the preceding sentence.

4.3 Adjustments.

The Administrator may accelerate, but not delay, the vesting of all or a portion of the RSUs in such circumstances as it, in its sole

discretion, may determine. Participant acknowledges that the RSUs and the Shares subject to the RSUs are subject to adjustment, modification

and termination in certain events as provided in this Agreement or the Plan. All RSUs and Common Stock amounts contained in this Agreement

are subject to proportionate adjustment for stock splits, stock combinations and other similar recapitalizations applicable to the Company

in the sole reasonable discretion of the Administrator (other than for increase in connection with the Merger).

4.4 Notices.

Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Chief Executive

Officer of the Company at the Company’s principal office, and any notice to be given to Participant shall be addressed to Participant

at Participant’s last address reflected on the Company’s records. By a notice given pursuant to this Section 4.4, either party

may hereafter designate a different address for notices to be given to that party. Any notice shall be deemed duly given when sent via

email (with confirmation of receipt requested) or when sent by certified mail (return receipt requested) and deposited (with postage prepaid)

in a post office or branch post office regularly maintained by the United States Postal Service.

4.5 Titles.

Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

4.6 Governing

Law. The laws of the State of Texas shall govern the interpretation, validity, administration, enforcement and performance of the

terms of this Agreement, without regard to principles of conflict of laws. For the purposes of litigation any dispute or controversy that

arises under or in connection with this Agreement, whether at law or in equity, the parties hereby consent to exclusive jurisdiction in

the State of Texas and agree that such litigation shall be exclusively conducted in the United States District Court for the Northern

District of Texas.

4.7 Conformity

to Securities Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent

necessary with all Applicable Laws, including, without limitation, the provisions of the Securities Act of 1933, as amended (the “Securities

Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations

and rules promulgated thereunder by the SEC and state securities laws and regulations. Notwithstanding anything herein to the contrary,

the Plan shall be administered, and the RSUs are granted, only in such a manner as to conform to Applicable Law. To the extent permitted

by Applicable Law, the Plan, the Grant Notice and this Agreement shall be deemed amended to the extent necessary to conform to Applicable

Law. The shares of Common Stock issued with respect to the RSUs will be endorsed with appropriate legends determined by the Company.

4.8 Amendment,

Suspension and Termination. To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified,

suspended or terminated at any time or from time to time by the Administrator or the Board, provided, that except as may otherwise be

provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall adversely affect the RSUs in any material

way (or the Participant’s rights with respect thereto) without the prior written consent of Participant.

4.9 Successors

and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall

inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein and in the

Plan, this Agreement shall be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns

of the parties hereto.

4.10 Limitations

Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to

Section 16 of the Exchange Act, the Plan, the RSUs (including RSUs which result from the deemed reinvestment of Dividend Equivalents),

the Dividend Equivalents, the Grant Notice and this Agreement shall be subject to any additional limitations set forth in any applicable

exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements

for the application of such exemptive rule. To the extent permitted by Applicable Law, this Agreement shall be deemed amended to the extent

necessary to conform to such applicable exemptive rule.

4.11 Not

a Contract of Employment. Nothing in this Agreement or in the Plan shall confer upon Participant any right to continue to serve as

an employee or other service provider of the Company or any of its subsidiaries shall interfere with or restrict in any way the rights

of the Company or any of its subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant

at any time for any reason whatsoever, with cause or without cause, except to the extent expressly provided otherwise in the Employment

Agreement or this Agreement.

4.12 Entire

Agreement. The Plan, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties

and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter

hereof. In the event that there is any conflict or inconsistency between the terms of the Plan, the Grant Notice, this Agreement and/or

the terms of the Employment Agreement, the terms of this Grant Notice and the Agreement shall govern (in the event the Grant Notice and/or

this Agreement are silent on a particular term, the terms of the Plan shall control).

4.13 Section

409A. This Award is not intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A.

However, notwithstanding any other provision of the Plan, the Grant Notice or this Agreement, if at any time the Administrator determines

that this Award (or any portion thereof) may be subject to Section 409A, the Administrator shall have the right in its sole discretion

(without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the

Plan, the Grant Notice or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive

effect), or take any other actions, as the Administrator determines are necessary or appropriate for this Award either to be exempt from

the application of Section 409A or to comply with the requirements of Section 409A.

4.14 Agreement

Severable. In the event that any provision of the Grant Notice or this Agreement is held invalid or unenforceable, such provision

will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions

of the Grant Notice or this Agreement.

4.15 Limitation

on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement

creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust.

Neither the Plan nor any underlying program, in and of itself, has any assets. Participant shall have only the rights of a general unsecured

creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the RSUs and Dividend Equivalents.

4.16 Other

Documents. Participant hereby acknowledges receipt of and the right to receive a document providing the information required by Rule

428(b)(1) promulgated under the Securities Act, which includes the Plan. In addition, the Participant acknowledges receipt of the Company’s

policy permitting certain individuals to sell shares only during certain “window” periods and the Company’s insider

trading policy, in effect from time to time.

4.17 Counterparts.

The Grant Notice and this Agreement may be executed in one or more counterparts, including by way of any electronic signature, subject

to Applicable Law, each of which shall be deemed an original and all of which together shall constitute one instrument.

4.17 Broker-Assisted

Sales. In the event of any broker-assisted sale of shares of Common Stock in connection with the payment of withholding taxes as provided

in Section 2.5(a)(iii) or Section 2.5(a)(v): (A) any shares of Common Stock to be sold through a broker-assisted sale will be sold on

the day the tax withholding obligation arises or as soon thereafter as practicable; (B) such shares of Common Stock may be sold as part

of a block trade with other participants in the Plan in which all participants receive an average price; (C) Participant will be responsible

for all broker’s fees and other costs of sale, and Participant agrees to indemnify and hold the Company and its officers, directors,

employees, agents, representatives and affiliates harmless from any losses, costs, damages, or expenses relating to any such sale; (D)

to the extent the proceeds of such sale exceed the applicable tax withholding obligation, the Company agrees to pay such excess in cash

to Participant as soon as reasonably practicable; (E) Participant acknowledges that the Company or its designee is under no obligation

to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the applicable

tax withholding obligation; and (F) in the event the proceeds of such sale are insufficient to satisfy the applicable tax withholding

obligation, Participant agrees to pay immediately upon demand to the Company with respect to which the withholding obligation arises an

amount in cash sufficient to satisfy any remaining portion of the Company’s withholding obligation.

* * *

This Restricted Stock Units

Agreement will be deemed to be signed by Participant upon the signing by such Participant of the Restricted Stock Units Grant Notice to

which it is attached.

EXHIBIT B

TO RESTRICTED STOCK UNITS GRANT NOTICE

PARTNER CONSENT

As the undersigned spouse,

registered domestic partner or civil union partner (each, a “Partner”) of Participant, I hereby acknowledge that I

have read that certain Restricted Stock Units Agreement by and between my Partner and the Company, dated as of July 7, 2026 and effective

as of the Grant Date (the “Agreement”), and that I understand its contents. I am aware that the Agreement imposes certain

restrictions on the transfer of the RSUs. I agree that my Partner’s interest in the RSUs and the Shares issuable to my Partner pursuant

to the RSUs are subject to the Agreement, and any interest I may have in the RSUs and the Shares issuable to my Partner pursuant to the

RSUs shall be irrevocably bound by the Agreement and further that my community property interest, if any, shall be similarly bound by

the Agreement.

I am aware that the legal,

financial and other matters contained in the Agreement are complex and I am free to seek advice with respect thereto from independent

counsel. I have either sought such advice or determined after carefully reviewing the Agreement and the Plan that I will waive such right.

Capitalized terms used in

this consent and not defined herein shall have the meanings given to such terms in the Agreement.

Dated: _____________________

Partner Signature

Partner Name (please print)

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