Form 8-K

8-K — SHF Holdings, Inc.

Accession: 0001493152-26-036028

Filed: 2026-08-04

Period: 2026-07-29

CIK: 0001854963

SIC: 6199 (FINANCE SERVICES)

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 — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0001854963

2026-07-29

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2026-07-29

0001854963

SHFS:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf230.00PerShareMember

2026-07-29

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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 29, 2026

SHF

Holdings, Inc.

(Exact

name of registrant as specified in its charter)

Delaware

(State

or other jurisdiction of incorporation)

001-40524

86-2409612

(Commission

File

Number)

(IRS

Employer

Identification

No.)

1526

Cole Blvd., Suite 250

Golden,

Colorado 80401

(Address

of principal executive offices) (Zip Code)

Registrant’s

telephone number, including area code (303) 431-3435

(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

Class

A Common Stock, $0.0001 par value per share

SHFS

The

Nasdaq Stock Market LLC

Redeemable

Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $230.00 per share

SHFSW

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 ☒

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

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

July 29, 2026, the board of directors (the “Board”) of SHF Holdings, Inc. (the “Company”) approved a retention

plan for key employees and directors of the Company and its subsidiaries (the “Retention Plan”) as well as a retention agreement

to be used for retention grants under the Retention Plan (the “Retention Agreement”). Pursuant to the Retention Plan, eligible

participants may receive a retention incentive (a “Retention Incentive”) that, subject to certain conditions, entitles the

recipient to a payment equal to a designated percentage of such recipient’s base salary or annual Board fees, as applicable, in

the event of a Change in Control (as defined in the Retention Plan) and an increase to such recipient’s base salary or annual Board

fees, as applicable, during a period of Insolvency (as defined in the Retention Plan). The payment of a Retention Incentive will be conditioned

upon the recipient’s execution, delivery and non-revocation of a valid and enforceable general release of claims against the Company

and its successors and assigns in form and substance satisfactory to the Company.

The

foregoing summaries of the Retention Plan and the Retention Agreement do not purport to be complete and are qualified in their entirety

by reference to the full text of the Retention Plan and the Retention Agreement, copies of which are attached as Exhibit 10.1 and Exhibit

10.2 hereto, respectively.

Item 9.01 Financial Statements and Exhibits

(d)

Exhibits.

Exhibit

Number

Description

10.1

SHF, LLC Retention Plan

10.2

Form of Retention Agreement

104

Cover

Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its

behalf by the undersigned hereunto duly authorized.

SHF

HOLDINGS, INC.

Date:

August 4, 2026

By:

/s/

Terrance E. Mendez

Terrance

E. Mendez

Chief

Executive Officer and Chief Financial Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

SHF,

LLC

RETENTION PLAN

Section

Purpose.

The

purpose of this Plan is to motivate and reward certain Employees and Directors, identified herein as the Participants, to continue in

the service of the Company by providing each Participant with the opportunity to receive a Retention Incentive who continues providing

services to the Company until the applicable Retention Date and through the payment of the Retention Incentive. In the event the Participant

remains in active service to the Company through the applicable Retention Date, the Participant will be eligible to receive the Retention

Incentive subject to the terms and conditions of this Plan and the Retention Agreement. Notwithstanding the foregoing, in the event a

Participant is terminated other than for Cause within ninety (90) days prior to the occurrence of a Change in Control, such Participant

shall be entitled to receive the Retention Incentive related to such Change in Control. The payment of any Retention Incentive under

this Plan shall be subject to the satisfaction in full of all of the terms and conditions stated in this Plan and the Retention Agreement.

Section

Definitions.

For

purposes of this Plan, the following terms shall have the following meanings:

2.1

“Base Salary” shall mean a Participant’s base salary or annual Board fees.

2.2

“Board” shall mean the Board of Directors of HoldCo or the Manager of the Company, as the case may be.

2.3

“Cause” means (a) the Participant’s willful and continued failure to perform the Participant’s material

duties, (b) the Participant’s conviction of, or plea of guilty or no contest to, a felony, (c) the Participant’s commission

of fraud, embezzlement, or other willful misconduct materially injurious to the Company, or (d) a material breach by the Participant

of this Plan or the Participant’s employment agreement, if applicable; provided that, for any Cause capable of cure, the Company

shall provide the Participant written notice describing the basis for Cause and a period of not less than fifteen (15) days to cure the

underlying conduct.

2.4

“Change in Control” shall be mean the occurrence of any of the following with respect to the Company and/or HoldCo

(for purposes of this definition as it applies to HoldCo, any reference to Company shall mean HoldCo):

(a)

any “person” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (“Exchange Act”) (other than

the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company, or any company owned,

directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of common stock of

the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,

of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company’s then outstanding

securities;

(b)

during any period of two (2) consecutive years, individuals who at the beginning of such period constitute the Board, and any new director

(other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in

paragraph (a), (c), or (d) of this Section) whose election by the Board or nomination for election by the Company’s shareholders

was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the

two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least

a majority of the Board;

(c)

consummation of a merger, consolidation, reorganization, or other business combination of the Company with any other entity, other than

a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing

to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than thirty

percent (30%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after

such merger or consolidation; provided, however, that a merger or consolidation effected to implement a recapitalization of the Company

(or similar transaction) in which no person acquires more than twenty-five percent (25%) of the combined voting power of the Company’s

then outstanding securities shall not constitute a Change in Control; or

(d)

the shareholders of the Company approve a plan of complete liquidation of the Company, and such liquidation occurs, or the consummation

of the sale or disposition by the Company of all or substantially all of the Company’s assets other than (x) the sale or disposition

of all or substantially all of the assets of the Company to a person or persons who beneficially own, directly or indirectly, at least

thirty percent (30%) or more of the combined voting power of the outstanding voting securities of the Company at the time of the sale

or (y) pursuant to a spin-off type transaction, directly or indirectly, of such assets to the shareholders of the Company.

However,

to the extent that Code Section 409A would cause an adverse tax consequence to a Participant using the above definition, the term “Change

in Control” shall have the meaning ascribed to the phrase “Change in the Ownership or Effective Control of a Corporation

or in the Ownership of a Substantial Portion of the Assets of a Corporation” under Treasury Department Regulation 1.409A-3(g)(5),

as revised from time to time in either subsequent proposed or final regulations, and in the event that such regulations are withdrawn

or such phrase (or a substantially similar phrase) ceases to be defined, as determined by the Committee.

2.5

“Chief Executive Officer” shall mean the Chief Executive Officer of the Company.

2.6

“Committee” shall mean the Compensation Committee of the Board of HoldCo.

2.7

“Company” shall mean SHF, LLC.

2.8

“Director” means a member of the Board.

2.9

“Employee” means an employee of the Company.

2.10

“Good Reason” means, without the Participant’s written consent, (a) a material diminution in the Participant’s

title, authority, duties, or reporting structure, including the Participant being made to report to an Participant of a parent or successor

entity in a materially diminished capacity, (b) a material reduction in the Participant’s base salary, or (c) a relocation of the

Participant’s principal place of employment by more than twenty five (25) miles; provided that the Participant must provide the

Company written notice of the event claimed to constitute Good Reason within sixty (60) days of its occurrence, the Company shall have

thirty (30) days to substantively remedy the underlying diminution, reduction, or relocation, and if not so remedied, the Participant’s

resignation must occur within thirty (30) days following the end of such cure period.

2.11

“HoldCo” shall mean SHF Holdings, Inc., the parent of the Company.

2.12

“Insolvency” shall mean, with respect to HoldCo, the inability of HoldCo to pay its debts as they come due. Insolvency

shall be determined in good faith by the Chief Executive Officer of the Company.

2.13

“Management” shall mean the management team of the Company.

2.14

“Named Executive Officers” shall mean with respect to HoldCo for any fiscal year, those individuals required to be identified

as “named executive officers” in HoldCo’s’ proxy statement or annual report pursuant to Item 402(a)(3) of Regulation

S-K promulgated by the Securities and Exchange Commission.

2.15

“Participant” shall mean an employee of the Company or member of the Board who has been invited to participate in

the Plan by the Committee and has received and timely executed a Retention Agreement.

2.16

“Person” shall mean any individual, corporation, partnership, limited liability company, association, trust or other

entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

2.17

“Plan” shall mean this SHF, LLC Retention Plan.

2.18

“Qualifying Termination” means (a) an involuntary termination of the Participant’s employment by the Company

without Cause, or (b) the Participant’s resignation for Good Reason, in either case occurring in connection with a Change in Control.

2.19

“Retention Agreement” shall mean an agreement between the Company and a Participant setting forth certain terms and

conditions with respect to such Participant’s Retention Incentive. Such agreement shall be in such form or forms as the Committee

shall determine.

2.20

“Retention Date” shall mean the date of either a Change in Control or an Insolvency, as applicable.

2.21

“Retention Incentive” shall mean, with respect to any Participant, as applicable (i) the payment of a designated percentage

of the Participant’s Base Salary as of the applicable Retention Date upon a Change in Control or (ii) an increased rate of Base

Salary during the period of an Insolvency, each as reflected in such Participant’s Retention Agreement. The increased Base Salary

rate described in subsection (ii) shall be earned based on achievement of objective performance milestones tied to the reorganization,

rather than solely on continued employment. Illustrative milestones include maintaining Company revenue or operational metrics at or

above levels specified by the Committee during the pendency of the case, compliance with the terms and covenants of any debtor-in-possession

financing, and achievement of confirmation of a plan of reorganization within a timeframe specified by the Committee. The Committee shall

specify the applicable milestones, their respective weightings, and the portion of the Retention Incentive payable upon achievement of

each, promptly following Insolvency. Notwithstanding the foregoing, if provided in the Retention Agreement, in the event such Participant’s

Qualifying Termination within twelve months of such Change in Control or during the period of an Insolvency, the Participant shall be

entitled to receive up to twelve (12) months of Company-paid COBRA benefits, provided the Participant (and the Participant’s dependents,

as applicable), remain eligible for, and timely elect, such COBRA coverage.

2.22

“Retention Incentive Payment” shall mean the Retention Incentive paid to the Participant.

Section

Administration.

This

Plan shall be administered by the Committee. The Committee shall have full authority to construe and interpret this Plan and the Retention

Agreements entered into pursuant to this Plan and (i) to select the Participants; (ii) to determine the Retention Incentive for each

Participant to be set forth in such Participant’s Retention Agreement; (iii) to determine the other terms and conditions of each

Participant’s Retention Agreement; (iv) to determine whether all conditions precedent to the Retention Incentive have been satisfied;

(v) to exercise its discretion with respect to the powers and rights granted to it as set forth in this Plan; and (vi) generally, to

exercise such powers and to perform such acts as are deemed necessary or advisable to promote the best interests of the Company with

respect to this Plan. All decisions and determinations by the Committee in the exercise of this power shall be final, binding and conclusive

upon the Company, the Participants, and all other persons having any interest therein. Notwithstanding the foregoing, the Committee has

delegated administration of the Plan to Management with respect to any Participants who are not Named Executive Officers. In addition,

if in the event of Insolvency, the Committee no longer exists or is unable to administer the Plan, the Plan shall be administered in

all respects by the Chief Executive Officer and Management. In connection with such delegation or failure of the Committee to administer

the Plan, any reference in this Plan or any Agreement to the Committee shall include the Chief Executive Officer and Management. No member

of the Committee shall be liable for any action, failure to act, determination or interpretation made in good faith with respect to this

Plan or any transaction hereunder. The Company hereby agrees to indemnify each member of the Committee, the Chief Executive Officer and

Management for all costs and expenses and, to the extent permitted by applicable law, any liability incurred in connection with defending

against, responding to, negotiating for the settlement of or otherwise dealing with any claim, cause of action or dispute of any kind

arising in connection with any actions in administering this Plan or in authorizing, or denying authorization for, any transaction hereunder.

the event of a claim by any Person including but not limited to any Participant (the “Claimant”) as to whether he

or she is entitled to any benefit under the Plan, the amount of any benefit, or its method and timing of payment, such Claimant shall

present the reason for his or her claim in writing to the Committee. The claim must be filed within forty-five (45) days following the

adverse benefit determination which the Person is disputing. All claims shall be in writing, signed and dated and shall briefly explain

the basis for the claim. The claim shall be mailed to the Committee via certified mail at the following address: _____________________.

The Committee shall ensure that all claim determinations are made in accordance with the terms of the Plan document, and, where appropriate,

that Plan provisions are applied consistently with respect to similarly situated claimants.

Section

Retention Agreements.

The

Committee shall cause the Company to prepare and execute a Retention Agreement for each Participant.

4.1

Retention Incentive. Each Retention Agreement shall set forth the terms and conditions pursuant to which the Retention Incentive

shall be payable.

4.2

Terms and Conditions. The terms and conditions applicable to the Retention Incentive may include certain restrictive covenants

and confidentiality obligations, as set forth in a Participant’s Retention Agreement.

4.3

General. Upon execution by the Company and a Participant, each Retention Agreement shall be a binding obligation of the Company

and Participant.

Section

Release Agreement.

The

payment of any Retention Incentive shall be conditioned upon the Participant’s execution, delivery and non-revocation of a valid

and enforceable general release of claims against the Company and its successors and assigns in form and substance satisfactory to the

Company.

Section

Assignments.

This

Plan shall be binding upon and shall inure to the benefit of the Company and its successors and assigns, and the Company shall have the

right to assign its obligations under this Plan and any Retention Agreements, in whole or in part, to any successor employer or its affiliates,

in which case, the Company shall have no further liability with respect to the assigned obligations (but shall remain entitled to its

rights or benefits) pursuant to this Plan and the Retention Agreements. Notwithstanding the foregoing, this Plan and the obligations

under the Retention Agreements shall be an obligation of any successor to the Company or HoldCo.

Section

Effective Date; Termination; Amendments.

7.1

This Plan is effective as of _______________ (the “Effective Date”).

7.2

This Plan, and all awards made hereunder, may be amended or modified upon the approval of the Committee, provided that no such amendment

or modification shall be effective with respect to any Participant or any Participant’s Retention Agreement if such amendment or

modification is adverse to such Participant unless such Participant consents in writing to such modification or amendment.

Section

General.

8.1

This Plan shall be governed by the laws of the State of Delaware and without regard to the conflicts of laws provisions thereof. Any

dispute arising hereunder shall be resolved pursuant to arbitration held in Denver, Colorado, under the then-applicable rules of the

American Arbitration Association. Such arbitration may be initiated by the Company or by the Participant, and the award shall be final

and binding and judgment thereon may be entered in any court of jurisdiction. Such award may, in the panel’s discretion, allocate

arbitration costs and legal and other related fees, failing which each party shall bear its own. No award may include incidental, consequential,

multiple or punitive damages.

8.2

Nothing contained in this Plan and no action taken pursuant to the provisions of this Plan shall create or be considered to create a

trust or fund of any kind or fiduciary relationship between the Company or any successor employer or any of its affiliates and any Participant

or any of its other employees or a security interest of any kind in any property of the Company or any successor employer or any of its

affiliates in favor of any Participant herein or any other Person.

8.3

The Company shall withhold from any amount payable hereunder to an Employee such amount as shall be sufficient to satisfy all Federal,

state, local, and foreign withholding tax requirements relating thereto.

8.4

Section 409A Considerations. The payments and benefits payable pursuant to this Plan and any Retention Agreement are intended

to comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). To

the extent the requirements of Section 409A are applicable hereto, and the provisions of this Plan and any Retention Agreement shall

be construed and administered in a manner consistent with that intention. Notwithstanding anything herein to the contrary, (i) if at

the time of Participant’s termination of employment with the Company, Participant is a “specified employee” as defined

in Section 409A, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination

of employment is necessary in order to prevent any accelerated or additional tax under Section 409A, then the Company will defer the

commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately

paid or provided to Participant) to the extent necessary to comply with the requirements of Section 409A until the first business day

that is more than six (6) months following Participant’s termination of employment with the Company (or the earliest date as is

permitted under Section 409A) and (ii) if any other payments of money or other benefits due to Participant hereunder could cause the

application of an accelerated or additional tax under Section 409A, such payments or other benefits shall be deferred if deferral will

make such payment or other benefits compliant under Section 409A, or otherwise such payment or other benefits shall be restructured,

to the extent possible, in a manner that does not cause such an accelerated or additional tax. In the event that payments under this

Agreement are deferred pursuant to this paragraph in order to prevent any accelerated tax or additional tax under Section 409A, then

such payments shall be paid at the time specified hereunder without any interest thereon. The Company shall consult with Participant

in good faith regarding the implementation of this Section 8.4; provided that neither the Company nor any of its employees or representatives

shall have any liability to Participant with respect to the imposition of any early or additional tax under Section 409A. For purposes

of Section 409A of the Code, each payment made under this Agreement shall be designated as a “separate payment” within the

meaning of Section 409A. Without limiting the foregoing, the terms “terminates” or “termination of employment”

or similar terms used in this Plan shall be interpreted to mean to occur when a “separation of service” occurs as defined

under Section 409A.

8.5

No Contract of Employment or Right to be Retained. Neither the establishment of the Plan nor the execution of a Retention Agreement,

nor any modification thereof, nor the creation of any fund, trust or account, nor the payment of any benefit shall be construed as giving

any Participant, Director or Employee, or any person whosoever, a contract of employment and/or the right to be retained in the service

of the Company or HoldCo, and all Participants and other Employees shall remain subject to discharge to the same extent as if the Plan

had never been adopted.

8.6

Severability of Provisions. If any provision of this Plan shall be held invalid or unenforceable by a court of competent jurisdiction,

such invalidity or unenforceability shall not affect any other provisions hereof, and this Plan shall be construed and enforced as if

such provisions had not been included.

8.7

No Strict Construction. No rule of strict construction shall be applied against the Company, the Committee, or any other person

in the interpretation of any of the terms of the Plan, any Agreement, or any rule or procedure established by the Committee.

8.8

Right of Offset. Notwithstanding any other provision of the Plan to the contrary, the Company may reduce the amount of any payment

otherwise payable to or on behalf of a Participant by the amount of any obligation of the Participant to or on behalf of the Company

that is or becomes due and payable, including without limitation, any obligation arising under the Sarbanes-Oxley Act of 2002, and the

Participant shall be deemed to have consented to such reduction.

8.9

Unfunded Status of Plan. The Plan shall at all times be entirely unfunded and no provisions shall at any time be made with respect

to segregating assets of the Company for payment of any benefits hereunder.

8.10

Unsecured General Creditor. Participants and their beneficiaries, heirs, successors and assigns shall have no legal or equitable

rights, interest or claims in any property or assets of the Company. Any and all of the Company’s assets shall be, and remain,

the general, unpledged unrestricted assets of the Company. The Company’s obligation under the Plan shall be merely that of an unfunded

and unsecured promise to pay money in the future. Amounts payable to a Participant or his or her beneficiary shall be paid exclusively

from the general assets of the Company.

8.11

Indemnification of Participant by Company and HoldCo. Company and HoldCo, each individually and in the aggregate, hereby agree

to indemnify and hold harmless Participant, from, and against, any and all claims, threats, liabilities and demands and all attorneys’

and experts’ fees arising out of or in connection with participation in this Plan and the Retention Agreement, including, but not

limited to receipt and retention of the Retention Incentive. The Company and/or HoldCo shall, upon the request of the Participant, assume

the defense and directly bear all of the expense of any action or proceedings which may arise for which Participant is entitled to indemnification

pursuant to this Section.

8.12

Heirs, Assigns, and Personal Representatives. This Plan shall be binding upon the heirs, executors, administrators, successors

and assigns of the parties, including each Participant, present and future. To remove any doubt, this Plan and the obligations under

the Retention Agreements shall be an obligation of any successor to the Company or HoldCo. Any benefit payable to or for the benefit

of a minor or an incompetent person shall be deemed paid when paid to such person’s guardian or to the party providing or reasonably

appearing to provide for the care of such person, and such payment shall fully discharge the Company and all other parties with respect

thereto.

WITNESS WHEREOF, SHF, LLC has caused these presents to be duly executed this __ day of ______________, 2026.

SHF,

LLC

By:

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit

10.2

SHF,

LLC

PARTICIPANT

RETENTION PLAN

RETENTION

AGREEMENT

THIS

RETENTION AGREEMENT (the “Agreement”) made as of this ___ day of ___________, 2026 (the “Effective Date”),

by and between SHF, LLC (the “Company”) and «Name» (the “Participant”), sets forth

the terms of the Participant’s Retention Incentive as provided under the SHF, LLC Retention Plan (the “Plan”).

For the purpose of this Agreement, all capitalized terms in this Agreement shall have the definition ascribed to them in the Plan.

1. Retention

Incentive. The Participant is entitled to a Retention Incentive equal to, as applicable:

a. upon

a Change in Control, the payment of [one hundred percent] [100%] of the Participant’s

Base Salary as of the Change in Control [and, in the event of such Participant’s Qualifying

Termination within twelve months after such Change in Control, up to twelve (12) months of

Company-paid COBRA benefits, provided the Participant (and the Participant’s dependents,

as applicable) remains eligible for, and timely elects, such COBRA coverage, subject to the

terms and conditions as set forth in this Agreement and the Plan]. Notwithstanding the foregoing,

in the event a Participant is terminated other than for cause within ninety (90) days prior

to the occurrence of a Change in Control, such Participant shall be entitled to receive the

Retention Incentive related to such Change in Control.

b. during

the period of an Insolvency, the Base Salary of the Participant shall be at the rate of [one

hundred and forty percent (140%)] of such Participant’s Base Salary immediately prior

to such insolvency, payable in equal installments in accordance with the Company’s

normal payroll practices, subject to the terms and conditions as set forth in this Agreement

and the Plan. The increased Base Salary rate described in this subsection (b) shall be earned

based on achievement of objective performance milestones tied to the reorganization, rather

than solely on continued employment. Illustrative milestones include maintaining Company

revenue or operational metrics at or above levels specified by the Committee during the pendency

of the case, compliance with the terms and covenants of any debtor-in-possession financing,

and achievement of confirmation of a plan of reorganization within a timeframe specified

by the Committee. The Committee shall specify the applicable milestones, their respective

weightings, and the portion of the Retention Incentive payable upon achievement of each,

promptly following Insolvency. [Notwithstanding the foregoing, in the event of such Participant’s

Qualifying Termination during the period of an Insolvency, the Participant shall be entitled

to receive up to twelve (12) months of Company-paid COBRA benefits, provided the Participant

(and the Participant’s dependents, as applicable), remain eligible for, and timely

elect, such COBRA coverage.]

the event the Participant remains actively employed in Good Standing with the Company, or continues providing services as a member of

the Board, as applicable, on the Retention Date and through the payment of the Retention Incentive Payment(s), the Participant will be

eligible to receive the Retention Incentive(es).

indicated herein, the Participant must sign and not timely revoke a Release Agreement as a condition of receiving payment of a Retention

Incentive Payment. With respect to Insolvency, the Participant shall only be required to sign a Release Agreement prior to the initial

installment of the Retention Incentive. The Participant shall not sign a Release Agreement any sooner than the applicable Retention Date.

For the purposes of the timing of payment of the Retention Incentive under this Agreement, the Company shall make payment of the applicable

Retention Incentive Payment as soon as administratively practicable after the Retention Date upon expiration of the seven (7) day Revocation

Period described in the Release Agreement (but in no event later than the March 15th of the calendar year following the calendar

year in which the Retention Date occurs).

2. Release

Agreement. Payment to the Participant of the payments and benefits as set forth in Section

1 shall be conditioned upon the Participant’s execution, delivery and non-revocation

of a valid and enforceable general release of claims satisfactory to the Company (the “Release

Agreement”) in favor of the Company Released Parties (as defined therein). The

form of the Release Agreement shall be substantially in the form attached hereto as Exhibit

A but which may be modified by the Company taking into account applicable local law.

3. Successors;

Binding Agreement. The Plan and this Agreement shall be binding upon and shall inure

to the benefit of the Company and its successors and assigns, and the Company shall have

the right to assign its obligations under the Plan and this Agreement, in whole or in part,

to any successor employer or its affiliates, in which case, the Company shall have no further

liability with respect to the assigned obligations (but shall remain entitled to its rights

or benefits) pursuant to the Plan and this Agreement.

4. Non-exclusivity

of Rights. Nothing in this Agreement shall prevent or limit the Participant’s continuing

or future participation in any benefit, bonus, incentive or other plan or program provided

by the Company and for which the Participant may qualify, nor shall anything herein limit

or reduce such rights as the Participant may have under any other agreements with the Company.

Amounts which are vested benefits or which the Participant is otherwise entitled to receive

under any plan or program of the Company shall be payable in accordance with such plan or

program, except as explicitly modified by the Plan.

5. No

Guaranteed Employment or Right to be Retained. The Participant and the Company acknowledge

that, except as may otherwise be provided under any other written agreement between the Participant

and the Company, the employment of the Participant by the Company is “at will”

and may be terminated by either the Participant or the Company at any time. Similarly, if

applicable, the existence of this Plan and Agreement shall not provide Participant with any

guaranteed term of service on the Board. The terms of this Agreement and the Plan are not

intended to and should not be construed as providing a guarantee of employment or service

on the Board for a specific term or length of time.

6. Confidentiality.

The Participant agrees and understands that in the Participant’s position with the

Company, the Participant has been and will be exposed to and has and will receive information

relating to the confidential affairs of the Company and its affiliates (the “Confidential

Information”). Confidential Information shall not include information that is generally

known to the public or within the relevant trade or industry other than due to the Participant’s

violation of this Section 6 or violation of any other confidentiality agreement executed

by Participant or disclosure by a third party who is known by the Participant to owe the

Company an obligation of confidentiality with respect to such information. The Participant

agrees that at all times during the Participant’s employment with the Company and thereafter,

the Participant shall not disclose such Confidential Information, either directly or indirectly,

to any Person without the prior written consent of the Company and shall not use or attempt

to use any such information in any manner other than in connection with the Participant’s

employment with the Company, unless required by law to disclose such information, in which

case the Participant shall provide the Company with written notice of such requirement as

far in advance of such anticipated disclosure as possible. This confidentiality covenant

has no temporal, geographical or territorial restriction. Upon termination of the Participant’s

employment with the Company or service on the Board, or upon request by the Company at any

time, the Participant shall promptly supply to the Company, all property, keys, notes, memoranda,

writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys,

maps, logs, equipment, computers, machines, telephones, technical data and any other tangible

product or document which has been produced by, received by or otherwise submitted to the

Participant during or prior to the Participant’s employment with the Company or service

on the Board, and any copies thereof in Participant’s (or capable of being reduced

to Participant’s) possession. The foregoing obligations are in addition to and do not

supersede any other confidentiality or return of property covenants to which the Participant

has agreed in connection with his/her employment with the Company.

Notwithstanding

the above, nothing in this Agreement is intended to or shall be interpreted to prohibit disclosure of information to the limited extent

permitted by and in accordance with the federal Defend Trade Secrets Act of 2016 (“DTSA”). Stated otherwise, disclosures

that are protected by the DTSA as follows do not violate this Agreement. The DTSA provides that: “(1) An individual shall not be

held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that – (A) is

made – (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and

(ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document

filed in a lawsuit or other proceeding, if such filing is made under seal.” The DTSA further provides that: “(2) An individual

who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney

of the individual and use the trade secret information in the court proceeding, if the individual – (A) files any document containing

the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”

7. Non-Disparagement.

The Participant agrees that he or she will not make or publish any statement critical of

the Company or any of its affiliates or their respective executive officers, directors, and

Participants or in any way adversely affecting or otherwise maligning the business or reputation

of the Company, its affiliates and their respective officers, directors and Participants.

This section shall not prohibit the Participant or the Company or any of its/his/her representatives

from taking action to enforce their rights under this Agreement, making disclosures required

by law or the rules and regulations of any securities exchange upon which the securities

of the Company are listed, from cooperating with or responding to any governmental, administrative

or judicial investigations or proceedings, or submitting a complaint to any governmental

or administrative tribunal.

8. Consent.

By executing this Agreement, the Participant hereby approves and consents to the terms of

the Agreement.

9. Miscellaneous.

No provision of this Agreement may be modified, waived or discharged unless such waiver,

modification or discharge is agreed to in writing and signed by the Participant and the Company

or, in the event of assignment, the successor employer. No waiver by either party hereto

at any time of any breach by the other party hereto of, or compliance with, any condition

or provision of this Agreement to be performed by such other party shall be deemed a waiver

of similar or dissimilar provisions or conditions at the same or at any prior or subsequent

time. No agreement or representations, oral or otherwise, express or implied, with respect

to the subject matter hereof have been made by either party which are not expressly set forth

in this Agreement.

10. Section

409A Considerations. All of the payments and benefits payable pursuant to this Agreement

are intended to comply with, or be exempt from, Section 409A to the extent the requirements

of Section 409A are applicable hereto, and the provisions of this Agreement shall be construed

and administered in a manner consistent with that intention. Notwithstanding anything herein

to the contrary, (i) if at the time of Participant’s termination of employment with

the Company, Participant is a “specified Participant” as defined in Section 409A,

and the deferral of the commencement of any payments or benefits otherwise payable hereunder

as a result of such termination of employment is necessary in order to prevent any accelerated

or additional tax under Section 409A, then the Company will defer the commencement of the

payment of any such payments or benefits hereunder (without any reduction in such payments

or benefits ultimately paid or provided to Participant) to the extent necessary to comply

with the requirements of Section 409A until the first business day that is more than six

(6) months following Participant’s termination of employment with the Company (or the

earliest date as is permitted under Section 409A) and (ii) if any other payments of money

or other benefits due to Participant hereunder could cause the application of an accelerated

or additional tax under Section 409A, such payments or other benefits shall be deferred if

deferral will make such payment or other benefits compliant under Section 409A, or otherwise

such payment or other benefits shall be restructured, to the extent possible, in a manner

that does not cause such an accelerated or additional tax. In the event that payments under

this Agreement are deferred pursuant to this section in order to prevent any accelerated

tax or additional tax under Section 409A, then such payments shall be paid at the time specified

hereunder without any interest thereon. For purposes of Section 409A of the Code, each payment

made under this Agreement shall be designated as a “separate payment” within

the meaning of Section 409A. Without limiting the foregoing, the terms “terminates”

or “termination of employment” or similar terms used in the Plan shall be interpreted

to mean to occur when a “separation of service” occurs as defined under Section

409A.

11. Governing

Law. This Agreement shall be governed by the laws of the State of Delaware and without

regard to the conflicts of laws provisions thereof. Any dispute arising hereunder shall be

resolved pursuant to arbitration held in Denver, Colorado, under the then-applicable rules

of the American Arbitration Association. Such arbitration may be initiated by the Company

or by the Participant, and the award shall be final and binding and judgment thereon may

be entered in any court of jurisdiction. Such award may, in the panel’s discretion,

allocate arbitration costs and legal and other related fees, failing which each party shall

bear its own. No award may include incidental, consequential, multiple or punitive damages.

12. Severability.

The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability

of any provision shall not affect the validity or enforceability of the other provisions

hereof.

13. Entire

Agreement. This Agreement (together with the Plan) constitutes the entire agreement between

the parties hereto with respect to the subject matter hereof and supersedes all prior agreements,

if any, understandings and arrangements, oral or written, between the parties hereto with

respect to the subject matter hereof except that any non-solicitation, confidentiality and/or

return of property agreements between the parties are not superseded but expressly preserved

by this Agreement.

14. Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed

an original but all such counterparts shall together constitute one and the same instrument.

WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer and the Participant has executed

this Agreement as of the day and year first above written.

SHF,

LLC

By:

Name:

Title:

PARTICIPANT

«Name»

Exhibit

Release

Agreement

This

Release Agreement (this “Release Agreement”) dated as of [ ], 202[ ] (the “Effective Date”) is

entered into by [ ] (the “Participant”) for the benefit of [insert] (the “Company”),

and its affiliates.

consideration of the payment(s) described in Section 1 of the Retention Agreement (the “Retention Agreement”) dated

as of _______ __, 2026 by and between [insert] and the Participant and other good and valuable consideration, which are given to the

Participant specifically in exchange for this release as a result of negotiations between the Company and the Participant, the Participant,

on behalf of himself/herself, his/her heirs, successors and assigns, hereby irrevocably and knowingly, voluntarily and unconditionally

releases and discharges Company and its past and present parents, subsidiaries, divisions, related or affiliated entities, and all officers,

directors, agents, insurers, attorneys, Participants, or trustees of any or all of the aforesaid entities (hereinafter collectively referred

to as “Company Released Parties”), from any and all claims, charges, causes of action, losses and damages (including

attorneys’ fees and costs incurred) (“Claims”), known and unknown, including, but not limited to, those Claims

related in any way to the Participant’s employment with the Company or any of its affiliates, or the termination of Participant’s

employment relationship or position as an officer or Participant of the Company, arising on or prior to the Effective Date. The waivers

in this Release Agreement shall not waive the Participant’s rights respecting (i) the Company’s obligations under the Retention

Agreement and (ii) claims for benefits under any health, disability, retirement, life insurance or other, similar Participant benefit

plan (within the meaning of Section 3(3) of the Participant Retirement Income Security Act of 1974, as amended (“ERISA”))

of the Company.

For

the purposes of implementing a full and complete release and discharge of the Company Released Parties, the Participant expressly acknowledges

that this Release Agreement is intended to include in its effect, without limitation, all Claims which Participant does not know or suspect

to exist in his/her favor at the time the Participant signs this Release Agreement, and that this Release Agreement is intended to fully

and finally resolve any such Claim or Claims.

Without

limitation of the foregoing, this release specifically includes, but is not limited to, rights and claims under the local, state or federal

laws prohibiting discrimination in employment, including the Americans with Disabilities Act, the Age Discrimination in Employment Act,

the Family and Medical Leave Act, ERISA (except as otherwise stated herein), Title VII of the Civil Rights Act of 1964, the Civil Rights

Act of 1991, the Sarbanes Oxley Act of 2002, the Fair Labor Standards Act, the Portal to Portal Act, the National Labor Relations Act,

as well as any other local, state, federal or foreign laws or common law theories relating to discrimination in employment, the termination

of employment, or personal injury, including without limitation all claims for wrongful discharge, breach of contract, breach of an implied

covenant of good faith and fair dealing, intentional infliction of emotional distress, tortious interference with contract or prospective

economic advantage, defamation, loss of consortium, infliction of emotional distress; or any claim for any compensation, including, but

not limited to additional compensation, back pay, front pay, or benefits (other than as provided for in the Retention Agreement), severance,

reinstatement, or any other form of economic loss; and all claims for personal injury, including, but not limited to: mental anguish,

emotional distress, pain and suffering, humiliation, and damage to name or reputation; and all claims for liquidated damages and punitive

damages and all claims for counsel fees and costs.

A-1

The

Participant represents that he/she has not filed any Claim that was released in this Release Agreement against the Company Released Parties

with any court or government agency, and that he will not, to the extent allowed by applicable law, do so at any time in the future;

provided, however, that the covenants contained in herein will not prevent the Participant from filing a claim to enforce the terms of

the Retention Agreement or any other Claim not released hereunder. Should the Participant institute any claim released by this Agreement,

or should any other person institute such a claim on the Participant’s behalf, the Participant will reimburse the Company or applicable

party, as applicable, for any legal fees and expenses incurred in defending such a claim. If any government agency brings any claim or

conducts any investigation against the Company, nothing in this Release Agreement shall prevent the Participant from cooperating in such

proceedings.

Participant

represents that he/she has read carefully and fully understands the terms of this Release Agreement, and that Participant has been advised

to consult with an attorney and has had the opportunity to consult with an attorney prior to signing this Release Agreement. Participant

acknowledges that he/she is executing this Agreement voluntarily and knowingly and that he/she has not relied on any representations,

promises or agreements of any kind made to Participant in connection with Participant’s decision to accept the terms of this Agreement,

other than those set forth in the Retention Agreement and this Release Agreement. Participant acknowledges that Participant has been

given at least [forty-five (45)] days to consider whether Participant wants to sign this Release Agreement and that the Age Discrimination

in Employment Act gives Participant the right to revoke this Release Agreement within seven (7) days after it is signed, and Participant

understands that he/she will not receive any payments not otherwise due him/her under this Agreement until such seven (7) day revocation

period (the “Revocation Period”) has passed and then, only if Participant has not revoked this Agreement. Participant

may revoke the Agreement during the Revocation Period by providing written notice of the revocation to the Company’s [insert title]

at the Company’s corporate office at [insert address]. Upon such revocation, this Agreement and Section 1 of the Retention Agreement

shall be null and void and of no further force and effect. To the extent Participant has executed this Agreement within less than [forty-five

(45)] days after its delivery to the Participant, Participant hereby acknowledges that his/her decision to execute this Release Agreement

prior to the expiration of such [forty-five (45)] day period was entirely voluntary.

The

release of claims set forth above and the other terms of this Agreement do not prohibit the Participant from disclosing the terms of

this Agreement to, filing a complaint with and/or providing information to the Equal Employment Opportunity Commission, the National

Labor Relations Board, the Securities and Exchange Commission (SEC) or any other governmental entity, related to Participant’s

employment or separation of employment. However, the Participant understands and acknowledges that the release of claims set forth above

will completely bar any recovery or relief obtained on the Participant’s behalf, whether monetary or otherwise, with respect to

any of the claims that the Participant has released against any and all of the Company Released Parties. Notwithstanding the foregoing,

nothing set forth in this Agreement limits the Participant’s right to receive a monetary award for information provided to the

SEC pursuant to Rule 21F-17 promulgated under the Securities Exchange Act of 1934, as amended.

A-2

The

Participant understands and acknowledges the significance of this Release Agreement and acknowledges that this Release Agreement is voluntary

and has not been given as a result of any coercion. The Participant also acknowledges that he/she has been given full opportunity to

review the Retention Agreement and this Release Agreement, that he/she has been specifically advised to consult with legal counsel prior

to signing it, that he/she has in fact carefully reviewed it with his/her attorney before signing it, and that he/she executes this Release

Agreement only after full reflection and analysis.

Other

than as to rights, claims and causes of action arising under the ADEA, the release of claims set forth in this Release Agreement shall

be immediately effective upon execution by the Participant.

The

Participant acknowledges and agrees that he/she has not, with respect to any transaction or state of facts existing prior to the date

hereof, filed any complaints, charges or lawsuits against any Company Released Party with any governmental agency, court or tribunal.

The

Participant acknowledges that the payment(s) the Participant is receiving under Section 1 of the Retention Agreement in connection with

the release of claims set forth in this Release Agreement are in addition to anything of value to which the Participant is entitled from

the Company.

Each

provision hereof is severable from this Release Agreement, and if one or more provisions hereof are declared invalid, the remaining provisions

shall nevertheless remain in full force and effect. If any provision of this Release Agreement is so broad, in scope, or duration or

otherwise, as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

This

Release Agreement constitutes the complete agreement in respect of the subject matter hereof and shall supersede all prior agreements

between the Company and the Participant in respect of the subject matter hereof except to the extent set forth herein.

The

failure to enforce at any time any of the provisions of this Release Agreement or to require at any time performance by the Participant

of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect the validity of this Release

Agreement, or any part hereof, or the right of the Company thereafter to enforce each and every such provision in accordance with the

terms of this Release Agreement.

This

Release Agreement shall be binding upon any and all successors and assigns of the Participant and the Company.

Except

for issues or matters as to which federal law is applicable, this Release Agreement shall be governed by and construed and enforced in

accordance with the laws of the State of Delaware without giving effect to the conflicts of law principles thereof.

WITNESS WHEREOF, the Participant has executed this Agreement as of the date set forth above.

Participant

A-3

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