Form 8-K

8-K — CALLAN JMB INC.

Accession: 0001493152-26-028275

Filed: 2026-06-11

Period: 2026-06-05

CIK: 0002032545

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

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)

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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): June 5, 2026

Callan

JMB Inc.

(Exact

name of registrant as specified in its charter)

Nevada

001-42506

99-0931141

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

244

Flightline Drive

Spring

Branch, Texas

78070

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (830) 438-0395

N/A

(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, $0.001 par value

CJMB

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.

June 5, 2026, Eric Kash resigned from his position as Executive Vice President of Callan JMB Inc. (the “Company”), and from

his position as a member of the Board of Directors of the Company, including any committee positions, effective as of June 5, 2026. Mr.

Kash’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations,

policies or practices.

connection with Mr. Kash’s resignation, the Company and Mr. Kash entered into a Settlement, Waiver and Release Agreement, dated

June 5, 2026 (the “Settlement Agreement”). Pursuant to the Settlement Agreement, the Company agreed to pay Mr. Kash a total

severance amount of $125,000, payable in three equal monthly installments of $41,666.67 each, less applicable withholdings and deductions,

with the first installment payable following the expiration of the applicable revocation period. The Company also agreed to pay Mr. Kash

all accrued and unused vacation pay earned through the effective date of his separation, less applicable withholdings and deductions.

The

Settlement Agreement further provides that Mr. Kash currently holds 187,500 vested stock options, which will remain outstanding and exercisable

in accordance with their terms and will expire only upon expiration of the 10-year option term set forth in the applicable award agreement,

and will not be subject to any shorter post-termination exercise period as a result of Mr. Kash’s separation from the Company.

The

Settlement Agreement contains mutual releases of claims by the Company and Mr. Kash, provides for termination of the Employment Agreement,

dated October 1, 2024, as amended by the Amendment to Employment Agreement dated October 24, 2024, and includes customary confidentiality,

non-disparagement, covenant not to sue, cooperation and related provisions. The foregoing description of the Settlement Agreement is

qualified in its entirety by reference to the full text of the Settlement Agreement, a copy of which is filed as Exhibit 10.1 to this

Current Report on Form 8-K and incorporated herein by reference.

Forward-Looking

Statements

This

Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of

1995. These statements relate to future events or the future financial performance of the Company and involve known and unknown risks,

uncertainties, and other factors that may cause actual results, performance, or achievements to be materially different from any future

results, performance, or achievements expressed or implied by the forward-looking statements.

some cases, forward-looking statements can be identified by terms such as “may,” “will,” “should,”

“expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,”

“projects,” “potential,” “continues,” or the negative of these terms or other comparable terminology.

These forward-looking statements include, but are not limited to, statements regarding the Company’s intent to submit a plan to

regain compliance with the Stockholders’ Equity Requirement within 45 calendar days and the Company’s ability to regain compliance

with the Stockholders’ Equity Requirement by the deadline imposed by Nasdaq.

These

forward-looking statements reflect the Company’s current expectations and projections based on information available as of the

date of this Current Report on Form 8-K and are subject to a number of risks and uncertainties, including, but not limited to, general

economic, financial, and business conditions; the Company’s ability to successfully implement its strategic initiatives; supply

chain disruptions; regulatory compliance and legal proceedings; and other risks detailed from time to time in the Company’s filings

with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on

Form 10-Q.

The

Company cautions investors that forward-looking statements are not guarantees of future performance and actual results may differ materially

from those projected. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of

new information, future events, or otherwise, except as required by law.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

10.1

Settlement, Waiver and Release Agreement, dated June 5, 2026, by and between Callan JMB Inc. and Eric Kash.

104

Cover

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

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.

Date:

June 11, 2026

Callan

JMB Inc.

By:

/s/

Wayne Williams

Name:

Wayne

Williams

Title:

Chief

Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit 10.1

Settlement,

Waiver and Release Agreement

This

Settlement, Waiver and Release Agreement (“Agreement” or “Settlement Agreement”) is made and entered

into as of June 5, 2026 (“Effective Date”) by and between CALLAN JMB Inc., a Nevada Corporation (the “Company”

or “CJMB”), and Mr. Eric Kash, an individual (“Executive”) (hereafter also referenced in their

generic singular alternative as “Party” and in their generic plural collective as “Parties”), and

provides as follows:

E C I T A L S:

WHEREAS,

CJMB is a duly constituted corporation whose common stock is registered under Section 12 of the Securities Exchange Act of 1934, as amended

(the “Exchange Act”), and trades on Nasdaq Capital Market, LLC under the ticker symbol CJMB;

WHEREAS,

on or about October 1, 2024, the Company and the Executive entered into that certain Employment Agreement (as amended by that certain

Amendment to the Employment Agreement dated October 24, 2024, collectively, the “Employment Agreement”) pursuant to

which the Executive has served as an executive officer of the Company (in the capacity of Executive Vice-President) and as a member of

the Board of Directors of the Company (the “Board”);

WHEREAS,

the Employment Agreement contains certain obligations that survive termination, including without limitation: (i) confidentiality and

non-disclosure obligations; (Section 7); (ii) non-competition and non-solicitation restrictions (Section 9), including a Restricted Period

of twenty-four (24) months; (iii) assignment of inventions and intellectual property; (Section 8); and (iv) severance obligations upon

certain qualifying terminations; (Section 5(d));

WHEREAS,

the Parties desire to terminate the Employment Agreement in its entirety, including all surviving obligations, and the Executive desires

to voluntarily resign from his position as an executive officer of the Company and from his position as a member of the Board, and to

release each other Party from any and all claims arising from or related to the Employment Agreement, the Executive’s service as

an officer and director, or the Parties’ prior business relationship, and resolve all outstanding matters between them on the terms

set forth herein;

WHEREAS,

the Executive acknowledges that a voluntary resignation under Section 5(e) of the Employment Agreement would entitle the Executive only

to Final Compensation (as defined therein), and that the Company has agreed, solely as consideration for the mutual releases and covenants

set forth herein, to pay the Executive a lump sum settlement amount of One Hundred Twenty-Five Thousand Dollars ($125,000.00), payable

in three (3) equal monthly installments of Forty-One Thousand Six Hundred Sixty-Six Dollars and Sixty-Seven Cents ($41,666.67) each following

the Effective Date, in full and final settlement of all obligations owed to the Executive;

WHEREAS,

as such, the Parties now wish to memorialize the agreed terms in this Settlement Agreement.

NOW

THEREFORE, in consideration of the foregoing recitals, the truth of which are acknowledged, and the mutual promises and other good and

valuable consideration set forth below, the receipt of which is acknowledged as sufficient to support this Agreement, the Parties expressly

consent and agree to the following material terms and conditions to effectuate this Settlement Agreement:

Resignation. Effective as of the Effective Date, the Executive hereby voluntarily resigns from (a) his position as the Executive

Vice-President of the Company, and any and all other officer or employee positions held with the Company or any of its subsidiaries or

affiliates; and (b) his position as a member of the Board, and any and all committees thereof on which the Executive may serve, and any

and all other directorships held with the Company or any of its subsidiaries or affiliates. The Executive acknowledges and agrees that

such resignation is voluntary and is not the result of any disagreement with the Company on any matter relating to the Company’s

operations, policies, or practices., and is not being made for Good Reason (as defined in the Employment Agreement). The Company shall

file a Current Report on Form 8-K with the Securities and Exchange Commission disclosing the Executive’s resignation in accordance

with applicable requirements under the Exchange Act, including Item 5.02 thereof, and the Executive agrees to cooperate with the Company

in connection with such filing.

As consideration for the Executive’s execution of this

Settlement Agreement and the mutual releases set forth herein (“Consideration”), the Company has agreed to pay the

Executive the total sum of One Hundred Twenty-Five Thousand Dollars ($125,000.00) (the “Severance Payment”), payable

in three (3) equal monthly installments of Forty-One Thousand Six Hundred Sixty-Six Dollars and Sixty-Seven Cents ($41,666.67) each,

with the first installment due on the first regular payroll date following the expiration of the Revocation Period (as defined in Section

30 hereof) and each subsequent installment due on the corresponding payroll date in each of the two (2) succeeding months, less all applicable

withholdings and deductions required by law. The Executive acknowledges that, under Section 5(e) of the Employment Agreement, a voluntary

resignation would entitle the Executive only to Final Compensation, and that the Severance Payment is being made solely as consideration

for the releases and covenants contained in this Settlement Agreement.

In addition to the Severance Payment, the Company shall pay

to the Executive all accrued and unused vacation pay earned through the Effective Date, calculated in accordance with the Company’s

standard policies and the terms of the Employment Agreement, payable in a lump sum on the first regular payroll date following the expiration

of the Revocation Period, less all applicable withholdings and deductions required by law.

Notwithstanding anything to the contrary in the Employment

Agreement or any equity incentive plan, award agreement, or other compensatory arrangement between the Company and the Executive, the

Parties acknowledge and agree that the Executive currently holds Two Hundred Twelve Thousand Five Hundred (212,500) vested stock options.

Such vested stock options shall remain outstanding and exercisable in accordance with their terms and shall expire only upon the expiration

of the ten (10)-year option term set forth in the applicable award agreement, and shall not be subject to any shorter post-termination

exercise period as a result of the Executive’s separation from the Company. The Company shall take all actions reasonably necessary

to effectuate the foregoing, including without limitation any amendments to applicable award agreements or plan documents, and shall

make all required filings with the Securities and Exchange Commission, including any Form 4 filings under Section 16 of the Exchange

Act, in connection with the continued exercisability of such vested stock options.

The Executive acknowledges and agrees that the Severance Payment

constitutes full, fair, and adequate consideration for all claims, rights, and obligations released by the Executive herein, and that

the Executive has made an independent assessment of the value of such claims and has not relied upon any representation by the Company

as to the adequacy of such consideration. The Executive further acknowledges that, but for this Settlement Agreement, the Executive would

not be entitled to the Severance Payment.

Confidentiality Non-Disclosure. The Parties, as to themselves, as well as their respective Officers, Directors, Shareholders,

Employees, Agents, and Representatives (as applicable), expressly agree the terms of this Agreement shall remain confidential and not

be disclosed by the Parties to any third party, except as expressly set forth herein, or as such disclosure is made to professional advisors

for tax or legal advice, or as otherwise required by law, including without limitation any disclosure required by the Exchange Act or

the rules and regulations of the Securities and Exchange Commission.

Non-Disparagement. The Parties shall not, and shall cause their respective officers, directors, employees, agents, and representatives

not to, make any derogatory, disparaging, or defamatory comment or statement, whether written, oral, or through any medium including

social media, online platforms, or other electronic communications, to any third party regarding any other Party to this Settlement Agreement

or, in the case of the Executive, regarding the Company, its products, services, officers, directors, or employees, and in the case of

the Company, regarding the Executive. Nothing in this Section shall prohibit any Party from providing truthful testimony or information

in connection with any legal proceeding, governmental investigation, or regulatory inquiry, or from making truthful statements required

by applicable law.

Waiver and Release by the Executive. By execution of this Settlement Agreement, and contingent upon the full performance hereof,

the Executive, on behalf of himself, as well as his heirs, executors, administrators, legatees, successors, and assigns, irrevocably

and forever waives, releases, and discharges the Company, as well as its past and present directors, officers, shareholders, members,

managers, employees, agents, attorneys, representatives, successors, assigns, subsidiaries, parent companies, and affiliates (collectively,

the “Company Released Parties”) from and against any and all claims, demands, actions, causes of action, suits, damages,

losses, costs, expenses, liabilities, and obligations of every kind and nature whatsoever, whether at law or in equity, whether known

or unknown, suspected or unsuspected, contingent or non-contingent, matured or unmatured, which the Executive now has, has ever had,

or may hereafter have against the Company Released Parties, arising from, relating to, or in any way connected with the Employment Agreement,

the Executive’s employment with the Company, the Executive’s service as an officer or director of the Company, or the Parties’

business relationship, including without limitation any claims for: (i) wages, salary, bonuses, incentive compensation, commissions,

or any other compensation; (ii) severance pay or benefits (other than the Severance Payment set forth herein); (iii) equity compensation,

stock options, restricted stock, stock appreciation rights, or ownership interests of any kind; (iv) expense reimbursements; (v) breach

of contract; (vi) breach of the implied covenant of good faith and fair dealing; (vii) wrongful termination or constructive discharge;

(viii) discrimination, harassment, or retaliation under any federal, state, or local statute, including but not limited to Title VII

of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, and any state-law equivalents;

(ix) unjust enrichment or quantum meruit; (x) promissory estoppel; (xi) breach of fiduciary duty; (xii) defamation, tortious interference,

or intentional infliction of emotional distress; and (xiii) any other claim arising from or related to the Employment Agreement, the

Executive’s service as an officer or director, or the Parties’ relationship. The aforementioned waiver is a knowing, intelligent,

and voluntary waiver of fully known rights.

Waiver and Release by CJMB. By execution of this Settlement Agreement, and contingent upon the full performance hereof, the

Company, on behalf of itself, as well as its past and present shareholders, officers, directors, members, managers, employees, agents,

attorneys, representatives, successors, assigns, subsidiaries, parent companies, and affiliates, irrevocably and forever waives, releases,

and discharges the Executive, individually, as well as his heirs, executors, administrators, successors, assigns, agents, attorneys,

and representatives (collectively, the “Executive Released Parties”) from and against any and all claims, demands,

actions, causes of action, suits, damages, losses, costs, expenses, liabilities, and obligations of every kind and nature whatsoever,

whether at law or in equity, whether known or unknown, suspected or unsuspected, contingent or non-contingent, matured or unmatured,

which the Company now has, has ever had, or may hereafter have against the Executive Released Parties, arising from, relating to, or

in any way connected with the Employment Agreement, the Executive’s employment with the Company, the Executive’s service

as an officer or director of the Company, or the Parties’ business relationship, including without limitation any claims for: (i)

breach of fiduciary duty; (ii) breach of confidentiality or non-disclosure obligations; (iii) misappropriation or misuse of intellectual

property or Confidential Information; (iv) infringement of Intellectual Property Rights; (v) breach of non-competition or non-solicitation

obligations; (vi) breach of contract; (vii) breach of the implied covenant of good faith and fair dealing; (viii) tortious interference;

(ix) conversion; and (x) any other claim arising from or related to the Employment Agreement, the Executive’s service as an officer

or director, or the Parties’ relationship. The aforementioned waiver is a knowing, intelligent, and voluntary waiver of fully known

rights.

Termination of Employment Agreement. Effective as of the Effective Date of this Settlement Agreement, the Employment Agreement

(including the Amendment dated October 24, 2024), including all exhibits, schedules, amendments, addenda, and ancillary agreements thereto,

is hereby terminated in its entirety. Without limiting the generality of the foregoing, the Parties expressly agree that the following

provisions of the Employment Agreement are terminated and shall have no further force or effect: (a) the confidentiality and non-disclosure

obligations set forth in Section 7 thereof; (b) the non-competition and non-solicitation restrictions set forth in Section 9 thereof,

including the Restricted Period; (c) the assignment of inventions and intellectual property obligations set forth in Section 8 thereof,

provided that any assignment of Intellectual Property (as defined in the Employment Agreement) made prior to the Effective Date shall

remain valid and in full force and effect; (d) any clawback provisions set forth in Section 17 thereof; and (e) any and all other obligations

that would otherwise survive termination of the Employment Agreement pursuant to Section 21 thereof. Neither Party shall have any further

rights, obligations, or liabilities under the Employment Agreement except as expressly set forth in this Settlement Agreement.

Return of Materials; Intellectual Property. Within fourteen (14) calendar days of the Effective Date, the Executive shall

return to the Company, or certify in writing that he has destroyed, all documents, files, records, materials, and tangible property (including

all copies thereof, whether in physical or electronic form) belonging to the Company or containing the Company’s Confidential Information

(as defined in Section 11(i) of the Employment Agreement) that are in the Executive’s possession, custody, or control, including

without limitation any Company-issued laptop, mobile device, access credentials, or security tokens. The Executive shall comply with

Section 6(f) of the Employment Agreement with respect to personal devices and systems containing Company information. The Executive represents

and warrants that, as of the Effective Date, all Intellectual Property (as defined in Section 11(m) of the Employment Agreement) conceived,

developed, or reduced to practice by the Executive during his employment have been fully disclosed to the Company and that any and all

right, title, and interest therein has been duly assigned to the Company pursuant to Section 8 of the Employment Agreement.

No Constructive Interpretation. The Parties have contributed equally to the drafting of this Settlement Agreement and have

had reasonable opportunity to review and consider same or to seek the advice of their respective counsel prior to their execution hereof.

Binding Effect. This Settlement Agreement shall be binding upon and for the benefit of the undersigned Parties, their heirs,

successors, assigns, subsidiaries and/or affiliates.

10.

Attorney’s Fees and Costs. Except as expressly otherwise set forth herein, the Parties each agree to bear their own

attorney’s fees and costs with respect to the drafting and execution of this Settlement Agreement and all matters related thereto.

Notwithstanding the foregoing, however, in the instance either of the Parties should have to engage counsel in the enforcement of this

Settlement Agreement, the prevailing Party in any such action shall be entitled to the award of reasonable attorney’s fees and

costs with respect thereto from the non-prevailing Party.

11.

Enforcement. Any action to enforce the terms and conditions of this Agreement shall be brought in any state or federal court

of competent jurisdiction located in New York City, New York, and each Party irrevocably consents to the personal jurisdiction of such

courts and waives any objection to venue therein.

12.

Complete Agreement; Supersession. This Settlement Agreement constitutes the full and complete understanding between and among

the Parties and supersedes any and all prior oral or written representations, negotiations, agreements, and understandings between the

Parties with respect to the subject matter hereof, including without limitation the Employment Agreement and all exhibits, amendments,

and addenda thereto. This Settlement Agreement may not be modified, amended, or waived except by a written instrument duly executed by

both Parties. No waiver of any provision of this Settlement Agreement shall constitute a waiver of any other provision or of the same

provision on another occasion.

13.

Representations and Warranties. Each Party represents and warrants to the other that: (a) such Party has the full power, authority,

and legal capacity to enter into and perform this Settlement Agreement; (b) this Settlement Agreement has been duly executed and delivered

by such Party and constitutes a valid and binding obligation enforceable against such Party in accordance with its terms; (c) neither

the execution nor the performance of this Settlement Agreement will violate or conflict with any other agreement to which such Party

is a party or by which such Party is bound; (d) such Party has not previously assigned, transferred, or encumbered any of the claims

released herein; (e) there is no pending or threatened litigation, arbitration, or administrative proceeding relating to the claims released

herein other than as described in this Agreement; (f) neither Party has filed, caused to be filed, or is presently a party to any claim,

complaint, charge, or action against the other Party in any forum; (g) such Party has had a reasonable opportunity to consult with legal

counsel of such Party’s own choosing prior to executing this Settlement Agreement; and (h) such Party is executing this Settlement

Agreement voluntarily, knowingly, and without duress or undue influence of any kind.

14.

Material Nature of Recitals. The Recitals contained herein are material and have been relied upon in the Settlement Agreement,

and the Parties’ execution of this Settlement Agreement.

15.

Headings for Illustrative Purposes. The headings herein are for illustrative purposes only and no material meaning shall be

according thereto.

16.

Execution in Counterpart. This Settlement Agreement may be executed in electronic Counterpart forms (“Counterpart(s)”),

which Counterparts when taken together shall form the complete and enforceable Settlement Agreement.

17.

Covenant Not to Sue. Each Party covenants and agrees that it will not, directly or indirectly, commence, join in, assist,

or maintain any lawsuit, action, arbitration, mediation, or other proceeding of any nature against the other Party or any of the Released

Parties (as applicable) with respect to any claims, demands, or causes of action released or discharged pursuant to this Settlement Agreement.

Each Party acknowledges and agrees that this covenant not to sue is a material inducement for the other Party to enter into this Settlement

Agreement and that any breach of this covenant shall entitle the non-breaching Party to recover all damages, costs, and attorneys’

fees incurred in defending against any such proceeding, in addition to any other remedies available at law or in equity.

18.

Waiver of Unknown Claims. Each Party acknowledges that such Party may hereafter discover claims or facts in addition to or

different from those which such Party now knows or believes to exist with respect to the subject matter of the releases granted herein,

and which, if known or suspected at the time of entering into this Settlement Agreement, may have materially affected this Settlement

Agreement. Nevertheless, each Party hereby waives any claim that this Settlement Agreement was procured by fraud or that this Settlement

Agreement should be set aside for mutual or unilateral mistake, and each Party hereby fully, finally, and forever settles and releases

any and all claims, whether known or unknown, suspected or unsuspected, contingent or non-contingent, which now exist, may hereafter

exist, or may heretofore have existed, upon any theory of law, equity, or otherwise, whether or not concealed or hidden, with respect

to the subject matter of the releases granted herein. Each Party expressly waives and relinquishes all rights and benefits afforded by

any analogous provision of any other state’s laws to Section 1542 of the California Civil Code, which provides: “A GENERAL

RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME

OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED

PARTY.” Each Party acknowledges that the foregoing waiver was separately bargained for and is a key element of this Settlement

Agreement.

19.

No Admission of Liability. This Settlement Agreement is entered into for the purpose of compromising disputed claims and avoiding

the expense and uncertainty of litigation. Nothing contained herein shall be construed as an admission of liability, wrongdoing, or fault

on the part of any Party. Neither this Settlement Agreement nor any of its terms shall be offered or received in evidence in any action

or proceeding as an admission or concession of liability or wrongdoing of any nature on the part of any Party; provided, however, that

this Settlement Agreement may be introduced in evidence to enforce its terms.

20.

Tax Indemnification. Each Party shall be solely responsible for the payment of any and all taxes, including without limitation

income taxes, self-employment taxes, and any penalties and interest thereon, arising from or attributable to any payments or consideration

received by such Party pursuant to this Settlement Agreement. Each Party agrees to indemnify, defend, and hold harmless the other Party

and its Released Parties from and against any and all tax liabilities, penalties, interest, costs, and expenses (including reasonable

attorneys’ fees) resulting from or attributable to such Party’s failure to pay any taxes owed in connection with this Settlement

Agreement. No Party makes any representation regarding the tax consequences of this Settlement Agreement, and each Party acknowledges

that such Party has been advised to consult with such Party’s own tax advisor.

21.

Cooperation. Each Party agrees to execute and deliver any additional documents, instruments, or assurances and to take any

further actions that may be reasonably necessary or desirable to carry out the purposes and intent of this Settlement Agreement, including

without limitation any filings, assignments, or transfers necessary to effectuate the termination of the Employment Agreement, the Executive’s

resignation, and the releases granted herein. The Executive agrees to cooperate with the Company in connection with: (a) the filing of

a Current Report on Form 8-K and any other disclosure required under the Exchange Act in connection with the Executive’s resignation;

(b) the orderly transition of the Executive’s duties and responsibilities; (c) any third-party claims, regulatory inquiries, or

legal proceedings relating to matters arising from or connected to the Executive’s employment or service as an officer or director

of the Company; and (d) any responses to inquiries from FINRA, Nasdaq, or any other self-regulatory organization in connection with the

Executive’s separation, provided that the Company shall reimburse the Executive for reasonable out-of-pocket expenses incurred

in connection with such cooperation and shall provide the Executive with reasonable advance notice of any cooperation request.

22.

Severability. If any provision of this Settlement Agreement or the application thereof to any person or circumstance shall

be held invalid, illegal, or unenforceable by a court of competent jurisdiction, the remainder of this Settlement Agreement and the application

of such provision to other persons or circumstances shall not be affected thereby, and each such provision shall be valid and enforceable

to the fullest extent permitted by law. In the event any provision is held invalid, illegal, or unenforceable, the Parties agree to negotiate

in good faith a substitute provision that most nearly reflects the original intent of the Parties.

23.

No Third-Party Beneficiaries. Except as expressly provided herein with respect to the Released Parties, nothing in this Settlement

Agreement is intended to confer any rights or remedies upon any person or entity other than the Parties hereto and their respective successors

and permitted assigns.

24.

Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL

RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS SETTLEMENT AGREEMENT OR THE TRANSACTIONS

CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (A) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY

OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF ANY SUCH ACTION OR PROCEEDING; (B)

SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY; AND (D) SUCH PARTY HAS BEEN

INDUCED TO ENTER INTO THIS SETTLEMENT AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

25.

Remedies. Each Party acknowledges and agrees that a breach of any provision of this Settlement Agreement may cause irreparable

harm to the non-breaching Party for which monetary damages would be inadequate. Accordingly, in addition to any other remedies available

at law or in equity, the non-breaching Party shall be entitled to seek injunctive relief, specific performance, or other equitable relief

to enforce the terms of this Settlement Agreement, without the necessity of posting any bond or other security and without the need to

prove actual damages.

26.

Reserved.

27.

Notices. All notices, demands, or other communications required or permitted to be given hereunder shall be in writing and

shall be deemed to have been duly given: (a) upon personal delivery; (b) one (1) business day after being sent by nationally recognized

overnight courier service; or (c) upon confirmed delivery by email transmission during normal business hours of the recipient (or, if

not during normal business hours, on the next business day). Notices shall be sent to the addresses set forth in the preamble of this

Agreement or to such other address as a Party may designate by written notice to the other Party in accordance with this Section.

28.

Survival. The provisions of Sections 2 (Confidentiality Non-Disclosure), 3 (Non-Disparagement), 4 (Waiver and Release by Executive),

5 (Waiver and Release by CJMB), 17 (Covenant Not to Sue), 18 (Waiver of Unknown Claims), 20 (Tax Indemnification), and all provisions

of this Settlement Agreement that by their nature are intended to survive shall survive the execution of this Settlement Agreement and

the payment of the Consideration and shall remain in full force and effect in perpetuity.

29.

Governing Law. This Settlement Agreement shall be governed by and construed in accordance with the laws of the State of New

York, without regard to its conflict of laws principles. The Parties irrevocably submit to the exclusive jurisdiction of the state and

federal courts located in New York, New York, for the purpose of any action arising out of or relating to this Settlement Agreement,

and each Party irrevocably waives any objection to venue or any claim of inconvenient forum with respect to any such action.

30.

ADEA/OWBPA Compliance. the Executive acknowledges that he is over the age of forty (40) and that this Settlement Agreement

includes a release of claims under the Age Discrimination in Employment Act (“ADEA”). In accordance with the Older

Workers Benefit Protection Act (“OWBPA”): (a) the Executive acknowledges that he has been advised to consult with

an attorney prior to executing this Settlement Agreement; (b) the Executive has been given a period of twenty-one (21) days from the

date of receipt of this Settlement Agreement within which to consider whether to execute it (the “Consideration Period”);

(c) the Executive has a period of seven (7) days following his execution of this Settlement Agreement within which to revoke his acceptance

(the “Revocation Period”), and this Settlement Agreement shall not become effective or enforceable until the Revocation

Period has expired without revocation; and (d) the Executive acknowledges that nothing in this Settlement Agreement prevents or precludes

him from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition

precedent, penalties, or costs for doing so, unless specifically authorized by federal law.

31.

Compliance with Section 409A. It is intended that the payments and benefits provided under this Settlement Agreement shall

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

this Settlement Agreement shall be interpreted and construed accordingly. In no event shall the Company be liable to the Executive for

any additional tax, interest, or penalty that may be imposed on the Executive by Section 409A or for any damages for failing to comply

with Section 409A. Each installment of the Severance Payment shall be treated as a separate payment for purposes of Section 409A. If

the Executive is a “specified employee” within the meaning of Section 409A, any payment that constitutes nonqualified deferred

compensation subject to Section 409A that would otherwise be payable during the six (6)-month period following the Executive’s

separation from service shall be accumulated and paid on the first business day of the seventh month following such separation from service,

together with interest at the applicable federal rate.

32.

Section 16 Matters; D&O Insurance; Indemnification. Notwithstanding anything to the contrary herein, the Executive shall

retain all rights to indemnification and advancement of expenses under the Company’s certificate of incorporation, bylaws, and

any indemnification agreement between the Executive and the Company, and shall continue to be covered under the Company’s directors’

and officers’ liability insurance policy (or any replacement, tail, or run-off policy) with respect to claims arising from or related

to the Executive’s service as an officer or director of the Company, in each case to the same extent as other former officers and

directors, for a period of not less than six (6) years following the Effective Date. The Company shall not amend, modify, or terminate

any such indemnification rights or D&O coverage in a manner that would adversely affect the Executive without the Executive’s

prior written consent. The Company shall cooperate with the Executive in connection with the filing of any Form 4 or Form 5 required

under Section 16 of the Exchange Act in connection with the Executive’s cessation of insider status, and shall file or cause to

be filed all such reports within the time periods prescribed by applicable law.

[SIGNATURE

PAGES BELOW]

WITNESS WHEREOF, the Parties have caused this Settlement, Waiver, and Release Agreement to be executed as of the dates shown herein

below.

Executed this 5th

day of June, 2026

Executed this

5th day of June, 2026

By: /s/

Wayne Williams,

By:

/s/ Eric

Kash

Wayne Williams,

Chief Executive Officer,

Eric Kash, Individually

President

and Chairman of the Board,

Callan

JMB Inc.

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