Exhibit 10.1

EXECUTION VERSION

THIRD AMENDMENT TO CREDIT AGREEMENT

This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of September 11, 2026 among HUB GROUP, INC., a Delaware corporation (the “Borrower”), the Guarantors signatory hereto, the Required Lenders signatory hereto, and BANK OF MONTREAL, a Canadian chartered bank acting through its Chicago branch (“Administrative Agent”), as Administrative Agent, Swingline Lender and a L/C Issuer as provided herein.

PRELIMINARY STATEMENTS

A. The Borrower, the Guarantors party thereto, the Lenders party thereto and the Administrative Agent, Swingline Lender and L/C Issuer entered into that certain Credit Agreement, dated as of June 20, 2025 (as amended by that certain First Amendment to Credit Agreement and Waiver, dated as of March 23, 2026 (the “First Amendment”) and that certain Second Amendment to Credit Agreement and Waiver, dated as of June 12, 2026 (the “Second Amendment”), and as may be further amended, restated, supplemented or otherwise modified, the “Credit Agreement”). All capitalized terms used herein without definition shall have the same meanings herein as such terms have in the Credit Agreement, the First Amendment and the Second Amendment, as applicable.

B. The Borrower has requested that the Required Lenders agree that (i) the required delivery date under Section 8.4(a) of the Credit Agreement for the quarterly unaudited financial statements for the fiscal quarters ended March 31, 2026, June 30, 2026, and September 30, 2026 be amended to require delivery thereof by November 30, 2026 and (ii) the required delivery date under Section 8.4(b) of the Credit Agreement for the annual audited financial statements for the annual accounting period of the Borrower ending December 31, 2025 be amended to require delivery thereof by November 30, 2026 (collectively, the “Extended Financial Statements Delivery Dates”).

C. The Borrower has notified the Administrative Agent and the Lenders that it has paid or anticipates paying costs, fees and expenses arising out of and in connection with matters related to the 8-K Disclosures, the May 8-K Disclosures and the Restated Financial Statements (collectively, the “One-Time Expenses”).

D. The Borrower has requested that the Required Lenders consent to, and the Required Lenders will so consent on the terms of this Amendment to, (i) the Extended Financial Statements Delivery Dates and (ii) an add-back to EBITDA of cash charges for the One-Time Expenses but solely to the extent such One-Time Expenses are incurred in the calendar year 2026.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

SECTION 1. AMENDMENTS TO CREDIT AGREEMENT.

Subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement shall be and hereby is amended as follows:

1.1. Section 1.1 of the Credit Agreement shall be and hereby is amended to insert a definition of “2026 Expenses” therein in proper alphabetical order to read as follows:

“2026 Expenses” means costs, fees, and expenses incurred in connection with or arising out of matters related to the circumstances and events described in the 8-K Disclosures, the May 8-K Disclosures or otherwise related to the Restated Financial Statements.

1.2. Section 1.1 of the Credit Agreement shall be and hereby is further amended to amend and restate in its entirety the definition of “EBITDA” set forth therein to read as follows:

“EBITDA” means, with reference to any four-fiscal quarter period (the “Test Period”), Net Income for the Test Period plus all amounts deducted in arriving at such Net Income amount in respect of (without duplication) (i) Interest Expense for such Test Period, plus (ii) taxes (including federal, state and local income taxes) of the Hub Group for such Test Period, plus (iii) all amounts properly charged for depreciation, amortization during such Test Period on the books of the Hub Group, plus (iv) adjustments for non-cash stock-based compensation, plus (v) non-cash charges (except to the extent such non-cash charges are reserved for cash charges to be taken in the future), plus (vi) for cash charges for transaction fees, costs and expenses relating to the closing of this Agreement, Permitted Acquisitions, and dispositions of Property permitted by Section 8.8(b), plus (vii) the 2026 Expenses incurred on or prior to December 31, 2026, plus (viii) add backs consented to by the Administrative Agent so long as such addbacks do not account for more than 10% of EBITDA, plus (ix) add-backs that (1) are factually supportable and made in accordance with Regulation S-X under the Securities Act of 1933 or (2) represent demonstrable cost-savings and operating expense reductions that relate to Permitted Acquisitions or dispositions of assets or are reasonably anticipated by the Borrower to be achieved in connection with such Permitted Acquisition or disposition within the 12-month period following the consummation thereof, which the Borrower determines in good faith are reasonable and which are so set forth in a certificate of a financial officer of the Borrower delivered to the Administrative Agent, provided that amounts added back pursuant to this subclause (2) shall be permitted only to the extent the aggregate additions under subclauses (1) and (2) for such period do not exceed 10% of the amount which could have been included in EBITDA in the absence of the adjustment under this clause (ix). EBITDA shall be calculated on a pro forma basis to give effect to any Permitted Acquisition consummated at any time on or after the first day of a Test Period thereof as if each such Permitted Acquisition had been effected on the first day of such Test Period, including cash and non-cash adjustments (including transaction fees and expenses).

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1.3. Section 8.4(a) of the Credit Agreement shall be and hereby is amended and restated in its entirety to read as follows:

(a) as soon as available, and in any event within 45 days after the close of the first three fiscal quarters of each fiscal year of the Borrower (or, in the case of the fiscal quarters ending March 31, 2026, June 30, 2026 and September 30, 2026, on or before November 30, 2026), a copy of the consolidated balance sheet of the Hub Group as of the last of such period and the consolidated statements of income, retained earnings and cash flows of the Hub Group for the quarter and the fiscal year-to-date period then ended, each in reasonable detail showing in comparative form the figures for the corresponding date and period in the previous fiscal year, prepared by the Borrower in accordance with GAAP and certified by its president or chief financial officer;

1.4. Section 8.4(b) of the Credit Agreement shall be and hereby is amended and restated in its entirety to read as follows:

(b) as soon as available, and in any event within 90 days after the close of each annual accounting period of the Borrower (or on or before November 30, 2026 with respect to the annual accounting period of the Borrower ending December 31, 2025), a copy of the consolidated balance sheet of the Hub Group as of the close of such period and the consolidated statements of income, retained earnings and cash flows of the Hub Group for such period, and accompanying notes thereto, each in reasonable detail showing in comparative form the figures for the previous fiscal year, accompanied by an audit report thereon of Ernst & Young LLP or another firm of independent public accountants of recognized national standing, to the effect that the consolidated financial statements have been prepared in accordance with GAAP and present fairly in all material respects in accordance with GAAP the consolidated financial condition of the Hub Group as of the close of such fiscal year and the results of its operations and cash flows for the fiscal year then ended and that an examination of such accounts in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards and, accordingly, such examination included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances;

SECTION 2. CONDITIONS PRECEDENT.

The effectiveness of this Amendment is subject to receipt by the Administrative Agent of a fully executed copy of this Amendment by the Borrower, the Guarantors, the Administrative Agent and the Required Lenders.

SECTION 3. REPRESENTATIONS.

In order to induce the Administrative Agent and Required Lenders to execute and deliver this Amendment, the Borrower hereby represents and warrants to the Administrative Agent and the Lenders as of the date hereof that, after giving effect to this Amendment and subject to the 8-K Disclosures and the May 8-K Disclosures (a) the representations and warranties set forth in Section 6 of the Credit Agreement and in the other Loan Documents are and shall be and remain true and correct in all material respects, except to the extent the same expressly relate to an earlier date, in which case they shall be true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date and (b) no Default or Event of Default has occurred and is continuing under the Credit Agreement or shall result after giving effect to this Amendment.

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SECTION 4. MISCELLANEOUS.

4.1. Except as specifically amended herein, the Credit Agreement, including, without limitation, the Guarantees set forth in Section 12 thereof, shall continue in full force and effect in accordance with their respective original terms. Reference to this specific Amendment need not be made in the Credit Agreement, the Note, or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to or with respect to the Credit Agreement, any reference in any of such items to the Credit Agreement being sufficient to refer to the Credit Agreement as amended hereby. This Amendment is a Loan Document.

4.2. Pursuant to Section 13.4 of the Credit Agreement, the Borrower agrees to pay promptly following written demand all reasonable and documented out-of-pocket costs and expenses of or incurred by the Administrative Agent in connection with the negotiation, preparation, execution and delivery of this Amendment.

4.3. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or in electronic (e.g., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “signed,” “signature,” and words of like import in this Amendment shall be deemed to include electronic signatures or electronic records, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the Illinois State Electronic Commerce Security Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

4.4. The provisions of Sections 13.17 and 13.18 of the Credit Agreement are incorporated herein mutatis mutandis.

[SIGNATURE PAGE FOLLOWS.]

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This THIRD AMENDMENT TO CREDIT AGREEMENT is entered into as of the date and year first above written.

[Hub Group Inc. – Third Amendment to Credit Agreement]

[Hub Group Inc. – Third Amendment to Credit Agreement]

[Hub Group Inc. – Third Amendment to Credit Agreement]

[Hub Group Inc. – Third Amendment to Credit Agreement]

[Hub Group Inc. – Third Amendment to Credit Agreement]

[Hub Group Inc. – Third Amendment to Credit Agreement]

[Hub Group Inc. – Third Amendment to Credit Agreement]

[Hub Group Inc. – Third Amendment to Credit Agreement]

Exhibit 10.2

September 14, 2026

Patrick O’Donnell

[*****]

[*****]

Dear Patrick,

Hub Group, Inc. (“the Company”) is pleased to confirm the terms under which you will serve in the exempt, full-time position of EVP, Chief Financial Officer, reporting to the Chief Executive Officer. It is understood that you will assume the position of EVP, Chief Financial Officer promptly following completion of the restatement of the Company’s audited financial statements for 2023, 2024, and 2025. It is further understood that until you assume this position, you will serve in the exempt, full-time position of Special Advisor and Chief Financial Officer Elect.

This letter summarizes the terms and conditions of your continued employment and supersedes and replaces any prior agreements with the Company.

Your annual salary will be $650,000 which will be paid in bi-weekly installments and subject to applicable tax and other deductions.

You will be eligible to receive a performance-based bonus. Your target bonus will be 80% of your annual salary. Bonus payouts are determined based on a combination of factors and will be pro-rated during your first year. To be eligible for any bonus, you must be an active employee and have not tendered your resignation at the time of bonus payout, which typically occurs in the first quarter of the year following the performance year. Hub Group has full discretionary authority to administer the bonus program and reserves the right to change eligibility at any time.

Shortly after assuming the position of EVP, Chief Financial Officer, you will receive a one-time grant of time-based restricted stock with an approximate value of $1,300,000 that vests 1/3 per year over 3 years.

On or about January 2, 2027, you will receive a grant of restricted stock valued at approximately $1,000,000. Fifty percent of this award (valued at approximately $500,000) will consist of time-based restricted stock that vests 1/5 per year over five years. The remaining fifty percent (valued at approximately $500,000) will consist of performance based restricted stock subject to the company’s achievement of one or more performance metrics over a 3-year cliff vesting period. You may be eligible to receive additional equity grants in future years at the discretion of the company. All grants are subject to the terms of the Company’s long-term incentive plan.

You also will receive the Company’s comprehensive benefits package as well as 4 weeks of paid time off.

Employment with the Company is on an “at will” basis, which means that either you or the Company may terminate the employment relationship at any time and for any reason. The Company reserves the right to change the terms and conditions of your employment in the future.

Your execution of this letter will confirm that you: (a) have complied with all obligations owed to your former employers, (b) will continue to comply with such obligations, and (c) have disclosed all agreements and/or other obligations that might contain any limitation or restriction on your ability to be employed by or perform services for the Company.

Exhibit 10.3

September 14, 2026

Todd Heeter

The Heeter Group, LLC

Via Email

Dear Todd:

Further to our recent discussion, this letter agreement confirms the parties’ agreement to amend the Consulting Agreement as set forth herein. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms under the Consulting Agreement.

(i) Section 1 of the Consulting Agreement is hereby amended to provide that the Term is hereby extended through April 30, 2027, and each reference to the “Term” in the Consulting Agreement shall be deemed to include such extended period.

(ii) Section 2(d)(1) of the Consulting Agreement is hereby amended and restated in its entirety as follows:

“(1) Consulting Fee. The Consultant’s monthly Consulting Fee shall remain US$125,000 through November 30, 2026, payable on the first day of each month after completing one month of work. Effective December 1, 2026, the Consulting Fee shall be US$175,000 per month, payable in accordance with the payment timing set forth in this Section 2(d)(1).”

(iii) A new Section 2(d)(3) is hereby added to the Consulting Agreement, as follows:

“(3) Retention Bonus. The Consultant will be entitled to receive a cash bonus of US$1,250,000 (the “Retention Bonus”), payable in a single lump sum within ten (10) business days after the Company files its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (including the restated audited consolidated financial statements for the fiscal years ended December 31, 2023, 2024, and 2025) (the “Form 10-K”), provided that (A) the Form 10-K is filed on or before December 31, 2026, and (B) Heeter, in Heeter’s capacity as Interim Chief Financial Officer of the Company, has executed any such representations, certifications, acknowledgments, or similar documents in connection with the filing of such Form 10-K as may be required by applicable law, Nasdaq rules, or Securities and Exchange Commission rules or regulations, and/or as reasonably requested by the Company’s independent auditor, in each case, as determined by the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of the Company. Payment of the Retention Bonus is further subject to (I) the Consultant’s continued service through the filing date of the Form 10-K, and (II) the Consultant’s and Heeter’s continued compliance with this Agreement, including the restrictive covenants in Sections 5, 6, and 7; provided that no failure to comply with this Agreement will forfeit, reduce, or delay the Retention Bonus unless (x) the Company has given the Consultant written notice describing the failure in reasonable detail, (y) the failure is a material breach that, if curable, remains uncured thirty (30) days after the Consultant’s receipt of such notice, and (z) the failure has been established by a final, non-appealable determination of a court or arbitrator of competent jurisdiction. For the avoidance of doubt, if the conditions set forth above have been satisfied as of the filing date of the Form 10-K, the Retention Bonus shall be fully earned and vested as of such filing date, and the Consultant’s resignation or other voluntary termination of services at any time after such filing date shall not reduce, forfeit, delay, or otherwise adversely affect the Consultant’s right to receive the Retention Bonus. Nothing in this Section 2(d)(3) requires the Consultant or Heeter to execute any representation, certification, acknowledgment, or similar document that he determines in good faith cannot properly be executed, and no such good-faith determination will constitute a breach of this Agreement or Cause under Section 3(b), or reduce, forfeit, or otherwise adversely affect the Consultant’s entitlement to the Retention Bonus. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, if: (A) before the end of the Term, the Company terminates the Consultant’s services other than for Cause under Section 3(b), or removes Heeter from, or otherwise deprives him of, the office, role, or capacity in which he would execute the documents described above or (B) at the Consultant’s written request, the Audit Committee makes a good-faith determination that the Retention Bonus was not earned due to circumstances beyond the reasonable control of the Consultant and Heeter, the Consultant shall be entitled to payment of the Retention Bonus, which shall be paid by the Company to the Consultant within ten (10) business days following such termination date or the date of such determination (as applicable). The Audit Committee will make any determination requested under the foregoing clause (B) within thirty (30) days after the Consultant’s written request. If the Audit Committee does not make such determination within that period, the Retention Bonus will be paid within ten (10) business days after the end of that period.”

(iv) A new Section 2(d)(4) is hereby added to the Consulting Agreement, as follows:

“(4) Termination Payment. The Consultant will be entitled to a termination payment (the “Termination Payment”) if, before the end of the Term, (A) the Company terminates the Consultant’s services other than for Cause under Section 3(b) hereof; or (B) the Form 10-K and the quarterly reports on Form 10-Q for the fiscal quarters ended March 31, 2026 and June 30, 2026 (the “Form 10-Q’s”) are filed on or before December 31, 2026 and the Consultant voluntarily terminates his services at any time after such Form 10-K and Form 10-Q’s have been filed (whether such termination occurs before or after December 31, 2026). In addition, the Consultant will be entitled to the Termination Payment if, at Consultant’s written request, the Audit Committee makes a good-faith determination that the Termination Payment was not earned due to circumstances beyond the reasonable control of the Consultant and Heeter. The Audit Committee will make any such determination within thirty (30)

days after the Consultant’s written request. If the Audit Committee does not make such determination within that period, the Termination Payment will be paid within ten (10) business days after the end of that period. The Termination Payment will equal the sum of (i) US$175,000 for each full calendar month remaining in the Term after the calendar month in which the termination date occurs, plus (ii) for the calendar month in which the termination date occurs, US$175,000 multiplied by a fraction, the numerator of which is the number of days in that month after the termination date and the denominator of which is the number of days in that month. The Termination Payment will be paid in a single lump sum within ten (10) business days after the termination date (or such earlier date as required by applicable law). Payment of the Termination Payment is subject to the Consultant’s and Heeter’s continued compliance with this Agreement, including the restrictive covenants in Sections 5, 6, and 7; provided that no failure to comply will forfeit, reduce, or delay the Termination Payment unless (x) the Company has given the Consultant written notice describing the failure in reasonable detail, (y) the failure is a material breach that, if curable, remains uncured thirty (30) days after the Consultant’s receipt of such notice, and (z) the failure has been established by a final, non-appealable determination of a court or arbitrator of competent jurisdiction.”

(v) Section 3(b) of the Consulting Agreement is hereby amended to add the following sentence at the end thereof:

“Notwithstanding anything to the contrary in this Section 3(b) or elsewhere in this Agreement, no termination of the Consultant’s services for Cause will be effective unless it has been approved by the Audit Committee.”

(vi) Section 4 of the Consulting Agreement is hereby deleted in its entirety and replaced with the following:

“4. Obligations of the Company upon Termination. Upon a termination of the Consultant’s service hereunder, the Company shall have no further payment obligations to the Consultant, his agents, or any of their legal representatives, other than for the payment of a lump sum cash amount, payable to the Consultant within ten (10) business days after the termination date (or such earlier date as required by applicable law), equal to the following: (a) to the extent not previously paid, the portion of the Consulting Fee that has accrued through such termination date, (b) to the extent payable upon such termination in accordance with Section 2(d)(3) hereof, the Retention Bonus, (c) to the extent payable upon such termination in accordance with Section 2(d)(4) hereof, the Termination Payment, plus (d) any expense reimbursements accrued and unpaid; provided that nothing in this Section 4 shall limit the Company’s continuing obligations under Section 8(o) or Section 8(n), which survive termination in accordance with their terms.”

(vii) Section 8(o) of the Consulting Agreement is hereby amended and restated in its entirety as follows:

“(o) Indemnification and D&O Insurance. To the fullest extent permitted by applicable law, the Company shall indemnify, defend, and hold harmless the Consultant and Heeter from and against all losses, liabilities, damages, judgments, fines, penalties, amounts paid in settlement, and expenses (including attorneys’ fees, costs, and expenses) incurred in connection with any threatened, pending, or completed claim, action, suit, arbitration, inquiry, investigation, or proceeding, whether civil, criminal, administrative, regulatory, or investigative (including any investigation or proceeding by the Securities and Exchange Commission, Nasdaq, or any other governmental or self-regulatory authority), arising out of or relating to the Consultant’s or Heeter’s service to the Company, including Heeter’s service as Interim Chief Financial Officer and the preparation, review, certification, or execution of any representations, certifications, financial statements, or filings in connection therewith. In connection with the foregoing, the Consultant and Heeter shall be entitled to select and retain legal counsel of their own choosing (with such selection subject to the Company’s consent, which consent shall not be unreasonably withheld or delayed) to represent them in connection with any such matter, and the Company shall pay the reasonable fees, costs, and expenses of the counsel so selected in the manner set forth herein. The Company shall advance and pay all such reasonable fees, costs, and expenses as and when incurred, within ten (10) business days after the Company’s receipt of an invoice or other written statement therefor; provided, however, that any such advance shall be subject to the Consultant or Heeter (as applicable) providing an undertaking (in a form reasonably acceptable to the Company) to repay such advanced amounts if it is ultimately determined by a court of competent jurisdiction in a final, non-appealable judgment that the Consultant or Heeter (as applicable) is not entitled to be indemnified by the Company under this Section 8(o) or applicable law. Consultant and Heeter agree to cooperate with any reasonable request made by the Company or its counsel in connection with any matter for which the Consultant or Heeter is entitled to indemnification hereunder. During the Term and for at least six (6) years thereafter, the Company shall maintain directors’ and officers’ liability insurance covering the Consultant and Heeter as insured persons on terms (including limits) no less favorable than the coverage the Company maintains for its other directors and officers written or endorsed on a claims-made basis with a tail of not less than six (6) years for claims first made after the Term arising from acts, errors, or omissions occurring during or prior to the Term. Within fifteen (15) days following the date of this letter agreement, the Company shall confirm to the Consultant in writing that Heeter is a covered insured person under its current directors’ and officers’ liability policy and shall identify the insurer(s), policy period, and applicable limits of liability, and shall provide the policy declarations page or a certificate of insurance upon the Consultant’s reasonable request. Notwithstanding Section 8(h) or any other provision of this Agreement, the Company’s obligations under this Section 8(o) and Section 8(n) are absolute and will not be subject to, or limited by, the limitation on damages set forth in Section 8(h).”

(viii) Section 8(n) of the Consulting Agreement is hereby deleted in its entirety and replaced with the following:

“(n) Reimbursement of Consultant’s Attorneys’ Fees. The Company shall pay or reimburse the reasonable attorneys’ fees and related costs and expenses incurred by the Consultant and/or Heeter in connection with (i) the evaluation, negotiation, documentation, and finalization of this Agreement and any letter agreement or other instrument amending this Agreement, (ii) any future amendment, modification, supplement, or extension of this Agreement, and (iii) any advice regarding the Consultant’s or Heeter’s rights, obligations, or interests under, arising out of, or relating to this Agreement, up to a maximum of US$45,000 in the aggregate, provided that the Consultant’s attorney provides an itemized bill to the Company.”

(ix) A new Section 8(p) is hereby added to the Consulting Agreement, as follows:

“(p) Review of Public Disclosures. The Company will provide the Consultant with not less than three (3) business days’ advance written notice of, and a reasonable opportunity to review and comment on, any public disclosure regarding this letter agreement, the Consulting Agreement, or the Consultant’s or Heeter’s role, compensation, or service with the Company (including any Form 8-K, proxy statement, Form 10-K, Form 10-Q, or other SEC filing, and any press release) before it is filed, furnished, or issued; provided that the Company may file, furnish, or issue such disclosure without prior notice or opportunity to comment if required by applicable law or SEC or Nasdaq rules to do so on an expedited basis, in which case the Company shall provide notice to the Consultant as promptly as practicable after filing, furnishing, or issuance.”

(x) Section 8(i) of the Consulting Agreement is hereby amended and restated in its entirety as follows:

“(i) Survival. Sections 5 and 6 of this Agreement, the agreement to arbitrate in Section 8(h) of this Agreement, and Sections 8(n), 8(o), and 8(p) of this Agreement shall survive the termination of this Agreement.”

(xi) This amendment does not preclude the Company and the Consultant from discussing, and if mutually agreed entering into, alternative or successor arrangements, including a permanent employment relationship, at any time during or after the Term.

The parties hereto each hereby acknowledge and agree that this letter agreement shall amend the Consulting Agreement in accordance with the foregoing, effective as of the date hereof. Except as expressly modified pursuant to this letter agreement, the Consulting Agreement will remain in full force and effect in accordance with its terms. This letter agreement is made part of, and is incorporated into, the Consulting Agreement. The Consulting Agreement, as modified by this letter agreement, constitutes the entire and complete understanding and agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous oral and written agreements, representations, and understandings of the parties hereto with respect to the subject matter hereof. This letter agreement may be executed and delivered electronically and in two or more counterparts.

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The parties hereto acknowledge and agree to the terms of this letter agreement and have executed this letter agreement below as of the first date written above

[Signature Page to Consulting Agreement Amendment]