Bernstein Bruce → XWELL, Inc. XWEL

Stock Option Agreement Pursuant to the Issuer's 2020 Equity Incentive Plan (the "Plan") and the Stock Option Agreement between the Issuer and the Reporting Person (the "Stock Option Agreement"), the Reporting Person received a stock option award to purchase 30,000 shares of common stock on January 5, 2023. Such stock option award vested in equal quarterly installments over a one-year period, vesting one-fourth at the end of each fiscal quarter, such that the award fully vested as of December 31, 2023. On November 15, 2024, the Reporting Person received an additional stock option award to purchase 44,037 shares of common stock, which vested in full on the first anniversary of the date of grant. On June 2, 2025, the Reporting Person received an additional stock option award to purchase 220,528 shares of common stock, which vested in equal quarterly installments over a one-year period, vesting one-fourth at the end of each fiscal quarter, such that the award fully vested on June 2, 2026. The foregoing description of the Stock Option Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan and a form of the Stock Option Agreement, which are incorporated herein by reference to Exhibits 99.1 and 99.2, respectively, of this Schedule 13D. Restricted Stock Agreement Pursuant to the Plan and the Restricted Stock Agreement between the Issuer and the Reporting Person (the "RSA Agreement"), the Reporting Person received an award of 200,926 shares of restricted stock on June 2, 2025, which fully vested on the date of grant. On February 27, 2026, the Reporting Person received an additional award of 100,000 shares of restricted stock, which fully vested 30 days following the date of grant. The foregoing description of the RSA Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the RSA Agreement, which is incorporated herein by reference to Exhibit 99.3 of this Schedule 13D. Support Agreement On July 6, 2026, the Issuer entered into a Securities Purchase Agreement (the "Purchase Agreement"), by and among the Issuer, XpresSpa Holdings, LLC, a Delaware limited liability company ("XpresSpa"), XpresTest, Inc., a Delaware corporation ("XpresTest" and, together with XpresSpa, the "Target Companies"), and Express Wellness Group, LLC, a Delaware limited liability company (the "Buyer"), in accordance with the terms and subject to the conditions of which, among other things, the Issuer will sell, assign, transfer and convey to the Buyer all of Issuer's equity interests in the Target Companies (the "Sale"). Concurrently and in connection with the execution of the Purchase Agreement, (i) each member of the Board, including the Reporting Person, and each executive officer of the Issuer who holds shares of the Issuer's common stock and (ii) American Ventures LLC Series XXIV XWELL (collectively, the "Support Parties") entered into Support Agreements (each, a "Support Agreement" and, collectively, the "Support Agreements"), in accordance with the terms and subject to the conditions of which the Support Parties have agreed to, among other things, vote all of their shares of common stock in favor of the approval and adoption of the Purchase Agreement and the Sale, vote against any alternative transaction, and be present at every stockholder meeting for quorum purposes. The Support Agreements also contain certain transfer restrictions and non-solicitation provisions applicable to the Support Parties (solely in their capacity as stockholders of the Issuer). The foregoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Support Agreement, which is incorporated herein by reference to Exhibit 99.4 of this Schedule 13D. General The Reporting Person acquired the securities described in this Schedule 13D in connection with the transactions and agreements. As discussed above, the Reporting Person intends to review his investments in the Issuer on a continuing basis. Subject to the Support Agreement and the Issuer's insider trading policy, any actions the Reporting Person might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Person's review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. Subject to the Support Agreement and the Issuer's insider trading policy, the Reporting Person may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Repo