Addendum to Executive Employment Agreement with Tim Pickett dated May 12, 2025

Exhibit 10.1 

Addendum to Executive Employment Agreement

This Addendum (“Addendum”) is made and entered into as of May 12, 2025, by and between Kindly MD, Inc., a Utah corporation (the “Company”), and Tim Pickett (“Executive”), and amends that certain Executive Employment Agreement dated September 1, 2023 (the “Agreement”).

Recitals

WHEREAS, the Company and Executive previously entered into the Agreement detailing Executive’s compensation and benefits as Chief Executive Officer (“CEO”);

WHEREAS, the Company and Executive wish to modify certain provisions regarding compensation and duties;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Incentive Stock Option Grant

Subject to standard restricted stock agreement terms and applicable Company practices, upon execution of this Agreement, Executive shall be granted and additional 7,479 Incentive Stock Options (“ISOs”) under this Addendum and per the Company’s 2022 Equity Incentive Plan, with and exercise price of $4.29 and the following vesting schedule:

2. Option Exercise Period:

All currently outstanding stock options previously granted to Executive along with equity grants detailed in Section 2 and Incentive Stock Option Grants detailed in Section 3 shall remain exercisable for one (1) year following the Executive’s last date of employment, subject to the Company’s 2022 Equity Incentive Plan and applicable grant documents.

3. Future Equity: The recipient affirmatively waives any right to any future equity or equity-based interests in Kindly MD, Inc., Nakamoto Holdings Inc, or any of their respective subsidiaries or affiliates.

4. Good Reason: The recipient waives any claim to “Good Reason” or any other similar term under any employment agreement, offer letter, equity or equity-based award agreements or plans, cash-based incentive award agreements or plans, or any other similar plans or agreements, in all cases, that may have otherwise been triggered by virtue of the consummation of the transactions contemplated in the Merger Agreement with Nakamoto Holdings Inc.

5. Reference and Acknowledgment

Upon execution of any separation agreement, the Company will issue a professional acknowledgment letter highlighting Executive’s leadership, contributions to Company’s growth and operational development, and support for the Company.

6. Restrictive Covenant Release

As part of any final separation agreement, Company shall lift all post-employment restrictive covenants, specifically non-compete and non-solicitation clauses. This waiver shall not affect ongoing obligations related to confidentiality or trade secret protections as required by law.

7. No Other Amendments

Except as expressly modified by this Addendum, all terms and conditions of the original Agreement shall remain in full force and effect.

8. Counterparts

This Addendum may be executed in counterparts, including by electronic transmission, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Addendum as of the date first written above.