Browse EX-10 agreements

SECOND AMENDMENT TO THE

PETCO HEALTH AND WELLNESS COMPANY, INC.

2021 EQUITY INCENTIVE PLAN

WHEREAS, Petco Health and Wellness Company, Inc., a Delaware corporation (the “Company”) maintains the Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan (the “Plan”); and

WHEREAS, pursuant to Section 20 of the Plan, the Board may amend the Plan to increase the maximum number of shares of Common Stock for which awards may be granted under the Plan, subject to the approval of the stockholders of the Company.

NOW, THEREFORE, pursuant to its authority under Section 20 of the Plan, the Board hereby amends the Plan as follows, effective as of May 8, 2026 (the “Amendment Effective Date”), subject to the approval of the stockholders of the Company:

1. Section 5(a) of the Plan is hereby amended and restated in its entirety to read as follows:

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BOX, INC.

AMENDED AND RESTATED 2015 EQUITY INCENTIVE PLAN

1. Purposes of the Plan. The purposes of this Plan are:

 

 

•

 

to attract and retain the best available personnel for positions of substantial responsibility,

 

 

•

 

to provide additional incentive to Employees, Directors and Consultants, and

 

 

•

 

to promote the success of the Company’s business.

The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units and Performance Shares.

2. Definitions. As used herein, the following definitions will apply:

(a) “Administrator” means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of the Plan.

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Exhibit 10.2

SEPARATION AGREEMENT

NOTICE: READ BEFORE YOU SIGN!

This agreement contains a RELEASE. We advise that you consult an ATTORNEY.

THIS SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS (“Agreement”) is made and entered into by and between James Hagedorn (“Executive”) and The Scotts Company LLC (“Company”) (collectively, the “Parties”);

WHEREAS, Executive’s employment with Company terminated effective June 26, 2026 (the “Termination Date”); and

WHEREAS, Executive is subject to that certain Executive Severance Agreement, dated as of December 11, 2013 (the “Severance Agreement”), the benefits of which are only available following the “Effective Date” of this Agreement (as described in Section 6 below).

NOW THEREFORE, in exchange for and in consideration of the promises and covenants contained herein, along with other good and valuable consideration, the receipt of which is expressly acknowledged hereby, the parties agree as follows:

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CHANGE IN CONTROL AGREEMENT

This Change in Control Agreement (the “Agreement”) is entered into by and between Michelle Sidwell (the “Executive”) and Velo3D, Inc., a Delaware corporation (the “Company”), on June 30, 2026 (the “Effective Date”). All capitalized terms are as defined in this Agreement.

CIC Qualifying Termination. If Executive is subject to a CIC Qualifying Termination, then, subject to Sections 2, 6, and 7 below, Executive will be entitled to the following benefits:

a.

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CHANGE IN CONTROL AGREEMENT

This Change in Control Agreement (the “Agreement”) is entered into by and between Arun Jeldi (the “Executive”) and Velo3D, Inc., a Delaware corporation (the “Company”), on June 30, 2026 (the “Effective Date”). All capitalized terms are as defined in this Agreement.

CIC Qualifying Termination. If Executive is subject to a CIC Qualifying Termination, then, subject to Sections 2, 6, and 7 below, Executive will be entitled to the following benefits:

a.

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CHANGE IN CONTROL AGREEMENT

This Change in Control Agreement (the “Agreement”) is entered into by and between James Suva (the “Executive”) and Velo3D, Inc., a Delaware corporation (the “Company”), on June 30, 2026 (the “Effective Date”). All capitalized terms are as defined in this Agreement.

CIC Qualifying Termination. If Executive is subject to a CIC Qualifying Termination, then, subject to Sections 2, 6, and 7 below, Executive will be entitled to the following benefits:

a.

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VELO3D, INC. 2021 EQUITY INCENTIVE PLAN NOTICE OF STOCK OPTION GRANT

You (the “Optionee”) have been granted an option to purchase shares of Common Stock of the Company (the “Option”) under the Velo3D, Inc. (the “Company”) 2021 Equity Incentive Plan, as amended (the “Plan”) subject to the terms and conditions of the Plan, this Notice of Stock Option Grant (this “Notice”), and the attached Stock Option Agreement (the “Option Agreement”).

Unless otherwise defined herein, the terms defined in the Plan will have the same meanings in this Notice and the electronic representation of this Notice established and maintained by the Company or a third party designated by the Company.

Name:

Arun Jeldi

Grant Number:

[________]

Date of Grant:

June 29, 2026

Exercise Price per Share:

$18.40

Total Number of Shares:

964,474

Type of Option:

Non-Qualified Stock Option (“NSO”)

Expiration Date:

June 29, 2036, subject to earlier expiration or cancellation under circumstances described in the Option Agreement.

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SIDE LETTER AMENDMENT NO. 2

 

TO SERIES B-3 PREFERRED STOCK PURCHASE AGREEMENT

 

This Side Letter Amendment No. 2 (this “Second Amendment”) is entered into as of June 30, 2026, by and between Forum Markets, Inc. (f/k/a ETHZilla Corporation), a Delaware corporation (“Forum”), and Zippy, Inc., a Delaware corporation (“Zippy”). Forum and Zippy are referred to herein individually as a “Party” and collectively as the “Parties.”

 

RECITALS

 

WHEREAS, the Parties entered into the Series B-3 Preferred Stock Purchase Agreement, dated as of December 9, 2025 (the “Agreement”), as amended by the Side Letter Amendment dated March 25, 2026 (the “First Amendment,” and together with the Agreement, the “Amended Agreement”), pursuant to which Forum acquired an equity stake in Zippy in exchange for cash and Forum equity;

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Exhibit 10.34

FIRST AMENDMENT TO THE

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT

BETWEEN

THE FIRST BANK

AND

MILTON R, COLE, JR.

DATED JANUARY 1, 2020

THIS FIRST AMENDMENT (the “Amendment”) is adopted this 1st day of January 2024, by and between The First Bank, formerly The First, A National Banking Association (the “Bank”) and Milton R. Cole, Jr. (the “Executive”).

The Bank and the Executive are parties to a certain Supplemental Executive Retirement Plan Agreement dated January 1, 2020 (the “Agreement”). The Bank and the Executive now wish to amend the Agreement to increase the Executive’s benefit.

Now, therefore, the Bank and the Executive agree as follows:

Article 2, Table A, shall be amended to read as follows:

Distribution Event

Benefit

Timing of Distributions

Separation from Service after age 65

Annual Benefit equal to (i) 50% of Compensation less (ii) any benefits paid under the 2014 SERP

Payment of annual benefit is made in equal monthly installment and begins the first day of the month following Separation from Service

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Exhibit 10.33

Supplemental Executive Retirement Plan

Milton R. Cole, Jr.

First, A National Banking Association

 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT

 

THIS SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (“Agreement”) is made and entered into this 1st day of January 2020 (“Effective Date”), between First, A National Banking Association (“Bank”), a commercial bank located in Hattiesburg, Mississippi and Milton R. Cole, Jr. (“Executive”).

Article I

Purpose

The purpose of this Agreement is to further the growth and development of the Bank by providing Executive with supplemental retirement income, and thereby encourage Executive’s productive efforts on behalf of the Bank and the Bank’s shareholders, and to align the interests of the Executive and those shareholders. The Bank promises to make certain payments to the Participant, or the Participant’s Beneficiary, at retirement, death, or upon some other qualifying event pursuant to the terms of this Agreement.

Article 2

Benefit Tables

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SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 30, 2026, between Inuvo, Inc. a company incorporated under the laws of Nevada (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

 

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to (i) an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) as to the Shares, the Pre-Funded Warrants and the Pre-Funded Warrant Shares, and (ii) an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulation D thereunder as to the Common Warrants and the Common Warrant Shares, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

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SECURED PROMISSORY NOTE B

 

Effective Date: June 29, 2026

U.S. $6,200,000.00

 

FOR VALUE RECEIVED, Inuvo, Inc., a Nevada corporation (“Borrower”), promises to pay to Streeterville Capital, LLC, a Utah limited liability company (“Lender”), $6,200,000.00 and any interest, fees, charges, and late fees accrued hereunder on the date that is twenty-four (24) months after the Purchase Price Date (the “Maturity Date”) in accordance with the terms set forth herein and to pay interest on the Outstanding Balance at the rate of five percent (5%) per annum from the Purchase Price Date until the same is paid in full. All interest calculations hereunder shall be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months, shall compound daily and shall be payable in accordance with the terms of this Note. This Secured Promissory Note B (this “Note”) is issued and made effective as of June 29, 2026 (the “Effective Date”). This Note is issued pursuant to that certain Notes Purchase Agreement dated June 29, 2026, by and between Borrower and Lend

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