Browse EX-10 agreements

PERFORMANCE STOCK UNIT GRANT NOTICE

Skillsoft Corp., a Delaware corporation (the “Company”), pursuant to its 2020 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Performance Stock Units set forth below (the “PSUs”). The PSUs are subject to all of the terms and conditions as set forth in this Performance Stock Unit Grant Notice (this “Grant Notice”), in the Performance Stock Unit Agreement (attached hereto), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan.

Participant: [*]

Date of Grant:           [*]

Performance Period: [*]

**Vesting Commencement Date: **[*]

Target Number of Performance Stock Units: [*]

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PERFORMANCE STOCK UNIT GRANT NOTICE

Skillsoft Corp., a Delaware corporation (the “Company”), pursuant to its 2020 Omnibus Incentive Plan, as it may be amended and restated from time to time (the “Plan”), hereby grants to the Participant set forth below the number of Performance Stock Units set forth below (the “PSUs”). The PSUs are subject to all of the terms and conditions as set forth in this Performance Stock Unit Grant Notice (this “Grant Notice”), in the Performance Stock Unit Agreement (attached hereto), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan.

Participant: [*]

Date of Grant: [*]

Performance Period: [*]

**Vesting Commencement Date: **[*]

Target Number of Performance Stock Units: [*]

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Exchange Agreement

August 2, 2026

GameStop Corp.

0.00% Convertible Senior Notes due 2030

The entity listed under “UNDERSIGNED” on the signature page hereto (the “Undersigned” or the “Investor”), for itself and on behalf of the beneficial owners listed on Exhibit Ahereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each, including the Undersigned if it is a party exchanging Notes (as defined below) hereunder, an “Exchanging Investor”), hereby agrees to exchange, with GameStop Corp., a Delaware corporation (the “Company”), certain of the Company’s 0.00% Convertible Senior Notes due 2030, CUSIP 36467WAE9 (the “Notes”) for the Exchange Consideration (as defined below) pursuant to this exchange agreement (this “Agreement”). The Investor acknowledges and understands that the exchange (the “Exchange”) is being made without registration of the offer or sale of the Shares (as defined below) under the Securities Act of 1933, as amended (the “Securities Act”), or any securities laws of any state of the United States or of any other jurisdiction pursuant

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AMENDMENT NO. 1 TO EXCHANGE AGREEMENT

This Amendment No. 1 to the Exchange Agreement (this “Amendment”) is made as of August 31, 2026 (the “Amendment Effective Date”), by and between GameStop Corp., a Delaware corporation (the “Company”), and the undersigned (the “Undersigned” or the “Investor”), for itself and on behalf of the beneficial owners listed on Exhibit Ahereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each, including the Undersigned if it is a party exchanging Notes (as defined below), an “Exchanging Investor”).

RECITALS

WHEREAS, the Company and the Undersigned previously entered into that certain Exchange Agreement, dated August 2, 2026 (the “Original Agreement”), with respect to certain of the Company’s 0.00% Convertible Senior Notes due 2032, CUSIP 36467WAG4 (the “Notes”);

WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Agreement; and

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Exchange Agreement

August 2, 2026

GameStop Corp.

0.00% Convertible Senior Notes due 2032

The entity listed under “UNDERSIGNED” on the signature page hereto (the “Undersigned” or the “Investor”), for itself and on behalf of the beneficial owners listed on Exhibit Ahereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each, including the Undersigned if it is a party exchanging Notes (as defined below) hereunder, an “Exchanging Investor”), hereby agrees to exchange, with GameStop Corp., a Delaware corporation (the “Company”), certain of the Company’s 0.00% Convertible Senior Notes due 2032, CUSIP 36467WAG4 (the “Notes”) for the Exchange Consideration (as defined below) pursuant to this exchange agreement (this “Agreement”). The Investor acknowledges and understands that the exchange (the “Exchange”) is being made without registration of the offer or sale of the Shares (as defined below) under the Securities Act of 1933, as amended (the “Securities Act”), or any securities laws of any state of the United States or of any other jurisdiction pursuant

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AMENDMENT NO. 1 TO EXCHANGE AGREEMENT

This Amendment No. 1 to the Exchange Agreement (this “Amendment”) is made as of August 31, 2026 (the “Amendment Effective Date”), by and between GameStop Corp., a Delaware corporation (the “Company”), and the undersigned (the “Undersigned” or the “Investor”), for itself and on behalf of the beneficial owners listed on Exhibit Ahereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each, including the Undersigned if it is a party exchanging Notes (as defined below), an “Exchanging Investor”).

RECITALS

WHEREAS, the Company and the Undersigned previously entered into that certain Exchange Agreement, dated August 2, 2026 (the “Original Agreement”), with respect to certain of the Company’s 0.00% Convertible Senior Notes due 2030, CUSIP 36467WAE9 (the “Notes”);

WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Agreement; and

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REDACTED VERSION

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [****], HAS BEEN OMITTED BECAUSE SIGNET JEWELERS LIMITED HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO SIGNET JEWELERS LIMITED IF PUBLICLY DISCLOSED.

SECOND AMENDED AND RESTATED CREDIT CARD PROGRAM AGREEMENT

by and between

STERLING JEWELERS INC.,

ZALE DELAWARE, INC.,

COMENITY BANK

AND

COMENITY CAPITAL BANK

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Table of Contents

Page

1.1    Generally    1

1.2    Miscellaneous    19

ARTICLE II CONTINUATION OF THE PROGRAM    20

2.1    Credit Program    20

2.2    Exclusivity    20

2.3    Mobile Technology    22

2.4    [****]    23

2.5    [****]    23

2.6    [****]    23

2.7    [****]    23

ARTICLE III PROGRAM MANAGEMENT AND ADMINISTRATION    23

3.1    Program Objectives    23

3.2    Committees    23

3.3    Program Relationship Managers; Program Team    31

3.4    Firewalls    32

ARTICLE IV PROGRAM OPERATIONS    33

4.1    Operation of the Program    33

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Execution Version 1010687600v13 SEVENTH AMENDMENT SEVENTH AMENDMENT (this “Seventh Amendment”), dated as of August 11, 2026, among CORE & MAIN LP, a Florida limited partnership (the “Borrower”), the several banks and financial institutions party hereto and the Administrative Agent (as defined below). W I T N E S S E T H: WHEREAS, the Borrower is party to that certain Credit Agreement, dated as of August 1, 2017 (as amended by the Lender Joinder Agreement, dated as of July 8, 2019, the First Amendment, dated as of July 27, 2021, the Second Amendment, dated as of February 26, 2023, the Third Amendment, dated as of February 9, 2024, the Fourth Amendment, dated as of May 21, 2024, the Fifth Amendment, dated as of December 17, 2024, the Sixth Amendment, dated as of July 1, 2026, and as further amended, supplemented, waived or otherwise modified from time to time prior to the Seventh Amendment Effective Date (as defined in Section 3 hereto), the “Existing Credit Agreement”; the Existing Credit Agreement, as amended pursuant to the Refinancing Amendments (as defined below), the “Refinancing

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Form of Restricted Stock Unit Award Agreement (Director Grants)

AWARD NOTICE

AND

RESTRICTED STOCK UNIT AGREEMENT

(Director Grants)

CHEWY, INC.

2024 OMNIBUS INCENTIVE PLAN

The Participant has been granted Restricted Stock Units with the terms set forth in this Award Notice, and subject to the terms and conditions of the Plan and the Restricted Stock Unit Agreement to which this Award Notice is attached. Capitalized terms used and not defined in this Award Notice shall have the meanings set forth in the Restricted Stock Unit Agreement and the Plan, as applicable.

Participant: Participant Name

Date of Grant: Grant Date

Restricted Stock Units Granted: Number of Granted Restricted Stock Units (the “Award”)

Vesting Schedule: Please refer to Appendix: Vesting Schedule (the “Vesting Schedule”)

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INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”)is made and entered into, effective ______________, by and between Dell Technologies Inc., a Texas corporation (the “Company”),and _____________________ (“Indemnitee”).

Recitals

A.    Competent and experienced persons are reluctant to serve or to continue to serve as directors or officers of corporations unless they are provided with adequate protection through insurance or indemnification (or both) against claims against them arising out of their service and activities as directors.

B.    Uncertainties relating to the availability of adequate insurance for directors and officers have increased the difficulty for corporations to attract and retain competent and experienced persons to serve as directors or officers.

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DELL TECHNOLOGIES INC. AMENDED AND RESTATED MD SHAREHOLDERS AGREEMENT Dated as of July 2, 2026

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TABLE OF CONTENTS

Page

ARTICLE I
DEFINITIONS

Section 1.1    Definitions    5

Section 1.2    General Interpretive Principles    12

ARTICLE II
REPRESENTATIONS AND WARRANTIES

Section 2.1    Representations and Warranties of the Shareholders    13

ARTICLE III
GOVERNANCE

Section 3.1    Board of Directors of the Company    14

Section 3.2    Specified Subsidiaries    17

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INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”)is made and entered into, effective ______________, by and between Dell Technologies Inc., a Texas corporation (the “Company”),and _____________________ (“Indemnitee”).

Recitals

A.    Competent and experienced persons are reluctant to serve or to continue to serve as directors or officers of corporations unless they are provided with adequate protection through insurance or indemnification (or both) against claims against them arising out of their service and activities as directors.

B.    Uncertainties relating to the availability of adequate insurance for directors and officers have increased the difficulty for corporations to attract and retain competent and experienced persons to serve as directors or officers.

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