AMENDED AND RE-STATED BOARD OF DIRECTORS AGREEMENT

 

This Amended and Re-Stated Board of Directors Agreement (the “Agreement”), dated on May 14, 2026 (the “Execution Date”), is by and between Aeries Technology, Inc. (the “Company”, and together with its subsidiaries and affiliates, the “Company Group”), and Venu Raman Kumar, (the “Director”) (together, “the “Parties” and each a “Party”). This Agreement constitutes the entire understanding between the parties and supersedes and replaces all prior or contemporaneous agreements, representations, or understandings, whether written or oral, relating to the subject matter, and no such prior agreements shall be of any further force or effect.

 

WHEREAS, the Company desires to retain the services of Director for the benefit of the Company and its shareholders; and

 

WHEREAS, Director desires to serve on the Company’s Board of Directors (the “Board”) for the period of time and subject to the terms and conditions set forth herein;

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NETAPP, INC.

OUTSIDE DIRECTOR COMPENSATION POLICY

(As amended, effective as of September 10, 2025 (the “Effective Date”))

NetApp, Inc. (the “Company”) believes that the granting of equity and cash compensation to its members of the Board of Directors (the “Board,” and members of the Board, “Directors”) represents a powerful tool to attract, retain and reward Directors who are not employees of the Company (“Outside Directors”). This Outside Director Compensation Policy (the “Policy”) is intended to formalize the Company’s policy regarding grants of equity and cash compensation to its Outside Directors. Unless otherwise defined herein, capitalized terms used in this Policy will have the meaning given such term in the Company’s 2021 Equity Incentive Plan (the “Plan”), or if the Plan is no longer in place, the meaning given to such terms or any similar terms in the equity plan then in place. Outside Directors will be solely responsible for any tax obligations they incur as a result of the equity and cash payments received under this Policy.

I.

EQUITY COMPENSATION

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NETAPP, INC.

2021 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT (PERFORMANCE-BASED)

NOTICE OF RESTRICTED STOCK UNIT GRANT

Capitalized terms used but not otherwise defined in the Award Agreement (as defined below) shall have the meanings assigned to such terms in the NetApp, Inc. 2021 Equity Incentive Plan, as it may be amended or restated from time to time (the “Plan”). Participant is being granted an Award under this Notice of Restricted Stock Unit Grant (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A (the “Terms and Conditions”), the Additional Terms and Conditions of Restricted Stock Unit Grant that govern the Restricted Stock Units granted to Participant under the Plan if Participant resides in one of the countries listed therein, attached hereto as Exhibit B and all other exhibits, appendices, and addenda attached hereto (collectively, the “Award Agreement”).

Participant Name: [ ]

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NETAPP, INC.

2021 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

NOTICE OF RESTRICTED STOCK UNIT GRANT

Capitalized terms used but not otherwise defined in the Award Agreement (as defined below) shall have the meanings assigned to such terms in the NetApp, Inc. 2021 Equity Incentive Plan, as it may be amended or restated from time to time (the “Plan”). Participant is being granted an Award under this Notice of Restricted Stock Unit Grant (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A (the “Terms and Conditions”), the Additional Terms and Conditions of Restricted Stock Unit Grant that govern the Restricted Stock Units granted to Participant under the Plan if Participant resides in one of the countries listed therein, attached hereto as Exhibit B and all other exhibits, appendices, and addenda attached hereto (collectively, the “Award Agreement”).

Participant Name: [ ]

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NETAPP, INC.

2021 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT (PERFORMANCE-BASED)

NOTICE OF RESTRICTED STOCK UNIT GRANT

Capitalized terms used but not otherwise defined in the Award Agreement (as defined below) shall have the meanings assigned to such terms in the NetApp, Inc. 2021 Equity Incentive Plan, as it may be amended or restated from time to time (the “Plan”). Participant is being granted an Award under this Notice of Restricted Stock Unit Grant (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Grant that govern the Restricted Stock Units granted to Participant under the Plan if Participant resides in one of the countries listed therein, attached hereto as Exhibit A (the “Terms and Conditions”), the Additional Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit B and all other exhibits, appendices, and addenda attached hereto (collectively, the “Award Agreement”).

Participant Name: [ ]

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NETAPP, INC.

2021 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT

NOTICE OF RESTRICTED STOCK UNIT GRANT

Capitalized terms used but not otherwise defined in the Award Agreement (as defined below) shall have the meanings assigned to such terms in the NetApp, Inc. 2021 Equity Incentive Plan, as it may be amended or restated from time to time (the “Plan”). Participant is being granted an Award under this Notice of Restricted Stock Unit Grant (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A (the “Terms and Conditions”), the Additional Terms and Conditions of Restricted Stock Unit Grant that govern the Restricted Stock Units granted to Participant under the Plan if Participant resides in one of the countries listed therein, attached hereto as Exhibit B and all other exhibits, appendices, and addenda attached hereto (collectively, the “Award Agreement”).

Participant Name: [ ]

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NETAPP, INC.

2021 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT (PERFORMANCE-BASED) NOTICE OF RESTRICTED STOCK UNIT GRANT

Capitalized terms used but not otherwise defined in the Award Agreement (as defined below) shall have the meanings assigned to such terms in the NetApp, Inc. 2021 Equity Incentive Plan, as it may be amended or restated from time to time (the “Plan”). Participant is being granted an Award under this Notice of Restricted Stock Unit Grant (the “Notice of Grant”), including the Performance Annex attached hereto as Annex A (the “Performance Annex”), the Terms and Conditions of Restricted Stock Unit Grant that govern the Restricted Stock Units granted to Participant under the Plan if Participant resides in one of the countries listed therein, attached hereto as Exhibit A (the “Terms and Conditions”), the Additional Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit B, and all other exhibits, appendices, and addenda attached hereto (collectively, the “Award Agreement”).

Participant Name: [ ]

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NETAPP, INC.

2021 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

NOTICE OF RESTRICTED STOCK UNIT GRANT

Capitalized terms used but not otherwise defined in the Award Agreement (as defined below) shall have the meanings assigned to such terms in the NetApp, Inc. 2021 Equity Incentive Plan, as it may be amended or restated from time to time (the “Plan”). Participant is being granted an Award under this Notice of Restricted Stock Unit Grant (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A (the “Terms and Conditions”), the Additional Terms and Conditions of Restricted Stock Unit Grant that govern the Restricted Stock Units granted to Participant under the Plan if Participant resides in one of the countries listed therein, attached hereto as Exhibit B and all other exhibits, appendices, and addenda attached hereto (collectively, the “Award Agreement”).

Participant Name: [ ]

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EXECUTION VERSION

AMENDMENT NO. 5 TO LOAN AND SECURITY AGREEMENT

This AMENDMENT NO. 5 TO LOAN AND SECURITY AGREEMENT (this “Amendment”)

is dated effective as of May 29, 2026 and entered into by and among ORION ENERGY SYSTEMS, INC., a Wisconsin corporation (“Company”), GREAT LAKES ENERGY TECHNOLOGIES, LLC, a Wisconsin limited liability company (“Great Lakes”), CLEAN ENERGY SOLUTIONS, LLC, a Wisconsin limited liability company (“Clean Energy”), ORION ASSET MANAGEMENT, LLC, a Wisconsin limited liability company (“Asset Management”), ORION TECHNOLOGY VENTURES, LLC, a Wisconsin limited liability company (“Orion Technology”), and VOLTREK, LLC, a Massachusetts limited liability company ("Voltrek", and together with the Company, Great Lakes, Clean Energy, Asset Management and Orion Technology, collectively, the "Borrowers"), and BANK OF AMERICA, N.A., a national banking association, as lender (“Lender”). Capitalized terms used herein but not otherwise defined shall have their respective meanings as defined in the Loan Agreement (defined below).

RECITALS

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Exhibit****10.166

LEASE AGREEMENT

This lease made at San Juan, Puerto Rico, this between JLR HOLDINGS, LLC with Employee 5 Identification Number (EIN) [*] a Puerto Rico Limited Liability Corporation (Landlord), and BF PRIME, LLC with Employee Identification Number (EIN) [*] a Puerto Rico Limited Liability Company (Tenant) . Also, on behalf of the Tenant, to provide his personal guarantee, Mr. Joseph La Rosa and Deana La Rosa, both of legal age, married to each other, executives and with residence in Celebration, Florida, USA (“Personal Guarantor”).

Landlord hereby leases to Tenant and Tenant hereby rents from Landlord the Premises (as defined in section 1.01), subject to the following terms and conditions:

ARTICLE I. LEASE SCHEDULE

The following definitions shall apply to the various provisions of this Lease:

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Exhibit 10.162

FIRST ADDENDUM TO LEASE AGREEMENT

This FIRST ADDENDUM TO LEASE AGREEMENT, dated this _ day of ___, 2024 (“Addendum”) shall be attached to and made a part of that certain lease agreement dated ________ by and between PLATINUM EAGLES 2011, LLC, a Florida limited liability company (“Lessor”) whose address is P.O. Box 829, Windermere, FL 34786 and LA ROSA REALTY SUCCESS LLC, a Florida limited liability company **(“Lessee”)**whose address is 2200 E. Semoran Blvd, Suite 2244, Apopka, Florida 32703 for the property located at 2200 E. Semoran Blvd, Suite 2244, Apopka, Florida 32703 (collectively the “Lease”). In the event of any contradiction or inconsistency between the terms of this Addendum and the terms of the Lease, the terms of this Addendum shall control. All defined terms not specifically defined in this Addendum shall be given the meanings ascribed to them in the Lease.

RECITALS

A. Lessor has requested, and Lessee has agreed, to amend the Lease to include the requirements set forth below.

WITNESSESTH

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