Browse EX-10 agreements

Execution Version

 

 

INCREMENTAL ASSUMPTION AND AMENDMENT AGREEMENT NO. 2

 

Dated as of July 1, 2026

 

among

 

QUEEN HOLDCO, LLC, as Holdings,

 

QXO BUILDING PRODUCTS, INC., as Borrower,

 

THE SUBSIDIARY LOAN PARTIES PARTY HERETO,

 

THE LENDERS PARTY HERETO

 

and

 

GOLDMAN SACHS BANK USA, as Administrative Agent

 

 

 

WELLS FARGO SECURITIES, LLC,

 

MORGAN STANLEY SENIOR FUNDING, INC.

 

BARCLAYS BANK PLC,

 

APOLLO GLOBAL FUNDING, LLC

 

CITIBANK, N.A.

 

and

 

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK

 

as Joint Lead Arrangers, Joint Bookrunners, Syndication Agents and Documentation Agents

 

 

 

 

INCREMENTAL ASSUMPTION AND AMENDMENT

AGREEMENT NO. 2

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PURCHASE AND SALE AGREEMENT

THIS AGREEMENT made as of June 26, 2026 (the “Effective Date”), is by and between ARCADE REALTY LLC, a Connecticut limited liability company having an address at 38 Union Avenue, Bridgeport, CT 06607 (“Seller”) and QUANTUM DRONES CORPORATION, a Nevada corporation having an address c/o Quantum Cyber N.V., 1501 Belvedere Road, Suite 500, West Palm Beach, FL 33406, with full right of assignment to any entity that is owned by or has common ownership with Quantum Drones , N.V (“Purchaser”). Such an assignment shall be deemed to be a “Permitted Assignment”.

WHEREAS, the Seller owns the fee simple title to certain parcels of property known as 38 Union Avenue, Bridgeport, CT, more specifically described on Exhibit A annexed hereto and made a part hereof together with certain other property as described herein;

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SECOND AMENDMENT TO INTELLECTUAL PROPERTY LICENSE AGREEMENT

This Second Amendment to Intellectual Property License Agreement (this “Second Amendment”), dated as of July 1, 2026, is by and between BP United, Inc., a Delaware corporation, with offices located at 20855 NE 16th Ave., STE C38, Miami, FL 33179 (“Licensor”), and Quantum Cyber N.V., a public company organized under the laws of the Netherlands and listed on the Nasdaq Capital Market (NCM: QUCY), with offices located at 1501 Belvedere Road Suite 500, West Palm Beach, FL, 33406 (“Licensee”) (collectively, the “Parties,” or each, individually, a “Party”).

 

RECITALS

 

WHEREAS, the Parties entered into that certain Intellectual Property License Agreement, dated as of May 12, 2026 (the “License Agreement”), pursuant to which Licensor granted Licensee an exclusive license to and under the Licensed Technology on the terms and conditions set forth therein;

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ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (“Agreement”) is made and entered into June 26, 2026 (“Effective Date”), by and between Quantum Drones corporation, a Nevada corporation (“Buyer”) and Arcade Technology LLC, a Connecticut limited liability company (“Seller”).

 

WHEREAS, Seller is engaged in the business of providing precision metal stamping services as well as tool design and manufacturing services under the trade name Arcade Metal Stamping (the “Business”); and

 

WHEREAS, Seller’s affiliate Arcade Realty LLC (as “Seller”) and Buyer’s parent, Quantum Cyber, N.V. a Dutch Corporation, as “Purchaser”, have entered into an Purchase and Sale Agreement (the “PSA”) as of even date, for the purchase of that certain real property known at 38 Union Avenue, Bridgeport, Connecticut (the “Property”), and the parties hereto intend that the closings under the PSA and this Agreement occur simultaneously.

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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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Document

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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