Browse EX-10 agreements

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**ZincFive, Inc.**20170 SW 112th Ave.Tualatin, OR 97062

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EXECUTIVE Employment Agreement

This Executive Employment Agreement (the “Agreement”) is by and between Mathew Segal (“Executive”) and ZincFive, Inc. (the “Company”).

WHEREAS**, **Executive is currently employed by the Company as its Senior Vice President of Operations;

Whereas, the Company desires to promote Executive to the position of Chief Operating Officer and to provide Executive with certain compensation and benefits in return for Executive’s services, and Executive agrees to be employed by the Company in such capacity and to receive the compensation and benefits on the terms and conditions set forth herein; and

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ZincFive, Inc.
20170 SW 112th Ave.		​
Tualatin, OR 97062		​

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EXECUTIVE Employment Agreement

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is by and between Jerry Allison (“Executive”) and ZincFive, Inc. (the “Company”).

WHEREAS, the Company desires to employ Executive as its General Counsel and to provide Executive with certain compensation and benefits in return for Executive’s services, and Executive agrees to be employed by the Company in such capacity and to receive the compensation and benefits on the terms and conditions set forth herein; and

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Office Support Agreement

April 1, 2026

This contract is between SparkLabs Korea “SLK” and Spark I Acquisition Corporation “S1AC”, together “the Parties,” for Office Support services provided by SLK to S1AC.

SLK will provide office space, telecommunication services, security, utilities and maintenance (the “Services”) to S1AC for 6 months from April 1, 2026 to Sep 30, 2026 (renewable upon mutual agreement between the Parties).

SLK will provide the Services for a monthly of USD 1,000.- for the 6 months period.

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ZincFive, Inc.		​
20170 SW 112th Ave.		​
Tualatin, OR 97062		​

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EMPLOYEE EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) by and between Steven Jennings (the “Employee”) and ZincFive, Inc. (the “Company”) is effective as of March 5, 2020 (the “Effective Date”).

The Company desires to employ the Employee and, in connection therewith, to compensate the Employee for Employee’s personal services to the Company; and

The Employee wishes to be employed by the Company and provide personal services to the Company in return for certain compensation.

Accordingly, in consideration of the mutual promises and covenants contained herein, the parties agree to the following:

1.Employment by the Company.

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ZincFive, Inc.** **20170 SW 112th Ave. Tualatin, OR 97062

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EXECUTIVE EMPLOYMENT AGREEMENT

This **Employment Agreement **(the “Agreement”) by and between Tod Higinbotham (the “Executive”) and ZincFive, Inc. (the “Company”) is effective as of March 5, 2020 (the “Effective Date”).

The Company desires to employ the Executive and, in connection therewith, to compensate the Executive for Executive’s personal services to the Company; and

The Executive wishes to be employed by the Company and provide personal services to the Company in return for certain compensation.

Accordingly, in consideration of the mutual promises and covenants contained herein, the parties agree to the following:

**1.**Employment by the Company.

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CREDIT AGREEMENT

dated as of

June 7, 2023

among

ZINCFIVE, INC.,

as Borrower,

THE OTHER LOAN PARTIES FROM TIME TO TIME PARTY HERETO,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

and

OIC INVESTMENT AGENT, LLC,

as Administrative Agent and Collateral Agent

$80,000,000 Senior Secured Term Loan Facility

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TABLE OF CONTENTS

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Exhibit 10.28

Execution Version

AMENDMENT NO. 2 TO CREDIT AGREEMENT

This AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of October 18, 2024 (this “Agreement”), is entered into by and among ZINCFIVE, INC., a Delaware corporation (“Borrower”), ZINCFIVE POWER, INC. (F/K/A POWERGENIX SYSTEMS, INC. AND PGX ACQUISITION CORP.), a Delaware corporation, (“ZincFive Power”), ZINCFIVE, LLC, a Oregon limited liability company (“ZincFive LLC”), Blue Earth Power Performance Solutions, Inc., an Oregon corporation (“Blue Earth”, and collectively with ZincFive Power, ZincFive LLC, and Borrower, the “Loan Parties”), EACH LENDER (AS DEFINED IN THE CREDIT AGREEMENT) PARTY HERETO (collectively, the “Lenders” and individually, a “Lender”), and OIC INVESTMENT AGENT, LLC, in its capacity as the administrative agent and collateral agent (in such capacity, the “Administrative Agent”). As used in this Agreement, capitalized terms which are not defined herein shall have the meanings ascribed to such terms in the Credit Agreement unless otherwise specified.

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THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

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THE ISSUE PRICE OF THIS NOTE IS $180,550.00

THE ORIGINAL ISSUE DISCOUNT IS $23,550.00

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Principal Amount: $180,550.00	**Issue Date: September 24, 2026 **

Purchase Price: $157,000.00

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PROMISSORY NOTE

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Execution Version

Amended and Restated Credit Agreement

Dated as of September 29, 2026

among

CTO Realty Growth, Inc.,

The Guarantors From Time to Time Parties Hereto,

the Lenders from time to time parties hereto,

KeyBank National Association,

as Administrative Agent,

KeyBanc Capital Markets Inc., The Huntington National Bank, PNC Capital Markets LLC, Regions Capital Markets, Truist Securities, Inc., Raymond James Bank, Wells Fargo Bank, N.A., and BofA Securities, Inc.,

as Joint Lead Arrangers

The Huntington National Bank, PNC Bank, National Association, Regions Bank, Truist Bank, Wells Fargo Bank, N.A., and Bank of America, N.A.,

as Co-Syndication Agents

and

KeyBanc Capital Markets Inc.,

as Sole Book Runner

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4902411.15

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Table of Contents

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SECTION 1.The Credit Facility‌1

Section 1.1.Revolving Credit Commitments‌1

Section 1.2.Term Loans‌2

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Exhibit 10.1

	REGENERON PHARMACEUTICALS, INC.
	ID: 13-3444607
	777 Old Saw Mill River Road
	Tarrytown, NY 10591

Notice of Grant of Performance Restricted Stock Units and Performance Restricted Stock Unit Agreement (****“Notice”)

Leonard S. Schleifer, M.D., Ph.D. [ADDRESS]	Performance RSU Number: **Plan: **Second Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan ID:

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Exhibit 10.2

	REGENERON PHARMACEUTICALS, INC.
	ID: 13-3444607
	777 Old Saw Mill River Road
	Tarrytown, NY 10591

Notice of Grant of Performance Restricted Stock Units and Performance Restricted Stock Unit Agreement (****“Notice”)

George D. Yancopoulos, M.D., Ph.D. [ADDRESS]	Performance RSU Number: **Plan: **Second Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan ID:

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Execution Version

PREFERRED UNIT PURCHASE AGREEMENT

This PREFERRED UNIT PURCHASE AGREEMENT (this “Agreement”), is made as of September 30, 2026, by and among Vroom Automotive, LLC, a Delaware limited liability company (the “Company”), SPE Holdings 2026-1, a Delaware statutory trust (the “Purchaser”), and solely for the purposes set forth herein, Vroom, Inc., a Delaware corporation (“Vroom Parent”).

WHEREAS, the Company desires to sell and issue to the Purchaser, and the Purchaser desires to subscribe and purchase from the Company, up to 20,000 Preferred Units (as defined below), consisting of (a) 16,000 Series A1 Preferred Units, and (b) 4,000 Series B1 Preferred Units (collectively, the “Units”).

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Company and the Purchaser hereby agree as follows:

1.

Purchase and Sale; Closing; Origination Fee.

1.1

Purchase and Sale of the Units.

(a)

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