Browse EX-10 agreements

1Note to Draft: Bracketed language to be included for officers and non-Olympus affiliated directors.

2Note to Draft: Bracketed language to be included for Olympus affiliated directors.

Exhibit 10.12

FORM OF

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into

as of [       ], 202[       ], between Accelevation Holdings Corp., a Delaware corporation (the

“Company”), and [        ] (the “Indemnitee”). Capitalized terms used but not otherwise defined

herein shall have the meaning set forth in Section 14hereof.

WHEREAS, highly competent persons have become more reluctant to serve corporations

as directors or officers or in other capacities unless they are provided with adequate protection

through insurance or adequate indemnification against inordinate risks of claims and actions

against them arising out of their service to and activities on behalf of the corporation;

WHEREAS, the Amended and Restated Bylaws of the Company (as amended, restated,

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FORM OF EXCHANGE AGREEMENT

This EXCHANGE AGREEMENT (as it may be amended from time to time in accordance with

the terms hereof, this “Agreement”), dated as of              , 2026 and effective as of immediately prior to

the consummation of the IPO (the “Effective Time”), is made by and among Accelevation Holdings

Corp., a Delaware corporation (“Pubco”), Accelevation Holdings LLC, a Delaware limited liability

company (the “Company”), and Accelevation Investment Holdings LLC, a Delaware limited liability

company (the “Member”).

WHEREAS, in connection with the initial public offering (the “IPO”) of shares of Class A

common stock, par value $0.0001 per share, of Pubco (“Class A Common Stock”), Pubco intends to

consummate the transactions described in the Registration Statement on Form S-1, as amended

(Registration No. 333-298715), initially filed by Pubco with the U.S. Securities and Exchange

Commission on September 2, 2026;

WHEREAS, immediately following the IPO, the Member owns the number of Series B Units and

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JOINDERAGREEMENTANDTHIRDAMENDMENTTOCREDITAGREEMENT

JOINDERAGREEMENTANDTHIRDAMENDMENTTOCREDITAGREEMENT,

datedasofFebruary13,2026(this“Amendment”), byandamongeachoftheundersignedLenders(each,

an“AmendmentNo.3IncrementalLender”),AccelevationIntermediateLLC,aDelawarelimitedliability

company (“Holdings”), Accelevation Buyer LLC, a Delaware limited liability company (“Intermediate

Holdings”), Accelevation LLC, a Delaware limited liability company (the “Borrower”), and MidCap

Financial Trust, as the Administrative Agent.

RECITALS:

WHEREAS, reference is hereby made to the Credit Agreement, dated as of January 2,

2025 (as amended, restated, supplemented or otherwise modified from time to time, including pursuant to

this Amendment, the “Credit Agreement”), among Holdings, Intermediate Holdings, the Borrower, the

several lenders from time to time parties thereto (each a “Lender” and, collectively, the “Lenders”) and

MidCapFinancialTrust,astheAdministrativeAgent(capitalizedtermsusedbutnotdefinedhereinhaving

the meaning provided in the Credit Agreement);

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FORM OF

TAX RECEIVABLE AGREEMENT

by and among

ACCELEVATION HOLDINGS CORP.,

ACCELEVATION HOLDINGS LLC

and

THE OTHER PERSONS NAMED HEREIN

Dated as of               , 2026

TAX RECEIVABLE AGREEMENT

This TAX RECEIVABLE AGREEMENT(this “Agreement”), dated as of              , 2026, is hereby

entered into by and among Accelevation Holdings Corp., a Delaware corporation (“PubCo”), Accelevation

Holdings LLC, a Delaware limited liability company (“OpCo”), and each of the undersigned parties and the other

persons who agree to become party to this Agreement and who shall thereafter be listed on Schedule Aattached

hereto from time to time (each a “Rights Holder” and collectively, the “Rights Holders”).

RECITALS

WHEREAS, the Rights Holders directly or indirectly hold certain equity interests in OpCo (the “Units”) and/

or PubCo;

WHEREAS, OpCo is treated as a partnership for U.S. federal income tax purposes and PubCo is treated as a

corporation for U.S. federal income tax purposes;

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FORM OF DIRECTOR NOMINATION AGREEMENT

THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into

as of              , 2026, by and among (a) Accelevation Holdings Corp., a Delaware corporation (the

“Company”), (b) Accelevation Pubco Holdings LP, a Delaware limited partnership (“Pubco Holdings”),

(c) Accelevation Investment Holdings LLC, a Delaware limited liability company (“Investment

Holdings”), (d) Olympus Growth Fund VIII Parallel L.P., a Delaware limited partnership, Olympus

Growth Fund VIII LP, a Delaware limited partnership, and Olympus Partners,LP, a Delaware limited

partnership (collectively and, together with Pubco Holdings and Investment Holdings, “Olympus”) and

(e) Michael Rubiera (the “Founder Stockholder” and, together with Olympus, the “Nominating Parties”).

This Agreement shall become effective (the “Effective Date”) upon the closing of the Company’s

proposed initial public offering (the “IPO”) of shares of its Common Stock (as defined below).

WHEREAS, as of the date hereof, Olympus Beneficially Owns (as defined below) a majority of

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FIRST AMENDMENT TO SIXTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This First Amendment (“Amendment”) to the Sixth Amended and Restated Employment Agreement dated July 18, 2024 (the “Agreement”) between Gary D. Kain (the “Executive”) and AGNC Mortgage Management, LLC, a Delaware limited liability company (the “Company”), is entered into as of September 10, 2026 (“Effective Date”).

W I T N E S S E T H:

1.    WHEREAS, the Company and the Executive are parties to the Agreement and wish to enter into this Amendment to revise certain terms and conditions of the Agreement on and after the Effective Date;

2.    WHEREAS, it is in the interests of the Company that the Executive’s services continue to be available to the Company; and

3.    WHEREAS, it is a condition to the Executive’s continued employment by the Company that the Executive execute and deliver this Amendment, and in order to induce the Executive to continue the Executive’s employment, the Company has agreed to provide the Executive with the rights and benefits described more fully herein.

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**EMPLOYMENT AGREEMENT **

This Employment Agreement (this “Agreement”) is entered into as of September 5, 2026 (the “Commencement Date”), by and between CalPrivate Bank, a California state-chartered commercial bank (together with its successors and permitted assigns, collectively, the “Bank”), and Cory Stewart (“Executive”), with reference to the following:

A. The Bank considers Executive’s services, managerial skills, and business experience important to the Bank’s operations and strategic objectives and desires to retain the Executive as a Bank officer and employee on the terms and conditions set forth herein;

B. Executive is expected to contribute to the Bank’s profitability, growth and financial strength. Executive will serve as a Bank officer and employee and will receive compensation for such service;

C. Executive desires to be a Bank officer and employee on the terms and conditions set forth herein; and

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SURNA INC. 2017 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of this Surna Inc. 2017 Equity Incentive Plan (the “Plan”) is to assist Surna, Inc., a Nevada corporation (the “Company”), and its Related Entities (as hereinafter defined) in attracting, motivating, retaining, and rewarding high-quality executives and other employees, officers, directors, consultants, and other persons who provide services to the Company or its Related Entities by enabling such persons to acquire or increase a proprietary interest in the Company in order to strengthen the mutuality of interests between such persons and the Company’s stockholders, and providing such persons with performance incentives to expend their maximum efforts in the creation of stockholder value. 2. Definitions. For purposes of the Plan, the following terms shall be defined as set forth below, in addition to such terms defined in Section 1 hereof. (a) “Award” means any Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award, Share granted as a bonus or in lieu of another Award, Dividend Equivalent, Othe

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Ceffu Terms of Use Last updated: 8 June 2026 This agreement is for Clients who are onboarding with Ceffu Digital Pte Ltd. Download the PDF version here. 1.​ INTRODUCTION 1.1.​ These terms of use (hereinafter referred to as “Terms”) are entered into between you (hereinafter referred to as “you” or the “Client”) and Ceffu Digital Pte. Ltd. (hereinafter referred to as the “Custodian”, “us” or “we”). 1.2.​ By accessing, downloading, using or clicking on “I agree” to accept the Services (as defined below) provided by the Custodian, you confirm that you have read, understood, accepted and agree to be bound by all of the terms and conditions stipulated in these Terms as well as our Privacy Notice at https://www.ceffu.com/legal/privacy. In addition, when using some features in connection with the Services, you may be subject to specific additional terms and conditions (the “Additional Terms”) applicable to those features, set out in the respective Exhibits to these Terms and which form part of these Terms. If you do not agree to any terms and conditions stipulated in these Terms, Privacy Not

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Page 1 of 3 Board Committee Extraordinary Service Compensation Policy CEA Industries Inc. (NASDAQ: BNC) is a publicly traded mid-cap company with an equity market capitalization in the mid- hundreds of millions of dollars, typical of dynamic growth and special situation profiles that require elevated director engagement beyond routine governance. Purpose This policy establishes a clear framework for compensating Independent Directors serving on Board Committees for extraordinary services performed outside the scope of routine Board and Committee duties. While adopted in connection with the Company’s current shareholder activist defense and related strategic matters, this policy applies to any future special situation or extraordinary event that requires materially increased director engagement. This Policy is intended to ensure fair compensation for material, incremental work arising from extraordinary circumstances; clearly distinguish such work from routine Board service; provide objective structure related to additional compensation; and maintain appropriate oversight and transpar

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FORM OF INDEMNIFICATION AGREEMENT

(Directors and Officers)

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [  ], by and between CEA Industries Inc., a Nevada corporation (the “Company”), and the undersigned (“Indemnitee”).

WHEREAS, at the request of the Company, Indemnitee serves or has agreed to serve as a director and/or executive officer of the Company and may, therefore, be subjected to claims, suits or proceedings arising as a result of such service;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that the interests of the Company and its stockholders are best served by attracting and retaining experienced and capable persons to serve as directors and officers of the Company, and that it is reasonable, prudent and necessary for the Company to indemnify, and to advance Expenses to, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern regarding personal liability;

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Execution Version 187382661.10 SEPARATION AGREEMENT This Separation Agreement (the “Agreement”) is effective as specified below and is entered into by and between CEA Industries, Inc., a Nevada corporation (the “Company”), and Nicholas J. Etten (the “Director”). The Company and the Director are collectively referred to herein as the “Parties.” TERMS AND CONDITIONS 1. Resignation from Board of Directors. The Director hereby resigns from the Board of Directors of the Company (the “Board”), which resignation shall be effective immediately after the execution and delivery of the Cooperation Agreement by and among the Company and YZILabs Management Ltd. (such that the Director will still be a current director of the Company at the time the Cooperation Agreement is executed and delivered) (such date and time, the “Resignation Date”). This Section 1 shall constitute a resignation notice for such purpose. 2. Separation Payment. The Company shall make a payment to the Director of an aggregate of $85,000 (the “Separation Payment”) promptly following the Resignation Date, but in any event no la

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