Browse EX-10 agreements

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

 

COMMON STOCK PURCHASE WARRANT

 

MILL CITY VENTURES III, LTD.

 

Warrant Shares: 207,565.00

Issue Date: July 31, 2025

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Exhibit 10.4

316290458v4

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), originally dated as of June 15, 2017 and originally effective as of July 3, 2017 (“Original Effective Date”), which was amended and restated effective as of November 20, 2020, and which is further amended and restated, effective June 18, 2026 (the “Effective Date”), and is made by and between Carter Bankshares, Inc. (“Holding Company”), Carter Bank & Trust (“Bank”) (Holding Company and Bank, both individually and collectively, are referred to herein as “Employer”) and Matthew M. Speare (“Executive”).

WHEREAS, Employer wishes to continue the employment of Executive as a key executive of Bank and it is the desire of Employer to have the benefit of Executive’s continued loyalty and service; and

WHEREAS, Executive wishes to continue in the employ of Bank on the terms and subject to the conditions set forth herein, and both Employer and Executive consent to this Agreement.

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Exhibit 10.3

316290459v4

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), originally dated as of June 19, 2017 and originally effective as of July 24, 2017 (“Original Effective Date”), which was amended and restated effective as of November 20, 2020, and which is further amended and restated, effective June 18, 2026 (the “Effective Date”), and is made by and between Carter Bankshares, Inc. (“Holding Company”), Carter Bank & Trust (“Bank”) (Holding Company and Bank, both individually and collectively, are referred to herein as “Employer”) and Wendy S. Bell (“Executive”).

WHEREAS, Employer wishes to continue the employment of Executive as a key executive of Bank and Holding Company, and it is the desire of Employer to have the benefit of Executive’s continued loyalty and service; and

WHEREAS, Executive wishes to continue in the employ of Employer on the terms and subject to the conditions set forth herein, and both Employer and Executive consent to this Agreement.

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Exhibit 10.1

316290457v6

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), originally dated as of September 29, 2017 and originally effective as of October 1, 2017 (“Original Effective Date”), which was amended and restated effective as of November 20, 2020, and which is further amended and restated, effective June 18, 2026 (the “Effective Date”), and is made by and between Carter Bankshares, Inc. (“Holding Company”), Carter Bank & Trust (“Bank”) (Holding Company and Bank, both individually and collectively, are referred to herein as “Employer”) and Litz Van Dyke (“Executive”).

WHEREAS, Employer wishes to continue the employment of Executive as a key executive of Bank and Holding Company, and it is the desire of Employer to have the benefit of Executive’s continued loyalty and service; and

WHEREAS, Executive wishes to continue in the employ of Employer on the terms and subject to the conditions set forth herein, and both Employer and Executive consent to this Agreement.

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Exhibit 10.2

316290455v4

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), originally dated as of May 31, 2017 and originally effective as of June 19, 2017 (“Original Effective Date”), which was amended and restated effective as of November 20, 2020, and which is further amended and restated, effective June 18, 2026 (the “Effective Date”), and is made by and between Carter Bankshares, Inc. (“Holding Company”), Carter Bank & Trust (“Bank”) (Holding Company and Bank, both individually and collectively, are referred to herein as “Employer”) and Bradford N. Langs (“Executive”).

WHEREAS, Employer wishes to continue the employment of Executive as a key executive of Bank, and it is the desire of Employer to have the benefit of Executive’s continued loyalty and service; and

WHEREAS, Executive wishes to continue in the employ of Bank on the terms and subject to the conditions set forth herein, and both Employer and Executive consent to this Agreement.

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Exhibit 10.5

316290454v4

CHANGE OF CONTROL SEVERANCE AGREEMENT

(As Amended and Restated)

THIS CHANGE OF CONTROL SEVERANCE AGREEMENT (this “Agreement”), originally dated and effective as of August 1, 2017, which was amended and restated effective as of November 20, 2020, and which is further amended and restated, effective June 18, 2026 (the “Effective Date”), by and between Carter Bankshares, Inc. (the “Holding Company”) and Carter Bank & Trust (the “Bank”) and Tony E. Kallsen (“Employee”).

WITNESSETH:

WHEREAS, Employee is a valuable employee of the Bank;

WHEREAS, the Bank wishes to encourage Employee to continue Employee’s career and services with the Bank and to remain with the Bank during any potential change of control of the Holding Company; and

WHEREAS, the Holding Company, the Bank and Employee have agreed to enter into this Agreement, as amended and restated, to set forth the terms on which Employee may be entitled to severance pay from the Bank following a Change of Control (as defined below).

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ex101sdleaseagreement

EXHIBIT 10.1 LEASE Between STERLING CITY SCIENCE SOUTH DEVELOPMENT, LLC, a Delaware limited liability company as Landlord and QUANTUM-SI INCORPORATED, a Delaware corporation as Tenant For certain premises at 9955 Pacific Heights Boulevard, San Diego, California 92121

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-1- LEASE THIS LEASE (“Lease”) made as of the 18th day of June, 2026 (“Effective Date”) between STERLING CITY SCIENCE SOUTH DEVELOPMENT, LLC, a Delaware limited liability company (“Landlord”) and the Tenant described in Item 1 of the Basic Lease Provisions (“Tenant”). LEASE OF PREMISES Landlord hereby leases to Tenant and Tenant hereby leases from Landlord, subject to all of the terms and conditions set forth herein, those certain premises (the “Premises”) described in Item 3 of the Basic Lease Provisions and as shown in the drawing attached hereto as Exhibit B. The Premises are located in that certain building having a common address of 9955 Pacific Heights Boulevard, San Diego, California 92121, as described in Item 2 of the Basic Lease Provisions (“Building”, commonly referred to as

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Execution Version

AMENDMENT NO. 4

AMENDMENT NO. 4 (this “Agreement”), dated as of June 23, 2026, to the ABL Credit Agreement, dated as of June 18, 2019 (as amended on August 27, 2021, as amended on January 26, 2023, as amended on April 1, 2025, and otherwise as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among CHEWY, INC., a Delaware corporation (the “Borrower”), the LENDERS party thereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, including any successor thereto, the “Agent”) and as Collateral Agent, and the other agents and arrangers party thereto.

RECITALS:

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EXECUTION VERSION

 

 

CREDIT AGREEMENT

dated as of June 23, 2026

by and among

CHEWY, INC.,

as the Initial Borrower,

The Lenders Party Hereto,

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent and Collateral Agent

 

 

JPMORGAN CHASE BANK, N.A.,

WELLS FARGO SECURITIES, LLC,

CITIGROUP GLOBAL MARKETS INC.,

MORGAN STANLEY SENIOR FUNDING, INC.,

BOFA SECURITIES, INC.,

RBC CAPITAL MARKETS1,

AND

BARCLAYS BANK PLC

as Lead Arrangers

 

 

1 

RBC Capital Markets is the brand name for the capital markets activities of Royal Bank of Canada and its affiliates.

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TABLE OF CONTENTS

 

 

  

 

  

Page

 

ARTICLE I

 

DEFINITIONS

 

Section 1.01

  

Defined Terms

  

 

1

 

Section 1.02

  

Classification of Loans and Borrowings

  

 

80

 

Section 1.03

  

Other Interpretive Provisions; Terms Generally

  

 

80

 

Section 1.04

  

Accounting Terms; GAAP

  

 

81

 

Section 1.05

  

Effectuation of Transactions

  

 

81

 

Section 1.06

  

Currency Translation; Rates

  

 

81

 

Section 1.07

  

[Reserved]

  

 

82

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THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION OR APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY OF ANY JURISDICTION, NOR HAS THE SEC OR ANY SUCH STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY PASSED UPON THE MERITS OF THIS OFFERING, NOR IS IT INTENDED THAT THEY WILL. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE SECURITIES OFFERED HEREBY CANNOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO “U.S. PERSONS” (AS SUCH TERM IS DEFINED IN REGULATION S, PROMULGATED UNDER THE SECURITIES ACT) UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.

FORM OF STOCK PURCHASE AGREEMENT

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exhibit1027-employmentle

111 River Street, Hoboken, NJ 07030-5774, U.S. T +1 201 748 6000 F +1 201 748 6088 www.wiley.com October 4, 2019 Ms. Danielle McMahan Dear Danielle: I am pleased to confirm our offer and your acceptance of employment with John Wiley & Sons, Inc. as Executive Vice President and Chief Human Resources Officer. Your employment date will be November 11, 2019. Your base salary will be $400,000, paid on a semi-monthly basis. You will be eligible to participate in the Executive Annual Incentive Plan (“EAIP”), with an annualized target incentive is equal to 75% of your base salary, or $300,000. For FY20, which began May 1, 2019, you are eligible for prorated participation. Payout will be based on achievement of enterprise financial goals, and strategic milestones. All payouts under the EAIP are in accordance with plan provisions. Beginning with the FY20-22 performance cycle, you will be eligible to receive annual grants under the Company’s Executive Long-Term Incentive Program (“ELTIP”). Your targeted long- term incentive is $450,000. For FY20, your equity grant wil

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exhibit1020-bofaxwileyxt

Execution Version [John Wiley & Sons] Third Amendment #5364448936 THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT This THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 15, 2026 (this “Amendment”), is by and among JOHN WILEY & SONS, INC., a New York corporation (the “Company”), JOHN WILEY & SONS LIMITED, a private limited company incorporated under the laws of England and Wales (“Wiley UK”), WILEY-VCH GmbH, a limited liability company organized under the laws of Germany (“Wiley-VCH”), J WILEY LIMITED, a private limited company incorporated under the laws of England and Wales (“J.Wiley UK”), WILEY EUROPE INVESTMENT HOLDINGS LIMITED, a private limited company incorporated under the laws of England and Wales (“WEIHL” and, together with Wiley UK and J.Wiley UK, collectively, the “UK Borrowers” and, together with Wiley-VCH and the Company, the “Borrowers” and each a “Borrower”), the other Loan Parties party hereto, each of the financial institutions with an Incremental Term Commitment (as defined below) party hereto

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