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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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SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 30, 2026, between Inuvo, Inc. a company incorporated under the laws of Nevada (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

 

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to (i) an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) as to the Shares, the Pre-Funded Warrants and the Pre-Funded Warrant Shares, and (ii) an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulation D thereunder as to the Common Warrants and the Common Warrant Shares, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

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SECURED PROMISSORY NOTE B

 

Effective Date: June 29, 2026

U.S. $6,200,000.00

 

FOR VALUE RECEIVED, Inuvo, Inc., a Nevada corporation (“Borrower”), promises to pay to Streeterville Capital, LLC, a Utah limited liability company (“Lender”), $6,200,000.00 and any interest, fees, charges, and late fees accrued hereunder on the date that is twenty-four (24) months after the Purchase Price Date (the “Maturity Date”) in accordance with the terms set forth herein and to pay interest on the Outstanding Balance at the rate of five percent (5%) per annum from the Purchase Price Date until the same is paid in full. All interest calculations hereunder shall be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months, shall compound daily and shall be payable in accordance with the terms of this Note. This Secured Promissory Note B (this “Note”) is issued and made effective as of June 29, 2026 (the “Effective Date”). This Note is issued pursuant to that certain Notes Purchase Agreement dated June 29, 2026, by and between Borrower and Lend

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GUARANTY

 

This GUARANTY, made effective as of June 29, 2026, is given by each of the undersigned guarantors (collectively, the “Guarantors”, and each individually, a “Guarantor”) for the benefit of Streeterville Capital, LLC, a Utah limited liability company (“Investor”).

 

PURPOSE

 

A. Inuvo, Inc., a Nevada corporation and parent of Guarantors (“Company”), has issued to Investor: (i) that certain Secured Promissory Note A-1 of even date herewith in the original principal amount of $4,142,000,00 (the “A-1 Note”); and (ii) that certain Secured Promissory Note B of even date herewith in the original principal amount of $6,200,000.00 (the “B Note”, and together with the A-1 Note and any other notes that may be issued pursuant to exchanges of the B Note, the “Notes”).

 

B. The A-1 Note and the B Note were issued pursuant to the terms of a Notes Purchase Agreement of even date herewith between Company and Investor (the “Purchase Agreement”).

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NOTES PURCHASE AGREEMENT

 

THIS NOTES PURCHASE AGREEMENT (this “Agreement”), dated as of June 29, 2026, is entered into by and between Inuvo, Inc., a Nevada corporation (“Company”), and STREETERVILLE CAPITAL, LLC, a Utah limited liability company (“Investor”).

 

A. Company and Investor are executing and delivering this Agreement in reliance upon the Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506 promulgated thereunder by the United States Securities and Exchange Commission (the “SEC”).

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PLACEMENT AGENCY AGREEMENT

 

June 30, 2026

 

Ladenburg Thalmann & Co. Inc.

999 Vanderbilt Beach Road, Suite 200

Naples, Florida 34105

 

Ladies and Gentlemen:

 

Introduction. Subject to the terms and conditions herein (this “Agreement”), Inuvo, Inc., a Nevada corporation (the “Company”), hereby agrees to sell (A) up to 2,968,814 shares (the “Shares”) of common stock, par value $0.001 per share (“Common Stock”); (B) at the election of the Investor, in lieu of the Common Stock, up to 2,968,814 pre-funded warrants to purchase 2,968,814 shares of Common Stock (the “Pre-Funded Warrants”); (C) Class A Common Stock purchase warrants (the “Class A Warrants”) to purchase up to an aggregate of 2,968,814 shares of Common Stock; and (D) Class B Common Stock purchase warrants (the “Class B Warrants” together with the Class A Warrants, the “Warrants”) to purchase up to an aggregate of 2,968,814 shares of Common Stock. Each Pre-Funded Warrant will be exercisable upon issuance and will expire when exercised in full. The Class A Warrants will be exercisable on the six (6) month anniv

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EXHIBIT 10.7 

SECURITY AGREEMENT

 

This Security Agreement (this “Agreement”), dated as of June 29, 2026, is executed by Inuvo, Inc., a Nevada corporation (“Debtor”), and each of the undersigned guarantors (the “Guarantors”),for the benefit of Streeterville Capital, LLC, a Utah limited liability company (“Secured Party”). Debtor and the Guarantors are referred to herein individually as a “Grantor” and collectively as “Grantors”, and as the context may require, each reference in this Agreement to a Guarantor's representations, warranties, covenants, agreements, obligations and Collateral shall apply equally to Debtor as a Grantor with respect to Debtor's Collateral.

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