Browse EX-10 agreements

**Execution Version **

PENNANTPARK INVESTMENT CORPORATION

$62,000,000 8.00% Senior Unsecured Notes due September 1, 2031

$2,000,000 7.25% Senior Unsecured Notes due September 30, 2029

NOTE PURCHASE AGREEMENT

Dated September 1, 2026

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TABLE OF CONTENTS

SECTION		HEADING		PAGE
SECTION 1.		AUTHORIZATION OF NOTES			1
SECTION 2.		SALE AND PURCHASE OF NOTES			1
SECTION 3.		CLOSING			2

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AGILENT TECHNOLOGIES, INC.

2005 DEFERRED COMPENSATION PLAN

(Amended and Restated Effective January 1, 2024)

Section 1.Establishment and Purpose of Plan.

The Agilent Technologies, Inc. 2005 Deferred Compensation Plan has been amended and restated effective September 17, 2007; September 15, 2008; October 28, 2009; January 1, 2011; and May 20, 2014. The Plan is hereby amended and restated in its entirety effective January 1, 2024. The Plan continues the program of deferred compensation embodied in the document for the Prior Plan in a manner designed to comply with the requirements of the American Jobs Creation Act of 2004. The rules of this Plan document, rather than those of the Prior Plan Document, will govern new deferrals. The Plan provides deferred compensation for a select group of management or highly compensated employees as established in Title I of ERISA.

The Plan is intended to be an unfunded and unsecured deferred compensation arrangement between the Participant and Agilent, in which the Participant agrees to give up a portion of the Participant’s current compensation in exchange for Agilent’s unfunded and unsecured promise to make a payment at a future date, as specified in Section 6. Agilent retains the right, as provided in Section 12, to amend or terminate the Plan at any time. Certain capitalized words used in the text of the Plan are defined in Section 19 in alphabetical order.

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Exhibit 10.1

AMENDMENT TO THE

PENN SECURITY BANK AND TRUST COMPANY

SuPPlemental Executive Retirement Plan AGREEMENT

FOR THE BENEFIT OF

Thomas P. Tulaney

WHEREAS, Penn Security Bank and Trust Company (n/k/a Peoples Security Bank and Trust Company) (the “Bank”), Penseco Financial Services Corporation (n/k/a Peoples Financial Services Corp.) (“Parent”) and Thomas P. Tulaney (the “Executive”) previously entered into the Supplemental Executive Retirement Plan Agreement (the “Agreement”), originally effective as of May 31, 2012; and

WHEREAS, the Agreement provides for retirement benefits to be paid to the Executive upon certain enumerated events, payable out of the Bank’s general assets; and

WHEREAS, the Bank, Parent and the Executive have agreed to amend the Agreement to provide additional benefits per this Amendment.

NOW, THEREFORE, effective August 28, 2026 (the “Effective Date”), the Bank, Parent and the Executive hereby amend the Agreement as follows:

The following is hereby added to Article I, Definitions of the Agreement:

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FIRST AMENDMENT TO THE

REGISTRATION RIGHTS AGREEMENT

dated as of August 31, 2026

This First Amendment to the Registration Rights Agreement (this “Amendment”) is entered into as of August 31, 2026, by and between Root, Inc., a Delaware corporation (the “Company”), and Carvana Group, LLC, a Delaware limited liability company (the “Holder” and, together with the Company, the “Parties”, and each, a “Party”).

RECITALS

WHEREAS, the Parties entered into that certain Registration Rights Agreement, attached as Exhibit D to the Investment Agreement, dated as of August 11, 2021 (the “Registration Rights Agreement”), by and between the Company and the Holder;

WHEREAS, the Registration Rights Agreement provides that it may be amended by written agreement of the Company and the Holder;

WHEREAS, in connection with the warrant restructuring contemplated by the Second Amendment to the Investment Agreement, dated as of August 31, 2026 (the “Second Amendment”), and the Warrant Cancellation and Exchange Agreement, dated as of August 31, 2026 (the “Warrant Cancellation Agreement”), the Parties wish to amend the Registration Rights Agreement to (i) replace the Demand Registration filing trigger in Section 2(a), (ii) expand the scope of the Company’s postponement rights under Section 2(f)(i) to also cover the filing of Shelf Registration Statements, (iii) update the definition of “Registrable Securities” in Section 1(e) to reference the New Warrant issued in connection with the warrant restructuring, (iv) confirm that the extension of the Standstill Period effected by the Second Amendment

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SECOND AMENDMENT TO THE INVESTMENT AGREEMENT

This SECOND AMENDMENT TO THE INVESTMENT AGREEMENT (this “Amendment”), dated as of August 31, 2026, is entered into by and between Root, Inc., a Delaware corporation (the “Company”), and Carvana Group, LLC, a Delaware limited liability company (the “Purchaser”). The Company and the Purchaser are collectively referred to herein as the “Parties” and each, a “Party.”

W I T N E S S E T H:

WHEREAS, the Parties entered into that certain Investment Agreement, dated as of August 11, 2021 (as amended by the First Amendment (as defined below), the “Investment Agreement”);

WHEREAS, the Parties entered into that certain First Amendment to the Investment Agreement, dated as of September 29, 2021 (the “First Amendment”);

WHEREAS, Section 10 of the Investment Agreement provides that the Investment Agreement may be amended, modified or waived if, and only if, such amendment, modification or waiver is in writing and signed by each of the parties to the Investment Agreement;

WHEREAS, the Short-Term Warrants (as defined in the Investment Agreement) issued to the Purchaser on October 1, 2021 have expired in accordance with their respective terms;

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SECOND AMENDMENT TO THE PARTIES’

COMMERCIAL AGREEMENT

This Second Amendment to the Commercial Agreement (“Second Amendment”) is entered into and made effective this 31stday of August, 2026 (the “Second Amendment Effective Date”), by and among Caret Holdings, Inc. (“Company”), Carvana, LLC (“Dealer”), Carvana Insurance Services, LLC (“CIS”), and Carvana Group, LLC (“Parent”) (collectively, the entities Parent, CIS, and Dealer shall be referred to as “Carvana”). Carvana and Company shall be referred to as the “Parties,” and each a “Party.”

WHEREAS, Carvana and Company entered into that certain Commercial Agreement dated October 1, 2021, as amended by the First Amendment to the Commercial Agreement dated May 13, 2022, and as may be further amended or modified from time to time (the “Agreement”); and

WHEREAS, Carvana and Company wish to further modify the Agreement to provide for the amended terms and conditions, as described herein.

NOW, THEREFORE, in consideration of the promises, mutual covenants, and agreements as described in the Agreement and this Second Amendment, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1.Term (Section 16 of the Agreement)

Section 16 of the Agreement is hereby deleted in its entirety and replaced with the following:

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WARRANT CANCELLATION AND EXCHANGE AGREEMENT

This WARRANT CANCELLATION AND EXCHANGE AGREEMENT (this “Agreement”), dated as of August 31, 2026, is entered into by and between Root, Inc., a Delaware corporation (the “Company”), and Carvana Group, LLC, a Delaware limited liability company (the “Holder”).

RECITALS

WHEREAS, on October 1, 2021, the Company issued to the Holder, pursuant to that certain Investment Agreement, dated as of August 11, 2021, by and between the Company and the Holder, as amended (the “Investment Agreement”), Common Stock Purchase Warrants designated as Long Term Tranche 1, Long Term Tranche 2, Long Term Tranche 3, Long Term Tranche 4, and Long Term Tranche 5 (collectively, the “Long-Term Warrants”);

WHEREAS, the Company previously issued to the Holder, on October 1, 2021, Common Stock Purchase Warrants designated as Short Term Tranche 1, Short Term Tranche 2, and Short Term Tranche 3 (collectively, the “Short-Term Warrants”), each of which has expired in accordance with its terms;

WHEREAS, on August 12, 2022, the Company effected a 1-for-18 reverse stock split of the Company’s Class A Common Stock and Class B Common Stock (the “Reverse Stock Split”);

WHEREAS, the parties desire to cancel all outstanding Long-Term Warrants in exchange for the issuance by the Company to the Holder of a new Common Stock Purchase Warrant (the “New Warrant”) on revised economic terms;

WHEREAS, the cancellation and new issuance is being effected pursuant to the Second Amendment to the Investment Agreement, dated as of August 31, 2026 (the “Second Amendment”); and

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FIRST AMENDMENT TO MERGER AGREEMENT

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This First Amendment to Merger Agreement (this “Amendment”) is made and entered into as of August 31, 2026 (the “Effective Date”) by and between Shuttle Pharmaceutical Holdings, Inc. (“Acquiror”) and United Dogecoin Inc., on its own behalf (the “Company”) and as successor-in-interest to Shuttle Merger Sub Inc. (“Merger Sub”; Acquiror, the Company and Merger Sub are collectively referred to herein as the “Parties” and individually as a “Party”).

WHEREAS, the Parties entered into that certain Agreement and Plan of Merger, dated as of April 30, 2026 (the “Agreement”; capitalized terms used in this Amendment shall have the meanings indicated in the Agreement) pursuant to which Merger Sub was merged with and into the Company as a result of which the Company became a wholly-owned subsidiary of Acquiror; and

WHEREAS, the Parties desire to amend the Agreement to amend the Milestone Events provided for therein; and

WHEREAS, the Parties wish to modify the Agreement solely to the extent set forth herein, and otherwise to reaffirm all other terms, conditions, rights and obligations under the Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

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EXECUTIVE EMPLOYMENT AGREEMENT

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Chief Executive Officer

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THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into this 1st day of September 2026 (“Effective Date”), between HARTFORD CREATIVE GROUP, INC., a Nevada corporation, whose address is 8832 Glendon Way, Rosemead, CA 91770, (the “Company”), and **Mr. Kewei Huang, aka Kek Wee Ng. **The Company and Ng shall be referred to individually as a “Party” and collectively as the “Parties.”

WHEREAS, the Company, in the business of social media advertising agency and mini-drama business.

WHEREAS Ng is an individual possessing the education, experience and skills needed to administer and manage the Company as well as the general experience needed to manage its operations, production and personnel;

WHEREAS the board of directors of the Company has determined and resolved that it is in the best interest of the Company to appoint Ng as Chief Executive Officer and Chairman of the Board of Directors, with all the requisite rights, duties and obligations of that position;

NOW, THEREFORE, in consideration of the mutual covenants, representations warranties and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are herby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

1	Duties & Responsibilities

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FORM INDEMNIFICATION AGREEMENT

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This Indemnification Agreement (this “Agreement”) is entered into as of [●] by and between Bogd FT Limited, a Cayman Islands company (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.

RECITALS

** **

The board of directors of the Company (the “Board of Directors”) has determined that the inability to attract and retain highly competent persons to serve the Company is detrimental to the best interests of the Company and its shareholders and that it is reasonable and necessary for the Company to provide adequate protection to such persons against risks of claims and actions against them arising out of their services to the corporation.

AGREEMENT

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In consideration of the premises and the covenants contained herein, the Company and lndemnitee do hereby covenant and agree as follows:

A.	DEFINITIONS

The following terms shall have the meanings defined below:

*Expenses *shall include, without limitation, damages, judgments, fines, penalties, settlements and costs, attorneys’ fees and disbursements and costs of attachment or similar bond, investigations, and any other expenses reasonably paid or incurred in connection with investigating, defending, being a witness in, participating in (including on appeal), or preparing for any of the foregoing in, any Proceeding.

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AICREATESAI

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ENTERPRISE AI TRANSFORMATION & GROWTH PARTNERSHIP

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ANNUAL MANAGED SERVICES PROPOSAL AND AGREEMENT

Prepared for** **

Raphael Pharmaceutical, Inc.

Prepared by

AIcreatesAI Inc. | Powered by Eve

July 27, 2026 | Confidential Board Proposal

* *

One managed AI operating partner for digital transformation, product commercialization, research intelligence, marketing, partnerships, and measurable growth.

EVE  |  AICREATESAI	RAPHAEL PHARMACEUTICAL

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BOARD DECISION BRIEF

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A complete year-one operating partnership

AIcreatesAI will serve as Raphael’s managed AI transformation, commercialization, communications, product, and growth operations partner - not merely as a software vendor or advertising agency.

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EXECUTION VERSION

JAPAN LOCAL CURRENCY ADDENDUM (FIVE-YEAR FACILITY)

JAPAN LOCAL CURRENCY ADDENDUM, dated as of August 27, 2026, to the Credit Agreement (as defined below), among Caterpillar Financial Services Corporation, Caterpillar Finance Kabushiki Kaisha, the Japan Local Currency Banks (as defined below), Citibank, N.A., as Agent, and MUFG Bank, Ltd., as Japan Local Currency Agent.

ARTICLE I

Definitions

SECTION 1.01.         Defined Terms. As used in this Addendum, the following terms shall have the meanings specified below:

“Credit Agreement” means the Fifth Amended and Restated Credit Agreement (Five-Year Facility), dated as of August 27, 2026, among Caterpillar Inc., Caterpillar Financial Services Corporation, Caterpillar International Finance Designated Activity Company, Caterpillar Finance Kabushiki Kaisha, Caterpillar International Finance Luxembourg S.à r.l., the financial institutions from time to time party thereto as Banks, Citibank, N.A., as Agent, Citibank Europe plc, UK Branch, as CIF Local Currency Agent and CIF LUX Local Currency Agent, and MUFG Bank, Ltd., as Japan Local Currency Agent, as the same may be amended, waived, modified or restated from time to time.

“Japan Local Currency Advance” means any Advance, denominated in Japanese Yen, made to CFKK pursuant to Sections 2.03C and 2.03D of the Credit Agreement and this Addendum. A Japan Local Currency Advance shall bear interest at the rate specified in Schedule II.

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