Browse EX-10 agreements

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JUNIOR SECURED CONVERTIBLE PROMISSORY NOTE

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THE SECURITIES REPRESENTED BY THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN AVAILABLE EXEMPTION FROM REGISTRATION.

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THE PURCHASE PRICE IS $500,000 IN CASH, AND THE ORIGINAL PRINCIPAL AMOUNT IS $500,000.

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THIS NOTE IS SUBJECT TO A FIXED 19.99% EXCHANGE CAP AND A BENEFICIAL OWNERSHIP LIMITATION. NO FAILURE TO OBTAIN STOCKHOLDER APPROVAL TO ISSUE SHARES ABOVE THE EXCHANGE CAP SHALL RESULT IN DEFAULT, PENALTY, LIQUIDATED DAMAGES, INCREASED INTEREST, REDUCED CONVERSION PRICE, OR OTHER COERCIVE ECONOMIC CONSEQUENCE.

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NOTE PURCHASE AGREEMENT

Phillips Equities & Trust - Dot Ai (Ticker: DAIC) Asset Sale Bridge Note with Common Stock Conversion

This NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of June 23, 2026 by and among CID HOLDCO, INC., a Delaware corporation (“Borrower,” “Company,” or “Parent”), SEE ID, INC., a Nevada corporation (“SEE ID”), solely as a Seller Party, Grantor, and Guarantor, DOT WORKS, INC., a Puerto Rico corporation (“Dot Works”), solely as a Seller Party, Pre-Closing Grantor, and covenant party and not as Borrower or a continuing guarantor, and PHILLIPS EQUITIES & TRUST, LLC a Delaware limited liability company (“Buyer” or “Lender”).

RECITALS

WHEREAS, Borrower, SEE ID, Dot Works, and Buyer are parties to, or are entering into concurrently with this Agreement, a Non-Binding Letter of Intent dated June 8, 2026 (the “LOI”) regarding Buyer’s proposed acquisition of the Dot Ai operating business, including substantially all operating assets of SEE ID and the transfer or acquisition of Dot Works or the assets held by Dot Works.

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Fiscal Year 2027 Annual Performance-Based Restricted Stock Units (“P-RSUs”) Award

SCHOLASTIC CORPORATION 2021 STOCK INCENTIVE PLAN

Restricted Stock Unit Agreement

Effective as of July 21, 2026 (the “Grant Date”), SCHOLASTIC CORPORATION, a Delaware corporation (the “Company”), hereby grants to Peter Warwick (the “Participant”) an Award consisting of a number of Restricted Stock Units determined as a percentage of the target award of 21,533 Restricted Stock Units (the “Target Award”) in respect of shares of common stock, par value $.01 per share, of the Company (the “Common Stock”) on the terms set forth herein, and in all respects subject to the terms and provisions of the Scholastic Corporation 2021 Stock Incentive Plan (the “Plan”), which terms and provisions are incorporated by reference herein. Unless the context herein otherwise requires, the terms defined in the Plan shall have the same meanings in this Agreement. The award of Restricted Stock Units hereunder is also subject to the terms and conditions of that certain employment agreement effective as of August 1, 2021 and wa

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SHARE REPURCHASE AGREEMENT

This SHARE REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of August 25, 2026 by and between Scholastic Corporation, a Delaware corporation (the “Company”), and the Preliminary Co-Executors of the Estate of M. Richard Robinson, Jr. (“Stockholder”).

RECITAL

WHEREAS, the Company has offered to purchase from Stockholder 289,624 shares of the Company's common stock, par value $.01 per share ("Common Shares"), at the price per share determined in accordance with Section 1 below, including the formula provided in Schedule A,(the "Transaction"); and

WHEREAS, the Company has been authorized by its Board of Directors to repurchase said 289,624 Common Shares from Stockholder in a privately negotiated transaction; and

WHEREAS Stockholder is a related party vis-a-vis the Company because the two Preliminary Co-Executors are employed by the Company and, in one case, a director of the Company; and

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GENERAL MILLS, INC.

SPECIAL STOCK UNIT AWARD

GRANT DATE:
PARTICIPANT:
PERNR:
NUMBER OF UNITS SUBJECT TO AWARD:
EXPIRATION DATE OF RESTRICTED PERIOD:

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[NAME]

Re:    Retention Letter

Dear [NAME]:

I am writing on behalf of the Board of Directors (the “Board”) of Adobe Inc. (“Adobe,” “we,” “us,” or “our”) — and speaking personally as well — to express our genuine appreciation for your continued leadership and dedication during this important period of transition. As you know, we are currently conducting a search for our next Chief Executive Officer, and the Board and I recognize that this process creates a degree of uncertainty — particularly for those, like you, whose steady hand and day-to-day contributions are so critical to our continued success during the search.

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EXHIBIT 10.5A

AMENDMENT NO. 1 TO SAAS SUBSCRIPTION AGREEMENT
Spin AI Inc. and Cambridge Innovation Capital PLC

This Amendment No. 1 (this “Amendment”), dated and effective as of June 26, 2026, is entered into by and between Spin AI Inc., a Wyoming corporation (“Provider”), and Cambridge Innovation Capital PLC, a public limited company organized under the laws of England and Wales (“Subscriber”), and amends that certain SaaS Subscription Agreement between Provider and Subscriber dated June 1, 2026 (the “Agreement”).

RECITALS

A.       Section 2 of the Agreement provides that the subscription term of 19 months shall commence on November 1, 2026, contingent upon the commercial launch of the SPIN AI platform.

B.       Provider commercially launched the SPIN AI platform on June 7, 2026, and the parties mutually desire to advance the commencement date of the subscription term.

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CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO RULES 13A-14(A) AND 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

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I, Katizie Murad, certify that:

1. I have reviewed the Quarterly Report on Form 10-Q of Spin AI Inc. (“Report”) and its subsidiaries for the period ended June 30, 2026;

2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;

3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Report;

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EXHIBIT 10.6A

AMENDMENT NO. 1 TO SAAS SUBSCRIPTION AGREEMENT
Spin AI Inc. and University2Ventures GmbH

This Amendment No. 1 (this “Amendment”), dated and effective as of June 26, 2026, is entered into by and between Spin AI Inc., a Wyoming corporation (“Provider”), and the Subscriber identified in the signature block below, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany (“Subscriber”), and amends that certain SaaS Subscription Agreement between Provider and Subscriber dated June 4, 2026 (the “Agreement”).

RECITALS

A.       Section 2 of the Agreement provides that the subscription term of 15 months shall commence on November 1, 2026, contingent upon the commercial launch of the SPIN AI platform.

B.       Provider commercially launched the SPIN AI platform on June 7, 2026, and the parties mutually desire to advance the commencement date of the subscription term.

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THE KROGER CO.	1014 VINE STREET	CINCINNATI, OHIO 45202-1100

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Date: August 24, 2026

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To: Mark Ibbotson

From: Greg Foran

Subject: Executive New Hire

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Mark,

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We are pleased to offer you the position of EVP, Chief Store Operations Officer effective September 14, 2026 reporting to me. The position will be based in Cincinnati, Ohio.

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EXHIBIT 10.1

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The Kroger Co. Executive Severance Plan

1.Purpose and Status of the Plan.  The purpose of The Kroger Co. Executive Severance Plan (the “Plan”) is to provide severance benefits to a select group of management and highly compensated employees as described herein, who experience a Qualifying Termination and who otherwise meet the terms of the Plan. This Plan is an unfunded welfare benefit plan and all payments described herein shall be made from the general assets of the Company.

2.Certain Defined Terms.  Certain terms used herein have the definitions given to them in the first place in which they are used, and all other defined terms have the meanings set forth below in this Section 2. 

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THE KROGER CO.	1014 VINE STREET	CINCINNATI, OHIO 45202-1100

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May 22, 2026

Emilee,

We are pleased to offer you the position of EVP and Chief People Officer, effective July 6, 2026 reporting to me. The position will be based in Cincinnati, Ohio.

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