SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 20)*

Minim, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

60365W102

(CUSIP Number)

Megan Ward

Orbit Group LLC

848 Elm Street, 2nd Floor

Manchester, NH 03101

(603) 943-0020

Pierce H. Han, Esq.

Nixon Peabody LLP

799 9th Street NW, Suite 500

Washington, DC 20001

(202) 585-8000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 7, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D
CUSIP No.	60365W102

1	NAMES OF REPORTING PERSONS
	Jeremy P. Hitchcock
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			17,838,0881
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			17,838,0881
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	17,838,0881
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	38.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

¹ Includes 7,500 shares of the common stock (“Common Stock”) of Minim, Inc. (the “Issuer”) that Jeremy P. Hitchcock has the right to acquire upon exercise of outstanding stock options and/or restricted stock units that are currently exercisable or will become exercisable within 60 days.  Such stock options and/or restricted stock units, as applicable, were granted to Jeremy P. Hitchcock in connection with his service as a member of the Board of Directors (the “Board”) of the Issuer.

SCHEDULE 13D
CUSIP No.	60365W102

1	NAMES OF REPORTING PERSONS
	Elizabeth Cash Hitchcock
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			17,838,0882
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			17,838,0882
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	17,838,0882
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	38.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

² Includes 7,500 shares of Common Stock of Issuer that Jeremy P. Hitchcock has the right to acquire upon exercise of outstanding stock options and/or restricted stock units that are currently exercisable or will become exercisable within 60 days.  Such stock options and/or restricted stock units, as applicable, were granted to Jeremy P. Hitchcock in connection with his service as a member of the Board of the Issuer.

SCHEDULE 13D
CUSIP No.	60365W102

1	NAMES OF REPORTING PERSONS
	Orbit Group LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	New Hampshire
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			15,696,1843
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			15,696,1843
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	15,696,1843
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	33.7%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

³ The Reporting Person disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest in such shares, if any, and this Schedule 13D shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities any purpose.

SCHEDULE 13D
CUSIP No.	60365W102

1	NAMES OF REPORTING PERSONS
	Hitchcock Capital Partners, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	New Hampshire
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			15,696,1844
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			15,696,1844
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	15,696,1844
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	33.7%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

⁴ Represents 3,316,932 shares owned by Hitchcock Capital Partners, LLC and 12,379,252 shares owned by Zulu Holdings LLC. The Reporting Person disclaims beneficial ownership of the shares held by Zulu Holdings LLC, except to the extent of its pecuniary interest in such shares, if any, and this Schedule 13D shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities any purpose.

SCHEDULE 13D
CUSIP No.	60365W102

1	NAMES OF REPORTING PERSONS
	Zulu Holdings LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	New Hampshire
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			15,696,1844
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			15,696,1844
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	15,696,1844
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	33.7%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

⁴ Represents 3,316,932 shares owned by Hitchcock Capital Partners, LLC and 12,379,252 shares owned by Zulu Holdings LLC. The Reporting Person disclaims beneficial ownership of the shares held by Hitchcock Capital Partners, LLC, except to the extent of its pecuniary interest in such shares, if any, and this Schedule 13D shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities any purpose.

Amendment No. 20 to Schedule 13D

This Amendment is being filed by Jeremy P. Hitchcock, Elizabeth Cash Hitchcock, Orbit Group LLC (“Orbit”), Hitchcock Capital Partners, LLC (“HCP”), Zulu Holdings LLC (“Zulu”), and a stockholders group pursuant to Section 13(d)(3) of the Securities Exchange Act of 1934. The stockholders group (the “Group”) is comprised of Jeremy P. Hitchcock, Elizabeth Cash Hitchcock, Orbit, HCP and Zulu.

This Amendment further amends the Schedule 13D filed on May 3, 2019, and Amendments 1 through 19 that have been filed with respect thereto (collectively, the “Schedule 13D”).

Capitalized terms used herein but not otherwise defined herein shall have the respective meanings ascribed thereto in the Schedule 13D as amended hereby.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is amended and supplemented by the addition of the following at the end of Item 4:

On April 7, 2023, Jeremy Hitchcock, the Issuer’s Chairman of the Board, was appointed as Executive Chairman of the Issuer and will, accordingly, be the Issuer’s principal executive officer, as reported in Item 5.02 of the Issuer’s Current Report on Form 8-K filed with the SEC on April 7, 2023, which is incorporated herein by reference.  Mr. Hitchcock was appointed as the Executive Chairman of the Issuer to fill the vacancy created by Mehul Patel’s resignation as the Issuer’s principal executive officer and as a director.

In addition, on April 7, 2023, Philip Frank and Sandra Howe resigned as directors of the Issuer.  Each of them had previously served on the Audit, Corporate Governance and Compensation Committees of the Board and, by resigning as directors, each of them also resigned from such Committees.  Each of Mr. Frank and Ms. Howe entered into agreements with the Issuer, the directors and the other parties named therein (including members of the Group) relating to the terms of their respective resignations, copies of which are filed as Exhibits 99.2 and 99.3 hereto.

The Issuer and the Board are in discussions to fill the vacancies created by the resignations of Mr. Frank and Ms. Howe with replacement directors who qualify as “independent” under the NASDAQ listing rules.

Item 7. Material to Be Filed as Exhibits

Exhibit 99.1	Joint Filing Agreement among Jeremy P. Hitchcock, Elizabeth Cash Hitchcock, Orbit Group LLC, Hitchcock Capital Partners, LLC and Zulu Holdings LLC dated as of January 21, 2020 (incorporated by reference to Exhibit 99.1 to Amendment No. 3 to Schedule 13D filed on January 21, 2020).
Exhibit 99.2	Director Resignation Agreement, dated as of April 7, 2023, by and among the Issuer, Philip Frank and the other parties thereto.
Exhibit 99.3	Director Resignation Agreement, dated as of April 7, 2023, by and among the Issuer, Sandra Howe and the other parties thereto.

Signature

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: April 10, 2023	/s/ Jeremy P. Hitchcock
	Jeremy P. Hitchcock
	/s/ Elizabeth Cash Hitchcock
	Elizabeth Cash Hitchcock
	Orbit Group LLC
	By: /s/ Jeremy P. Hitchcock
	Name:	Jeremy P. Hitchcock
	Title:	Manager
	Hitchcock Capital Partners, LLC
	By:	Orbit Group LLC, its Manager
		By: /s/ Jeremy P. Hitchcock
		Name: Jeremy P. Hitchcock
		Title:   Manager
	Zulu Holdings LLC
	By:	Orbit Group LLC, its Manager
		By: /s/ Jeremy P. Hitchcock
		Name: Jeremy P. Hitchcock
		Title:   Manager

EX-99.2

Exhibit 99.2

DIRECTOR RESIGNATION AGREEMENT

This Agreement (this “Agreement”) is hereby made as of April 7, 2023 by and among Minim, Inc. (the “Company”),  Philip C. Frank (the “Director”) and the other parties hereto on the signature page hereof (collectively, the “Other Parties”).  The Company, the Director and the Other Parties are referred to herein as the “Parties.”

WITNESSETH

WHEREAS, the Director is presently a member of the Company’s Board of Directors; and

WHEREAS, the Director has informed the Company that he is resigning from the Board of Directors effective on the date hereof.

NOW, THEREFORE, for good and valuable consideration, the parties agree as follows:

1.          Director Resignation. On the date hereof, the Director has executed the resignation letter attached hereto as Exhibit A.

2.          Outstanding Director Compensation. Beginning July 1, 2022 and continuing currently and until further notice, at the Company’s request the Director agreed and continues to agree to defer his rights (the “Deferral”) to receive cash compensation for services rendered to the Company as a director, as provided on Exhibit B hereto (the “Deferred Cash Compensation”), based on the Company’s representation to the Director that the Company has been since such date, and continues to be, unable to pay any cash compensation to the Director as such payments would jeopardize the ability of the Company to continue as a going concern in accordance with U.S. Internal Revenue Code Section 409A-1(b)(4)(ii), and such payments will continue to be delayed until such payment would no longer jeopardize the ability of the Company to continue as a going concern in accordance with U.S. Internal Revenue Code Section 409A-1(b)(4)(ii). All outstanding stock options, restricted stock units (RSUs) and other equity awards held by the Director, as provided on Exhibit C hereto,  shall be immediately accelerated by the Company and shall be immediately vested as of the date hereof. The Director shall have one year after the date of this Agreement to exercise any outstanding stock options.

3.          Tax Indemnification.  The Company agrees to fully exonerate, indemnify, and hold the Director free and harmless from and against any and all costs associated with the Deferral including, but not limited to any federal or state tax audit, penalties, interest, and damages with respect to any deficiency assessed or tax liens arising from the Deferral.  In addition, the Company shall assume and pay any fees and expenses, including but not limited to accounting and legal fees, incurred by the Director to defend himself against any audit or assessment as a result of claims made relating to the Deferral.

4.          D&O Liability Insurance. The Company confirms that the policy period for the Company’s current policy (the “Policy”) for its D&O liability insurance program is effective through December 31, 2023 and a copy of such Policy has been provided to the Director. The Company confirms that the premiums owed for the Policy have been paid in full as of the date of this Agreement. The Company will maintain its D&O liability insurance program for a period of 6 years from the date hereof, on terms which are at least as favorable to the Director in all material respects as the terms of such insurance in effect for the Company on the date hereof and from an insurer or insurers having credit ratings no lower than the Company’s current insurer(s). In connection with any change of control of the Company, the Company  shall purchase a 6-year pre-paid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits to the Director as the policy for the Company’s D&O liability insurance program in effect as of the date of the change of control with respect to matters arising on or prior to the date the Director ceased serving as a director.

5.          Non Disparagement. Each of the Parties agrees that such Party shall not, following the date hereof, in public or private, make any critical or negative statements in writing, orally, electronically or otherwise regarding any of the other Parties unless compelled to do so by law and then, only after giving the other Party prompt notice that it has been compelled to do so by law, including details sufficient to allow the Party to timely object to such disclosure.  Nothing in this paragraph shall prohibit the Parties from providing truthful testimony in any legal proceeding, and making truthful disclosures to any government agency, government representative or as otherwise required by law.

6.          Release. The Director, for and on behalf of himself and his heirs, executors, administrators, assigns, agents, representatives and affiliates (collectively, the “Director Parties”, hereby waives and releases any and all complaints, claims, suits, controversies, actions, cross-claims, counter-claims, demands, causes of action, obligations, charges, judgments, rights, fees, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, debts, obligations, liabilities, expenses and claims for costs and attorneys’ fees, of any kind whatsoever, in law or in equity, whether known or unknown, suspected or claimed (collectively, “Claims or Losses”), which the Director or any of the Director Parties ever had, now has or may have against the Company and its predecessors, successors, past or present parents or subsidiaries, affiliates, officers, directors, limited and general partners, managers, joint venturers, members, employees or agents, including the Other Parties (collectively, the “Company Parties”) in their respective capacities as such by reason of acts or omissions which have occurred on or prior to the date that the Director executes this Release; provided that notwithstanding the foregoing, the Director Parties do not release the Company Parties for any Claims or Losses arising out of or relating to or in connection with the enforcement of any of their rights under this Agreement.

Each of the Company, for and on behalf of itself and the Company Parties, and the Other Parties, hereby waives and releases any and all Claims or Losses which the Company, the Company Parties, or the Other Parties ever had, now has or may have against any of the Director Parties by reason of acts or omissions which have occurred on or prior to the date that the Company and the Other Parties Director executes this Release; provided that notwithstanding the foregoing, each of the Company, the Company Parties, and the Other Parties, do not release the Director Parties for any Claims or Losses arising out of or relating to or in connection with the enforcement of any of their rights under this Agreement.

2

7.          Remedies. Each of the Company and the Other Parties acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of Section 5 or Section 6 of this Agreement would be inadequate and, therefore, agree that the Director shall be entitled to injunctive relief (without necessity of a bond), in addition to any other available rights and remedies in case of any such breach or threatened breach by the Company or one of the Other Parties, provided, however, that nothing contained in this Agreement shall be construed as prohibiting the Director from pursuing any other rights and remedies available for any such breach or threatened breach.

8.          Survival. Each of the Parties hereby expressly agrees that his, her or its under Section 5 and Section 6 of this Agreement shall (i) survive the termination of Director’s position on the Board and (ii) be binding upon each Party’s heirs, successors, permitted assigns and legal representatives.

9.          Entire Agreement/Amendment. This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof.

10.        Third Party Beneficiaries. Each of the members of the Board of Directors of the Company shall be express third-party beneficiaries of Section 2 and Section 4 of this Agreement.

11.        Governing Law. This Agreement, the rights and obligations of the parties hereto and any claims or disputes relating thereto shall be governed by and construed in accordance with the internal law of the State of Delaware without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdictions other than the State of Delaware.

12.        Counterparts and Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original and together any counterparts shall constitute one and the same instrument. Additionally, the Parties agree that electronic reproductions of signatures (e.g., scanned PDF versions of original signatures) shall be treated as original signatures for purposes for execution of this Agreement.

13.        Remedy.  Each of the Company and the Other Parties acknowledges and agrees that the Director will be irreparably damaged in the event any of the provisions of this Agreement are not performed by the Parties in accordance with their specific terms or are otherwise breached.  Accordingly, it is agreed that the Director shall be entitled to an injunction to prevent breaches of this Agreement, and to specific enforcement of this Agreement and its terms and provisions in any action instituted in any court of the United States or any state having subject matter jurisdiction (without the necessity of posting bond or other security).

3

14.         Amendment.  This Agreement may not be altered or amended except by an instrument in writing executed by each of the Parties hereto.  Neither the Company nor the Other Parties may not assign any rights or delegate any obligations under this Agreement without the Director’s prior written consent.

4

IN WITNESS WHEREOF, the parties hereby execute this Agreement through their duly authorized representatives.

/s/ Philip C. Frank
Philip C. Frank
Minim, Inc.
By:	/s/ Dustin Tacker
Name: Dustin Tacker
Title: Chief Financial Officer
/s/ Patrick Rivard
Patrick Rivard
/s/ George Kassas
George Kassas
/s/ Sandra Howe
Sandra Howe
/s/ Jeremy P. Hitchcock
Jeremy P. Hitchcock
/s/ Elizabeth Cash Hitchcock
Elizabeth Cash Hitchcock

5

Orbit Group LLC
By:	/s/ Jeremy P. Hitchcock
Name: Jeremy P. Hitchcock
Title: Manager
Hitchcock Capital Partners, LLC
By:  Orbit Group LLC, its Manager
By:	/s/ Jeremy P. Hitchcock
Name: Jeremy P. Hitchcock
Title: Manager
Zulu Holdings LLC
By:  Orbit Group LLC, its Manager
By:	/s/ Jeremy P. Hitchcock
Name: Jeremy P. Hitchcock
Title: Manager

6

Exhibit A

LETTER OF RESIGNATION

April 7, 2023

TO:        The Board of Directors of Minim, Inc., a Delaware corporation (the “Company”)

The undersigned hereby voluntarily resigns from any and all positions as Director, member of any Board equivalent, member of any committee of any Board of Directors or Board equivalent, in each case, of  the Company, and any of its subsidiaries, effective as of the date hereof, without any requirement of further action or acceptance by the Company or any other person or entity.

/s/ Philip C. Frank

Philip C. Frank

7

EX-99.3

Exhibit 99.3

DIRECTOR RESIGNATION AGREEMENT

This Agreement (this “Agreement”) is hereby made as of April 7, 2023 by and among Minim, Inc. (the “Company”),  Sandra Howe (the “Director”) and the other parties hereto on the signature page hereof (collectively, the “Other Parties”).  The Company, the Director and the Other Parties are referred to herein as the “Parties.”

WITNESSETH

WHEREAS, the Director is presently a member of the Company’s Board of Directors; and

WHEREAS, the Director has informed the Company that he is resigning from the Board of Directors effective on the date hereof.

NOW, THEREFORE, for good and valuable consideration, the parties agree as follows:

1.          Director Resignation. On the date hereof, the Director has executed the resignation letter attached hereto as Exhibit A.

2.          Outstanding Director Compensation. Beginning July 1, 2022 and continuing currently and until further notice, at the Company’s request the Director agreed and continues to agree to defer his rights (the “Deferral”) to receive cash compensation for services rendered to the Company as a director, as provided on Exhibit B hereto (the “Deferred Cash Compensation”), based on the Company’s representation to the Director that the Company has been since such date, and continues to be, unable to pay any cash compensation to the Director as such payments would jeopardize the ability of the Company to continue as a going concern in accordance with U.S. Internal Revenue Code Section 409A-1(b)(4)(ii), and such payments will continue to be delayed until such payment would no longer jeopardize the ability of the Company to continue as a going concern in accordance with U.S. Internal Revenue Code Section 409A-1(b)(4)(ii). All outstanding stock options, restricted stock units (RSUs) and other equity awards held by the Director, as provided on Exhibit C hereto,  shall be immediately accelerated by the Company and shall be immediately vested as of the date hereof. The Director shall have one year after the date of this Agreement to exercise any outstanding stock options.

3.          Tax Indemnification.  The Company agrees to fully exonerate, indemnify, and hold the Director free and harmless from and against any and all costs associated with the Deferral including, but not limited to any federal or state tax audit, penalties, interest, and damages with respect to any deficiency assessed or tax liens arising from the Deferral.  In addition, the Company shall assume and pay any fees and expenses, including but not limited to accounting and legal fees, incurred by the Director to defend himself against any audit or assessment as a result of claims made relating to the Deferral.

4.          D&O Liability Insurance. The Company confirms that the policy period for the Company’s current policy (the “Policy”) for its D&O liability insurance program is effective through December 31, 2023 and a copy of such Policy has been provided to the Director. The Company confirms that the premiums owed for the Policy have been paid in full as of the date of this Agreement. The Company will maintain its D&O liability insurance program for a period of 6 years from the date hereof, on terms which are at least as favorable to the Director in all material respects as the terms of such insurance in effect for the Company on the date hereof and from an insurer or insurers having credit ratings no lower than the Company’s current insurer(s). In connection with any change of control of the Company, the Company  shall purchase a 6-year pre-paid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits to the Director as the policy for the Company’s D&O liability insurance program in effect as of the date of the change of control with respect to matters arising on or prior to the date the Director ceased serving as a director.

5.          Non Disparagement. Each of the Parties agrees that such Party shall not, following the date hereof, in public or private, make any critical or negative statements in writing, orally, electronically or otherwise regarding any of the other Parties unless compelled to do so by law and then, only after giving the other Party prompt notice that it has been compelled to do so by law, including details sufficient to allow the Party to timely object to such disclosure.  Nothing in this paragraph shall prohibit the Parties from providing truthful testimony in any legal proceeding, and making truthful disclosures to any government agency, government representative or as otherwise required by law.

6.          Release. The Director, for and on behalf of himself and his heirs, executors, administrators, assigns, agents, representatives and affiliates (collectively, the “Director Parties”, hereby waives and releases any and all complaints, claims, suits, controversies, actions, cross-claims, counter-claims, demands, causes of action, obligations, charges, judgments, rights, fees, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, debts, obligations, liabilities, expenses and claims for costs and attorneys’ fees, of any kind whatsoever, in law or in equity, whether known or unknown, suspected or claimed (collectively, “Claims or Losses”), which the Director or any of the Director Parties ever had, now has or may have against the Company and its predecessors, successors, past or present parents or subsidiaries, affiliates, officers, directors, limited and general partners, managers, joint venturers, members, employees or agents, including the Other Parties (collectively, the “Company Parties”) in their respective capacities as such by reason of acts or omissions which have occurred on or prior to the date that the Director executes this Release; provided that notwithstanding the foregoing, the Director Parties do not release the Company Parties for any Claims or Losses arising out of or relating to or in connection with the enforcement of any of their rights under this Agreement.

Each of the Company, for and on behalf of itself and the Company Parties, and the Other Parties, hereby waives and releases any and all Claims or Losses which the Company, the Company Parties, or the Other Parties ever had, now has or may have against any of the Director Parties by reason of acts or omissions which have occurred on or prior to the date that the Company and the Other Parties Director executes this Release; provided that notwithstanding the foregoing, each of the Company, the Company Parties, and the Other Parties, do not release the Director Parties for any Claims or Losses arising out of or relating to or in connection with the enforcement of any of their rights under this Agreement.

2

7.          Remedies. Each of the Company and the Other Parties acknowledges and agrees that a remedy at law for any breach or threatened breach of the provisions of Section 5 or Section 6 of this Agreement would be inadequate and, therefore, agree that the Director shall be entitled to injunctive relief (without necessity of a bond), in addition to any other available rights and remedies in case of any such breach or threatened breach by the Company or one of the Other Parties, provided, however, that nothing contained in this Agreement shall be construed as prohibiting the Director from pursuing any other rights and remedies available for any such breach or threatened breach.

8.          Survival. Each of the Parties hereby expressly agrees that his, her or its under Section 5 and Section 6 of this Agreement shall (i) survive the termination of Director’s position on the Board and (ii) be binding upon each Party’s heirs, successors, permitted assigns and legal representatives.

9.          Entire Agreement/Amendment. This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof.

10.        Third Party Beneficiaries. Each of the members of the Board of Directors of the Company shall be express third-party beneficiaries of Section 2 and Section 4 of this Agreement.

11.         Governing Law. This Agreement, the rights and obligations of the parties hereto and any claims or disputes relating thereto shall be governed by and construed in accordance with the internal law of the State of Delaware without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdictions other than the State of Delaware.

12.        Counterparts and Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original and together any counterparts shall constitute one and the same instrument. Additionally, the Parties agree that electronic reproductions of signatures (e.g., scanned PDF versions of original signatures) shall be treated as original signatures for purposes for execution of this Agreement.

13.        Remedy.  Each of the Company and the Other Parties acknowledges and agrees that the Director will be irreparably damaged in the event any of the provisions of this Agreement are not performed by the Parties in accordance with their specific terms or are otherwise breached.  Accordingly, it is agreed that the Director shall be entitled to an injunction to prevent breaches of this Agreement, and to specific enforcement of this Agreement and its terms and provisions in any action instituted in any court of the United States or any state having subject matter jurisdiction (without the necessity of posting bond or other security).

3

14.        Amendment.  This Agreement may not be altered or amended except by an instrument in writing executed by each of the Parties hereto.  Neither the Company nor the Other Parties may not assign any rights or delegate any obligations under this Agreement without the Director’s prior written consent.

4

IN WITNESS WHEREOF, the parties hereby execute this Agreement through their duly authorized representatives.

/s/ Sandra Howe
Sandra Howe
Minim, Inc.
By:	/s/ Dustin Tacker
Name: Dustin Tacker
Title: Chief Financial Officer
/s/ Patrick Rivard
Patrick Rivard
/s/ George Kassas
George Kassas
/s/ Philip C. Frank
Philip C. Frank
/s/ Jeremy P. Hitchcock
Jeremy P. Hitchcock
/s/ Elizabeth Cash Hitchcock
Elizabeth Cash Hitchcock

5

Orbit Group LLC
By:	/s/ Jeremy P. Hitchcock
Name: Jeremy P. Hitchcock
Title: Manager
Hitchcock Capital Partners, LLC
By:  Orbit Group LLC, its Manager
By:	/s/ Jeremy P. Hitchcock
Name: Jeremy P. Hitchcock
Title: Manager
Zulu Holdings LLC
By:  Orbit Group LLC, its Manager
By:	/s/ Jeremy P. Hitchcock
Name: Jeremy P. Hitchcock
Title: Manager

6

Exhibit A

LETTER OF RESIGNATION

April 7, 2023

TO:        The Board of Directors of Minim, Inc., a Delaware corporation (the “Company”)

The undersigned hereby voluntarily resigns from any and all positions as Director, member of any Board equivalent, member of any committee of any Board of Directors or Board equivalent, in each case, of  the Company, and any of its subsidiaries, effective as of the date hereof, without any requirement of further action or acceptance by the Company or any other person or entity.

/s/ Sandra Howe

Sandra Howe

7