Browse EX-10 agreements

INDEMNIFICATION AGREEMENT

 

This Indemnification Agreement (“Agreement”) is made as of _______________ by and between QumulusAI, Inc., a Georgia corporation (the “Company”), and _______________, a resident of the State of _______________ (“Indemnitee”). This Agreement supplements any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement. Any conflict between this and any other agreement shall be construed in favor of indemnification.

 

RECITALS

 

WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations as directors and officers unless they are provided with adequate protection through insurance or adequate indemnification or both against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

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Execution Version

 

REGISTRATION RIGHTS AGREEMENT

 

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 29, 2026, is entered into by and between FS KKR Capital Corp., a Maryland corporation (including its successors, the “Corporation”), and KKR Alternative Assets L.P., a Delaware limited partnership (the “Holder”).

 

ARTICLE I DEFINITIONS

 

Section 1.1           Definitions. The following terms shall have the meanings set forth in this Section 1.1:

 

“Closing” shall have the meaning ascribed to such term in the Purchase Agreement.

 

“Common Stock” means the Corporation’s common stock, par value $0.001 per share.

 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations promulgated by the SEC thereunder.

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HCV/Loveless & Co., Inc. Third Amendment (00412898).DOC

Exhibit 10.34

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THIRD AMENDMENT TO LEASE

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THIS THIRD AMENDMENT TO LEASE (this “Third Amendment”), dated as of June 23, 2026 (the “Effective Date”), is entered into by and between PRINCETON AVENUE HOLDINGS, LLC, a California limited liability company (the “Original Landlord”), and PRINCETON AVENUE HOLDINGS II, LLC, a California limited liability company (“Princeton II”, collectively with Original Landlord, as tenants in common, “Landlord”), and AEROVIRONMENT, INC., a Delaware corporation (“Tenant”).  Landlord and Tenant may hereinafter be referred to collectively as “the parties”.

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RECITALS

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A. Original Landlord and Tenant entered into that certain Lease dated March 28, 2018 (the “Original Lease”) whereby Landlord leased to Tenant and Tenant leased from Original Landlord premises designated as Suite 200 at 14501 Princeton Avenue, Moorpark, California, consisting of approximately ninety-four thousand two hundred eighty (94,280) square feet of floor area (the “Original Premises”).

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AMERICAN EAGLE OUTFITTERS, INC.

AMENDED AND RESTATED

2023 STOCK AWARD AND INCENTIVE PLAN

Effective as of the Restated Effective Date (as defined below), the American Eagle Outfitters, Inc. 2023 Stock Award and Incentive Plan (as amended from time to time, the “Plan”) is hereby amended and restated as set forth below. The Plan was originally effective as of the Original Effective Date (as defined below). The Plan as amended and restated herein shall apply to all Awards (as defined below) granted under the Plan on or after the Restated Effective Date. Awards granted under the Plan prior to the Restated Effective Date shall continue to be governed by the terms of the Plan prior to amendment and restatement.

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PERSONAL AND CONFIDENTIAL

2332 Galiano Street, 2nd Floor Coral Gables, FL 33134

December 9, 2024

 

Mr. Anthony McKiernan

Address on file with the Company

 

Re: Offer Letter

 

Dear Anthony,

 

We are thrilled to extend to you a formal offer of employment at Ionic Digital Services, LLC (the “Company”), a wholly owned indirect subsidiary of Ionic Digital Inc. (together with its subsidiaries as appropriate in the context, “Ionic”) in the position of Chief Executive Officer (“CEO”) of Ionic. Ionic is a pioneering force in the bitcoin mining industry. Your expertise and background have impressed us, and we are excited about the potential you bring to our team. In this position, you will be expected to devote your full time, attention and energies to the performance of your duties with Ionic. This letter contains the terms and conditions of our offer of employment to you.

 

Start Date and Location

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Execution Version

ASSIGNMENT AND ASSUMPTION AGREEMENT

 

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of January 31, 2024, by and between Celsius Mining LLC, a Delaware limited liability company (“Celsius Mining”), Priority Power Management, LLC, a Delaware limited liability company (“PPM”), and Ionic Digital Inc., a Delaware company (“MiningCo”). Celsius Mining and PPM are each a “Party” and collectively the “Parties” to this Agreement.

RECITALS

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EMPLOYMENT AGREEMENT

 

This Employment Agreement (the “Agreement”), entered into as of November 13, 2025, with employment commencing on November 17, 2025 (the “Effective Date”), is made by and between Andy Stewart (the “Executive”) and Ionic Digital Inc., a Delaware corporation (the “Company”).

 

RECITALS

 

A. It is the desire of the Company to assure itself of the services of the Executive by engaging the Executive to perform services under the terms hereof.

 

B. The Executive desires to provide services to the Company on the terms herein provided.

 

C. This Agreement is intended to supersede any prior agreements or understandings, whether formal or informal, between the Executive and the Company or any of its Affiliates (as defined below).

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below, the parties hereto agree as follows:

 

1. Certain Definitions.

 

(a) “Accountants” shall have the meaning set forth in Section 12(b).

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Private & Confidential Execution Version

 

CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL.

 

NET LEASE AGREEMENT

(Buildings A, B, C, D and O&M)

 

This NET LEASE AGREEMENT (“Lease”) is entered into as of October 14, 2025 (“Effective Date”) between IONIC DIGITAL CEDARVALE LLC, a Delaware limited liability company (“Landlord”) and NSCALE WARD COUNTY LLC, a Delaware limited liability company (“Tenant”) (both of whom may be referred to as a “party” and collectively, the “parties”), as amended by that Amendment No. 1, dated February 27, 2026, between the parties.

 

In consideration of the rents and provisions herein stipulated to be paid and performed, Landlord and Tenant hereby covenant and agree as follows:

ARTICLE 1. PREMISES AND TERM

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Energy Management and Consulting Services Agreement

 

This Energy Management and Consulting Services Agreement (“Agreement”) is entered into and effective as of the date of September 28, 2021, by and between Celsius Core LLC (hereafter “CELSIUS”) and Priority Power Management, LLC, a Texas limited liability company (hereafter “PPM”), collectively the “Parties”.

 

Recitals

Whereas, deregulation of the electric energy marketplace has placed greater responsibility upon energy buyers for managing use and costs; and

 

Whereas, PPM has been providing energy management and consulting services to industrial, commercial and other large-volume end-users such as CELSIUS since 2001; and

 

Whereas, CELSIUS seeks assistance from PPM in managing its energy use, costs and related matters, and in negotiating an electricity supply contract with a suitable Retail Electric Provider (“REP”) licensed by the Public Utility Commission of Texas;

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IONIC DIGITAL INC. OMNIBUS INCENTIVE PLAN

 

PERFORMANCE RESTRICTED STOCK UNIT AWARD GRANT NOTICE

 

Ionic Digital Inc., a Delaware corporation (the “Company”), pursuant to its Omnibus Incentive Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (the “Participant”), an award of performance restricted stock units (“Performance Restricted Stock Units” or “PRSUs”). Each vested Performance Restricted Stock Unit represents the right to receive, in accordance with the Performance Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Agreement”), one Common Share (“Share”). This award of Performance Restricted Stock Units is subject to all of the terms and conditions set forth herein and in the Agreement and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Performance Restricted Stock Unit Award Grant Notice (the “Grant Notice”) and the Agreement.

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IONIC DIGITAL INC. OMNIBUS INCENTIVE PLAN

 

RESTRICTED STOCK UNIT AWARD GRANT NOTICE

 

Ionic Digital Inc., a Delaware corporation (the “Company”), pursuant to its Omnibus Incentive Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (the “Participant”), an award of restricted stock units (“Restricted Stock Units” or “RSUs”). Each vested Restricted Stock Unit represents the right to receive, in accordance with the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Agreement”), one Common Share (“Share”). This award of Restricted Stock Units is subject to all of the terms and conditions set forth herein and in the Agreement and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Restricted Stock Unit Award Grant Notice (the “Grant Notice”) and the Agreement.

 

Participant:

Andy Stewart

 

 

Grant Date:

November 17, 2025

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Energy Management Services Agreement

 

Energy Management Services Agreement

This Energy Management Services Agreement together with any Transaction Confirmation as may be hereafter mutually agreed to (the “Agreement”), is entered into by and between Celsius Mining LLC (“Customer”) and Priority Power Management, LLC (“PPM”), a limited liability company duly organized under the laws of Texas, on November 17, 2022 (the “Effective Date”). PPM and Customer are also referred to herein individually as a “Party” and collectively as the “Parties.”

 

WHEREAS, Customer consumes Energy and has the capability to reduce consumption in response to an Instruction and thus participate in various demand side management programs (“DSM Programs”);

 

WHEREAS, PPM is a Level 4 Qualified Scheduling Entity (“QSE”) in ERCOT and is in the business of providing Energy Management Services (“EMS”) to customers that desire to participate in demand side management programs (“DSM Programs”);

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