Browse EX-10 agreements

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Published CUSIP Number: 97179EAF7

Revolver CUSIP Number: 97179EAG5

CREDIT AGREEMENT

Dated as of October 1, 2026

among

WORKDAY, INC.,

as the Company,

CERTAIN SUBSIDIARIES OF THE COMPANY,

as the Designated Borrowers

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as the Administrative Agent, the Swing Line Lender and an L/C Issuer,

BANK OF AMERICA, N.A.,

BARCLAYS BANK PLC,

and

MORGAN STANLEY SENIOR FUNDING, INC.,

as Syndication Agents,

and

THE OTHER L/C ISSUERS AND LENDERS PARTY HERETO

Arranged By:

WELLS FARGO SECURITIES, LLC,

BOFA SECURITIES, INC.,

BARCLAYS BANK PLC,

and

MORGAN STANLEY SENIOR FUNDING, INC.,

as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

Page

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FIRST AMENDMENT

TO

INVESTORS RIGHTS AGREEMENT

THIS FIRST AMENDMENT (this “Amendment”) to that certain Investors Rights Agreement, dated as of July 27, 2026 (the “Effective Date”) (as may be amended from time to time, the “Agreement”), by and among Uranium Royalty Corp., a corporation existing pursuant to the laws of the State of Delaware (“New ParentCo”), Orion Resource Partners (USA) LP, OMF II Onshore Gamma Holdings LLC, OMF II Intermediate Holdings LLC, OMF III Onshore Gamma Holdings LLC, OMF Onshore Omega Holdings LLC, OMF Co-Fund II Holdings LLC, OMF II Onshore Alpha Holdings LLC, OMF II Onshore Beta Holdings LLC, OMF III Onshore Alpha Holdings LLC, OMF III Onshore Beta Holdings LLC and OMF III Intermediate Holdings LLC (collectively, the “Orion Sellers”), HRG Metals LP (“HRG”) and Ontario Teachers’ Pension Plan Board (“OTPPB” and, together with HRG, the “OTPPB Parties” and, collectively with the Orion Sellers, the “Sellers”), is entered into by the Parties as of September 22, 2026.

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POWERUS CORPORATION

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Non-Qualified Stock Option Agreement

Under the 2026 Equity Incentive Plan

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PowerUS Corporation (the “Company”), pursuant to its PowerUS Corporation 2026 Equity Incentive Plan (the “Plan”), hereby grants an Option to purchase shares of the Company’s common stock to you, the Participant named below. The terms and conditions of the Option Award are set forth in this Agreement, consisting of this cover page and the Option Terms and Conditions on the following pages, and in the Plan document, a copy of which has been provided to you. Any capitalized term that is not defined in this Agreement shall have the meaning set forth in the Plan as it currently exists or as it is amended in the future.

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POWERUS CORPORATION

515 North Flagler Drive, Suite 350

West Palm Beach, Florida 33401

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October 1, 2026

Andrew Fox

[***]

[***]

Dear Andrew:

This letter sets forth our agreement with respect to your continued employment (hereinafter “letter agreement”) with Powerus Corporation, a Nevada corporation (the “Company”).

1. Employment. Your employment with the Company will be upon the terms and conditions set forth in this letter agreement beginning on October 1, 2026 (the “Effective Date”) and ending as provided in Section 4 (the “Employment Period”).

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POWERUS CORPORATION

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (“Agreement”), dated as of [DATE], 2026, is by and between Powerus, Inc., a Nevada corporation (the “Company”) and [NAME OF DIRECTOR/OFFICER] (the “Indemnitee”).

WHEREAS, Indemnitee is [a director/an officer] of the Company;

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies;

WHEREAS, the board of directors of the Company (the “Board”) has determined that enhancing the ability of the Company to retain and attract as directors and officers the most capable persons is in the interests of the Company and that the Company therefore should seek to assure such persons that indemnification and insurance coverage is available; and

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POWERUS CORPORATION

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2026 EQUITY INCENTIVE PLAN

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1. Purpose. The purpose of the PowerUS Corporation 2026 Equity Incentive Plan (the “Plan”) is to attract and retain the best available personnel for positions of responsibility with the Company, to provide additional equity incentives to them and align their interests with those of the Company’s stockholders, and to thereby promote the Company’s long-term business success.

2. Definitions. In this Plan, the following definitions will apply.

(a) “Affiliate” means any entity that is a Subsidiary of the Company.

(b) “Agreement” means the written or electronic agreement or notice containing the terms and conditions applicable to each Award granted under the Plan, including all amendments thereto. An Agreement is subject to the terms and conditions of the Plan.

(c) “Award” means a grant made under the Plan in the form of Options, Stock Appreciation Rights, Restricted Stock, Stock Units or an Other Stock-Based Award.

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(d) “Board” means the Board of Directors of the Company.

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POWERUS CORPORATION

515 North Flagler Drive, Suite 350

West Palm Beach, Florida 33401

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October 1, 2026

Brett Velicovich

[***]

[***]

Dear Brett:

This letter sets forth our agreement with respect to your continued employment (hereinafter “letter agreement”) with Powerus Corporation, a Nevada corporation (the “Company”).

1. Employment. Your employment with the Company will be upon the terms and conditions set forth in this letter agreement beginning on October 1, 2026 (the “Effective Date”) and ending as provided in Section 4 (the “Employment Period”).

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POWERUS CORPORATION

**2026 EQUITY INCENTIVE PLAN **

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Restricted Stock Unit Award Agreement

Grant Notice

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Powerus Corporation (the “Company”), pursuant to its 2026 Equity Incentive Plan (the “Plan”), hereby grants an Award of restricted stock units (“RSUs”) to you, the Participant named below. The terms and conditions of this Award are set forth in this Restricted Stock Unit Award Agreement, consisting of this Grant Notice and the Terms and Conditions on the following pages (the “Agreement”), and in the Plan document, a copy of which has been provided to you. Any capitalized term that is used but not defined in this Agreement shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.

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PELTHOS THERAPEUTICS INC.

2026 EQUITY INCENTIVE PLAN

1.    PURPOSE

(a)    The purpose of this 2026 Equity Incentive Plan (the “Plan”) is to encourage key service providers of Pelthos Therapeutics Inc. (the “Company”) and its Subsidiaries (as defined below) to continue their association with the Company by providing favorable opportunities for them to participate in the ownership of the Company and its Subsidiaries and in its future growth through the granting of equity ownership opportunities and incentives based on the Company’s Common Stock (as defined below) that are intended to align their interests with those of the Company’s shareholders (“Awards”). Each person who is granted an Award under the Plan is deemed a “Participant.” On the Effective Date, this Plan will replace and supersede in its entirety the Pelthos Therapeutics Inc. 2023 Equity Incentive Plan, as amended and restated (the “Prior Plan”); provided, however, that awards outstanding under the Prior Plan as of the Effective Date shall remain outstanding in accordance with their terms. After the Effective Date, no mo

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Exhibit 10.1

Bid Execution Version

MORGAN STANLEY SENIOR FUNDING, INC.

1585 Broadway

New York, New York 10036

CONFIDENTIAL

October 1, 2026

ON Semiconductor Corporation

5701 N. Pima Road

Scottsdale, Arizona 85250

Attn: Mr. Thad Trent, Chief Financial Officer

Project Sonic

$2.45 Billion Senior Secured Term Loan Facilities

Commitment Letter

Ladies and Gentlemen:

ON Semiconductor Corporation, a Delaware corporation (the “Company” or “you”), has advised Morgan Stanley Senior Funding, Inc. (together with its designated affiliates, “MSSF”, and MSSF together with each person that becomes a party to this Commitment Letter as an additional “Commitment Party” pursuant to Section 3 hereof, collectively, the “Commitment Parties,” “we” or “us”) that the Company intends to acquire (the “Acquisition”), directly or indirectly, all of the issued and outstanding equity interests of a company previously identified to the Commitment Parties as “Sonic” (the “Target” and, together with its subsidiaries, the “Acquired Business”) pursuant to that certain Amende

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SEDAR+ version

FORM OF D&O SUPPORT AND VOTING AGREEMENT

September 28, 2026

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TO:	1001755979 Ontario Inc. (the “Purchaser”) and BRC Group Holdings, Inc. (the “Parent”)

Dear Sirs/Madams:

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	Re:	Support and Voting Agreement

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CREDIT AGREEMENT –AMENDMENT NO. 6 TO CREDIT AGREEMENT, CONSENT AND WAIVER

This AMENDMENT NO. 6 TO CREDIT AGREEMENT, CONSENT AND WAIVER (this “Consent”) is entered into effective September 28, 2026 (the “Effective Date”), among BRC Group Holdings, Inc. (f/k/a B. Riley Financial, Inc.), a Delaware corporation (“Ultimate Parent”), BR Financial Holdings, LLC, a Delaware limited liability company (the “Borrower”), each of the lenders party hereto (the “Lenders”) and Oaktree Fund Administration, LLC, as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”). All capitalized terms used herein (including in this preamble) and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.

R E C I T A L S:

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