Browse EX-10 agreements

WHITEHAWK EQUITY INCENTIVE PLAN

AMENDED AND RESTATED 2026 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT GRANT NOTICE

Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the Amended and Restated 2026 Equity Incentive Plan (as amended from time to time, the “Plan”) of WhiteHawk Minerals Corp. (the “Company”).

The Company hereby grants to the participant listed below (“Participant”) the Restricted Stock Units described in this Grant Notice (the “RSUs”), subject to the terms and conditions of the Plan and the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”), each of which are incorporated into this Grant Notice by reference. Each vested RSU represents the right to receive, in accordance with the Agreement, one share of Class A common stock (“Share”). Each RSU is hereby granted in tandem with a corresponding dividend equivalent, as further described in Article II of the Agreement (the “Dividend Equivalents”).

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WHITEHAWK EQUITY INCENTIVE PLAN

AMENDED AND RESTATED 2026 EQUITY INCENTIVE PLAN

OPTION GRANT NOTICE

Capitalized terms not specifically defined in this Option Grant Notice (the “Grant Notice”) have the meanings given to them in the Amended and Restated 2026 Equity Incentive Plan (as amended from time to time, the “Plan”) of WhiteHawk Minerals Corp. (the “Company”). The Company hereby grants to the participant listed below (“Participant”) the stock option described in this Grant Notice (the “Option”), subject to the terms and conditions of the Plan and the Stock Option Agreement attached hereto as Exhibit A (the “Agreement”), each of which are incorporated into this Grant Notice by reference.

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WHITEHAWK EQUITY INCENTIVE PLAN

2026 EQUITY INCENTIVE PLAN

(Amended and Restated effective [ ⚫ ], 2026)

1. Purpose. The purpose of this WhiteHawk 2026 Equity Incentive Plan, as amended and restated, is to provide a means through which WhiteHawk Minerals Corp. (the “Company”) and the other members of the Company Group may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors of the Company and the other members of the Company Group can acquire and maintain an equity interest in the Company, or be paid incentive compensation, including incentive compensation measured by reference to the value of Common Stock, thereby strengthening their commitment to the welfare of the Company Group and aligning their interests with those of the Company’s stockholders.

2. Definitions. The following definitions shall be applicable throughout the Plan.

	(a)	“Adjustment Event” has the meaning given to such term in Section 13(a) of the Plan.

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CONTRIBUTION AGREEMENT

by and among

WhiteHawk Income Corporation, a Delaware corporation,

WhiteHawk Income Operating Partnership L.P.,a Delaware limited partnership,

WhiteHawk Management LLC, a Delaware limited liability company,

and

WhiteHawk Minerals LLC, a Delaware limited liability company,

dated as of

[•], 2026

THIS DOCUMENT IS INTENDED SOLELY TO FACILITATE DISCUSSIONS AMONG THE PARTIES IDENTIFIED HEREIN. IT IS NOT INTENDED TO CREATE AND SHALL NOT BE DEEMED TO CREATE A LEGALLY BINDING OR ENFORCEABLE OFFER OR AGREEMENT OF ANY TYPE OR NATURE PRIOR TO THE DULY AUTHORIZED AND APPROVED EXECUTION OF THIS DOCUMENT BY ALL SUCH PARTIES AND THE DELIVERY OF AN EXECUTED COPY HEREOF BY ALL SUCH PARTIES TO ALL OTHER PARTIES.

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TABLE OF CONTENTS

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FORM OF

AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

WHITEHAWK INCOME OPERATING PARTNERSHIP L.P.

Dated as of [•], 2026

THE UNITS REPRESENTED BY THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.

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Table of Contents

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FORM OF REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [•], 2026 by and among WhiteHawk Minerals Corp., a Delaware corporation (the “Company”), and the Holders (as defined herein) who are or become parties hereto.

RECITALS

WHEREAS, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.

NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I.

DEFINITIONS

Section****1.01 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:

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Portions of this exhibit marked with [*] have been omitted. The omitted information is not material and is the type of information that Ford Motor Company customarily treats as private and confidential.

Execution Version
LOAN ARRANGEMENT AND REIMBURSEMENT AGREEMENT
May 20, 2026
between FORD MOTOR COMPANY and UNITED STATES DEPARTMENT OF ENERGY

Loan No. 1031

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CONTENTS

Page

Article I    Definitions and Other Rules of Construction    3

Section 1.01.    Terms Generally    3

Section 1.02.    Other Rules of Construction    3

Section 1.03.    Definitions in Other Written Communications    5

Section 1.04.    Conflict with Funding Agreements    5

Section 1.05.    Accounting Terms    5

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Exhibit 10.3

AMENDED AND RESTATED PROMISSORY NOTE

NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED THE “ACT”, OR APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN EXEMPTION THEREFROM UNDER THE ACT AND ANY APPLICABLE SECURITIES LAWS.

Amount: $1,500,000.00

Original Issuance Date: April 1, 2026

Amendment and Restatement Date: May 19, 2026

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Exhibit 10.2

AMENDMENT TO NOTE PURCHASE AGREEMENT

This Amendment No. 1 to Note Purchase Agreement this “Amendment” is entered into as of Apri l, 2026, by and between Wellgistics Health, Inc., a Delaware corporation the “Company”, and Robert Forster, the investor named on the signature page hereto the “Investor”.

RECITALS

WHEREAS, the Company and the Investor are parties to that certain Note Purchase Agreement, dated as of April 1, 2026 the “Purchase Agreement”, pursuant to which the Company issued and sold to the Investor a promissory note in the original principal amount of $1,250,000.00 the “Original Note”;

WHEREAS, pursuant to the Purchase Agreement, the Original Note was issued for a cash purchase price of $1,000,000.00, reflecting a 20% original issue discount;

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Exhibit 10.1

FULLY BINDING TERM SHEET

May 20, 2026

This Fully Binding Term Sheet (this “Binding Term Sheet”) sets forth our current proposal with regard to the proposed combination (the “Transaction”) of Wellgistics Health, Inc., a reporting public company incorporated in Delaware (“WGRX”) that has entered into a definitive license agreement for the license of pharmaceutical distribution-related blockchain-enabled technology with Datavault AI, Inc. (“DVLT”), a public company that is the owner of intellectual property enabling data monetization, credentialing, digital engagement and tokenization of real-world assets, with healthcare utilization technology enablement being referred to as Datavault AI Health (“DVLH,” which excludes all intellectual property already licensed to Vivasor, Inc. and Scilex Holdings Company, as defined further below), EOS Technology Holdings, Inc. (“EOS”), a private company that owns intellectual property related to the biometric verification of delivery and/or use of pharmaceutical drugs originally developed under QOLPOM LLC for

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is dated as of May 18, 2026, by and among Nocopi Technologies, Inc., a Maryland corporation (the “Company”), and each of the several purchases signatory hereto (each such a purchaser, a “Purchaser” and, collectively, the “Purchasers”).

This Agreement is made pursuant to the Stock Purchase Agreement, dated as of May 18, 2026, between the Company and each Purchaser (the “Purchase Agreement”).

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Advice” has the meaning set forth in Section 6(d).

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STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 18, 2026 (the “Effective Date”), by and between Nocopi Technologies, Inc., a Maryland corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

WHEREAS, the Company and the Purchasers desire to enter into this Agreement, pursuant to which the Company agrees to sell, and the Purchasers agree to purchase, shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”).

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, representations, warranties, and covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each Purchaser hereto agree as follows:

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