Browse EX-10 agreements

STRICTLY CONFIDENTIAL	Execution Version

SPONSOR SUPPORT AGREEMENT

This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of September 28, 2026, by and among AIRE Global Group Inc., a Cayman Islands exempted company and wholly-owned subsidiary of the Parent (the “Purchaser”), AIRE Inc., a Cayman Islands exempted company (the “Company”), OceanLight Capital Sponsor Ltd., a business company incorporated under the Laws of British Virgin Islands (the “Sponsor”), and the undersigned parties who hold Subject Shares (as defined below) (such parties, together with the Sponsor, the “Founder Holders”).

…

**AMENDMENT TO NOTE PURCHASE AGREEMENT **

This Amendment to Note Purchase Agreement (this “Amendment”) is entered into this 8th day of September, 2026.

**BETWEEN: **

**ODYSSEY MARINE EXPLORATION, INC. **

as Issuer

- and -

**AMERICAN OCEAN MINERALS **

**CORPORATION **

as Holder

WHEREAS, Odyssey Marine Exploration, Inc. (the “Issuer”) and American Ocean Minerals Corporation (the “Holder”) entered into a note purchase agreement dated as of April 8, 2026 (as amended, amended and restated, renewed, extended, supplemented, replaced or otherwise modified to the date hereof, the “Existing NPA”) whereby the Holder agreed to purchase certain senior secured notes from the Issuer in the aggregate amount of up to U.S. $10,000,000 subject to the terms of the Existing NPA;

AND WHEREAS, pursuant to the Existing NPA, the Issuer issued certain Initial Notes dated as of May 11, 2026; May 28, 2026; June 29, 2026; and July 31, 2026 (the “Existing Initial Notes”) in the aggregate principal amount of $5,000,000;

…

**FIRST AMENDING AGREEMENT **

This First Amending Agreement (this “Amendment”) is entered into this *17 *day of June, 2026.

**BETWEEN: **

**CIC LLC **

as Issuer

- and -

**AMERICAN OCEAN MINERALS CORPORATION **

as Holder

WHEREAS, the Issuer and the Holder entered into a note purchase agreement dated as of April 8, 2026 (as amended, amended and restated, renewed, extended, supplemented, replaced or otherwise modified to the date hereof, the “NPA”) whereby the American Ocean Minerals Corporation (the “Holder”) agreed to purchase a convertible note (the “Note”) from CIC LLC (the “Issuer”) in the aggregate amount of up to U.S.$5,000,000 subject to the terms of the NPA;

AND WHEREAS, pursuant to the NPA, the Holder shall not purchase the Note from the Issuer until the date on which the Go Public Transaction (as defined in the NPA) is consummated;

…

SECURED PROMISSORY NOTE

$3,097,488.40	September 24, 2026

FOR VALUE RECEIVED, and upon the terms and conditions set forth herein, ALTRUIS BENEFIT MANAGEMENT, LLC, a Delaware limited liability company with an address at 2165 E. Spring Street, Long Beach, California 90806 (“Company”), and TRENT D. BRYSON, an individual with an address at 5436 E The Toledo, Long Beach, California 90803 (“Bryson”, and together with Company, jointly and severally, “Borrower”), promise to pay to ALTRUIS BENEFIT CONSULTANTS, INC., a Michigan corporation, or order (“Lender”), at 300 Boulevard of the Americas, Suite 105, Lakewood, New Jersey 08701, or at such other place as Lender may designate in writing, the principal sum of THREE MILLION NINETY-SEVEN THOUSAND FOUR HUNDRED EIGHTY-EIGHT AND 40/100 DOLLARS ($3,097,488.40), in lawful money of the United States of America, to be paid in accordance with the terms of this Secured Promissory Note (this “Note”).

…

	1100 Santa Monica Blvd., Suite 800 Los Angeles, CA 90025 Tel: (310) 966-1444 www.brileysecurities.com

September 23, 2026

ONE Nuclear Energy, LLC

Kevin Dowd

Co-Founder and Chief Operating Officer

Dear Mr. Dowd:

…

**ONE NUCLEAR ENERGY INC. **

2026 EQUITY INCENTIVE PLAN

** **

RESTRICTED STOCK AGREEMENT

Dear [__________],

On [__________, 20__], the Compensation Committee of the Board of Directors (the “Committee”) approved a grant to you of restricted shares of common stock of ONE Nuclear Energy Inc. (the “Company”) pursuant to the 2026 Equity Incentive Plan (the “Plan”).

The Restricted Stock granted to you consists of [__________] shares of Common Stock of the Company. The date of grant is [__________, 20__].

Subject to your continued employment or service with the Company through the applicable vesting dates below, the Restricted Stock shall vest as follows:

Number of Shares		Vesting Date
[        ]		[        ]
[        ]		[        ]
[        ]		[        ]
[        ]		[        ]

…

** **

ONE NUCLEAR ENERGY INC.
2026 EQUITY INCENTIVE PLAN

** **

INCENTIVE STOCK OPTION AGREEMENT

Dear [__________],

On [__________, 20__], the Compensation Committee of the Board of Directors (the “Committee”) approved a grant to you of an Incentive Stock Option (the “Option”) to purchase shares of common stock of ONE Nuclear Energy Inc. (the “Company”) pursuant to the 2026 Equity Incentive Plan (the “Plan”). The Option is intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), to the maximum extent permitted by law.

You are granted an Option to purchase [__________] shares of Common Stock of the Company at an exercise price of $[_____] per share. The date of grant of this Option is [__________, 20__].

1. Vesting. This Option may be exercised only to the extent it is vested. Subject to you remaining in the employ of the Company on the applicable vesting dates below, this Option shall vest as follows:

[Describe vesting requirements].

…

ONE NUCLEAR ENERGY INC. 2026 EQUITY AND INCENTIVE PLAN

1. Purpose. The purpose of the ONE Nuclear Energy Inc. 2026 Equity and Incentive Plan (the “Plan”) is to provide a means through which the Company and its Affiliates (each as defined below) may attract and retain key personnel and align their interests with those of the Company’s shareholders by providing them the opportunity to acquire and maintain an equity interest in the Company, or be paid incentive compensation, which may (but need not) be measured by reference to the value of Common Shares (as defined below).

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

…

LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of September 23, 2026, by and between (i) ONE Nuclear Energy Inc., a Delaware corporation (formerly known as Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company) (the “Company”), and (ii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the BCA (as defined herein). Company and Holder may be referred to herein individually as a “Party” and collectively as the “Parties.”

…

** **

FORM OF

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is made and entered into as of September 23 , 2026 (the “Effective Date”), by and between ONE Nuclear Energy Inc., a Delaware corporation (the “Company”), and _________________________________ (“Indemnitee”).

WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;

WHEREAS, Indemnitee is a director or officer of the Company;

WHEREAS, both the Company and Indemnitee recognize the substantial risk of litigation and other claims that may be asserted against directors and officers of corporations; and

…

AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 23, 2026, is made and entered into by and among ONE Nuclear Energy Inc., a Delaware corporation (formerly known as Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company) (the “Company”), HC VII Sponsor LLC, a Nevada limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“Cohen”), Loop Capital Markets LLC (“Loop Capital Markets”) and Clear Street LLC (“Clear Street” and, together with Cohen and Loop Capital Markets, the “IPO Underwriters”), each of the undersigned parties listed under “Other Existing Holders” on the signature pages hereto (each such party, together with the Sponsor and the IPO Underwriters, the “Existing Holders”) and each of the undersigned parties listed under “New Holders” on the signature pages hereto (collectively, the “New Holders” and collectively with the Existing Holders and any person or entity who hereafte

…

PROMISSORY NOTE – AMENDMENT NO. 7

Dated as of September 23, 2026

Principal Amount: Up to $276,749.38

Reference is hereby made to that certain Promissory Note, dated February 18, 2026, and as amended by Amendment No. 1, dated March 31, 2026, by Amendment No. 2, dated June 4, 2026, by Amendment No. 3, dated July 6, 2026, by Amendment No. 4, dated July 9, 2026, by Amendment No. 5, dated July 22, 2026, and by Amendment No. 6, dated August 9, 2026, entered into by the Borrower and the Lender (collectively, the “Note”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Note.

The parties hereby agree that Section 1(a) of the Note is hereby amended to reflect that the Borrower may request Advances up to an aggregate principal amount of $276,749.38, subject to a partial repayment of $100,000 paid by the Borrower and Received by the Lender on September 23, 2026.

…