Browse EX-10 agreements

SHARE EXCHANGE AGREEMENT

This Share Exchange Agreement (this “Agreement”) is entered into as of September 23, 2026, by and between Creatd, Inc., a Nevada corporation (“Creatd”), and C2 Capital Group, Inc. (“C2”). Creatd and C2 are collectively referred to herein as the “Parties” and individually as a “Party.”

RECITALS

WHEREAS, C2 has 9,683,610 shares of common stock issued and outstanding as of the date hereof.

WHEREAS, the Parties wish to effect an exchange of shares whereby C2 shall issue to Creatd 968,361 shares of C2 common stock, representing ten percent (10%) of the issued and outstanding common stock of C2 as of the date hereof, and Creatd shall issue to C2 (i) 300,000 shares of Creatd common stock and

(ii) shares of Creatd’s Series B Convertible Preferred Stock convertible in the aggregate into 668,361 shares of Creatd common stock.

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EXCHANGE AGREEMENT

This Exchange Agreement (this “Agreement”) is made and entered into as of September 28, 2026 (the “Effective Date”), by and among ONAR Holding Corporation, a Nevada corporation (the “Company”), and [Holder Name] (the “Holder”). The Company and the Holder may be referred to herein individually as a “Party” and collectively as the “Parties.”

This Agreement is entered into in connection with the Company’s secured convertible note financing pursuant to that certain Securities Purchase Agreement, dated as of September 28, 2026 (the “Securities Purchase Agreement”), and the related Transaction Documents (as such term is defined in the Securities Purchase Agreement). Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Securities Purchase Agreement.

RECITALS

**WHEREAS, the Holder currently owns the securities identified on Exhibit A hereto **(the “Existing Securities”);

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**THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UP

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**THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UP

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**  EXHIBIT 10.6**

PLEDGE AND SECURITY AGREEMENT

This PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of September 28, 2026 (the “Effective Date”), is made by ONAR HOLDING CORPORATION, a Nevada corporation (the “Company”), in favor of the Holders (as defined below) and ADI Funding LLC., solely in its capacity as collateral agent for the benefit of the Holders (as defined below) (the “Collateral Agent”).

R E C I T A L S:

WHEREAS, the Company and the purchaser parties thereto (the “Senior Holders”) are parties to that certain Securities Purchase Agreement dated as of September 28, 2026 (the “Senior Securities Purchase Agreement”), pursuant to which the Company has issued or may issue senior secured convertible notes in an aggregate original principal amount of up to $5,000,000, together with any accrued interest, fees, premiums and other obligations thereunder (the “Senior Notes”);

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 28, 2026, between ONAR Holding Corporation, a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, the “Purchaser”).

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of September 28, 2026, between the Company and the 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 the Purchaser hereby agree as follows:

1. 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” shall have the meaning set forth in Section 6(c).

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**THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UP

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of September 28, 2026, between ONAR Holding Corporation, a Nevada 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 are executing and delivering this Agreement in reliance upon an exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder;

WHEREAS, the Company desires to issue and sell to the Purchasers, and the Purchasers desire to purchase from the Company, notes (the “Notes”) and shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) in exchange for new cash proceeds;

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of September 28, 2026, between ONAR Holding Corporation, a Nevada 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 are executing and delivering this Agreement in reliance upon an exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder;

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LEAK-OUT AGREEMENT

THIS LEAK-OUT AGREEMENT (this “Agreement”) is made and entered into as of September 28, 2026, by and between ONAR HOLDING CORP., a Nevada corporation (the “Company”), and the undersigned holder (the “Holder”). The Company and the Holder are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, pursuant to that certain Securities Purchase Agreement, dated September 28, 2026 (the “Securities Purchase Agreement”), and related transaction documents (collectively, the “Transaction Documents”), the Holder has purchased or may purchase from the Company a Secured Convertible Note (the “Note”), together with certain warrants and other securities issuable in connection therewith;

WHEREAS, pursuant to that certain Exchange Agreement, dated September 28, 2026 (the “Exchange Agreement”), , the Holder has exchanged or may exchange the existing indebtedness of the Company with the Company for an Exchange Note (as defined in the Securities Purchase Agreement);

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**Exhibit 10.1
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Series C September 30 Triggering Event Waiver | 1 Waiver of September 30 2026 Triggering Event Series C Convertible Preferred Stock This Waiver (“Waiver”) is executed and delivered by the undersigned holder (the “Holder”) in favor of Nauticus Robotics, Inc., a Delaware corporation (the “Company”), with respect to the Company’s Series C Convertible Preferred Stock (the “Preferred Shares”). This Waiver relates to the Certificate of Designations of Rights and Preferences of Series C Convertible Preferred Stock of the Company, as amended or supplemented and in effect on the Effective Date (the “Certificate of Designations”). Capitalized terms not otherwise defined herein have the meanings given in the Certificate of Designations. “Covered Shares” means all Preferred Shares held by the Holder on the Effective Date and any Preferred Shares subsequently acquired by the Holder. 1. Waiver of Specified Event. Pursuant to Sections 5(a) and 22 of the Certificate of Designations, the Holder hereby irrevocably waives, solely for the Waiver Period (as defined below) and with respect to the Covered

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