Browse EX-10 agreements

RETENTION AND RELEASE AGREEMENT

This Retention and Release Agreement (this “Agreement”) is made by and between SOBR Safe, Inc. (the “Company”) and David Gandini (“Employee”). The Company and Employee are referred to below collectively as the “Parties” and individually as a “Party.”

RECITALS

WHEREAS, Employee currently is employed by the Company, through December 31, 2026, under an employment agreement dated January 30, 2023, and amended on December 30, 2025 (the “Employment Agreement”);

WHEREAS, Employee has worked for the Company over the past six-months with various outside companies to reach a merger agreement to combine operations, which would have likely entitled Employee to certain sums under his existing Employment Agreement;

WHEREAS, Employee’s continued employment was an integral part of the continued operations and ability to keep the merger options and agreements progressing forward over the past several months;

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RELEASE AGREEMENT

This Release Agreement (this “Agreement”) is made by and between SOBR Safe, Inc. (the “Company”) and [____] (“Board Member”). The Company and Board Member are referred to below collectively as the “Parties” and individually as a “Party.”

RECITALS

WHEREAS, Board Member currently serves on the Board of Directors for the Company (the “Board”);

WHEREAS the Company wishes to pay a bonus amount approved by the Board on August 18, 2026 and September 22, 2026; and

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and promises contained herein, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

TERMS

1. Effective Date, Consideration.

(a) This Agreement will become effective on the date that both Parties have signed this Agreement (the “Effective Date”).

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September __, 2026

Dear [Director],

We appreciate your service as a dedicated board member of SOBR Safe, Inc. (“SOBR”). As SOBR moves towards its next phase, on behalf of SOBR, I write to ask you to remain a member of our Board of Directors through the 2026 Annual General Meeting of the Stockholders of SOBR (the “AGM”) or November 30, 2026, whichever is sooner. Your prior experience with other companies as well as your experience serving on SOBR’s board is a valuable addition to our group. In exchange we would compensate you as follows:

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EXECUTIONVERSION

NOTE: In accordance with Item 601(a)(5) of Regulation S-K, this exhibit omits certain of its schedules and exhibits. This exhibit's table of contents includes a brief description of the subject matter of all of its schedules and exhibits, including the omitted schedules and exhibits. The Registrant acknowledges that it must provide a copy of any omitted schedules or exhibits to the Securities and Exchange Commission or its staff upon request.

Dated 24 September 2026

(1)

ASHLANDINTERNATIONALRECEIVABLES DESIGNATEDACTIVITYCOMPANYasSeller

(2)

ASHLANDINC.asPerformanceGuarantor

(3)

ASHLANDINDUSTRIESFRANCESASasFrench OriginatorandFrenchSub-Servicer

(4)

ASHLANDINDUSTRIESDEUTSCHLANDGMBHas GermanOriginator,GermanSub-Servicerand Subordinated Lender

(5)

ASHLANDINDUSTRIESITALIAS.R.LasItalian OriginatorandItalian Sub-Servicer

(6)

ASHLANDSPECIALTYCHEMICAL(SINGAPORE) PTE.LTDasSingaporeanOriginatorandSingaporean Sub-Servicer

(7)

ASHLANDSPECIALTIESHISPANIA,S.L.U.as SpanishOriginatorandSpanishSub-Servicer

(8)

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MERCANTILE BANK CORPORATION

MERCANTILE BANK

2026-2027 MERGER INTEGRATION AND CORE CONVERSION BONUS PLAN

1.         Purpose of this Plan

This 2026-2027 Merger Integration and Core Conversion Bonus Plan (this “Plan”) is designed to reflect that the directors of Mercantile Bank Corporation (the “Company”) and Mercantile Bank (the “Bank”) believe it is in the best interest of the Company and its shareholders to provide cash bonus awards to employees of the Company, the Bank, and their respective subsidiaries and affiliates who were directly involved in the successful integration of the merger with Eastern Michigan Bank (the “Merger Integration”) and the conversion of the Bank’s core and digital banking operating systems to the Jack Henry platform (the “Core Conversion”). The Company and the Bank consider the successful and timely completion of the Merger and the Core Conversion, and the effective integration of the associated business operations, systems, personnel, and customer relationships, to be critical strategic objectives that warrant a dedicated bonus o

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Execution Version

Second Amendment to

Amended and Restated Credit Agreement

dated as of September 25, 2026

among

WhiteHawk Minerals Corp.

(formerly known as WhiteHawk Income Corporation)

as Parent,

WhiteHawk Income Operating Partnership L.P.

as Borrower,

Capital One, National Association,

as Administrative Agent and
Issuing Bank

and

The Lenders Party Hereto

_________________________

Capital One, National Association,

as Joint Lead Arranger and Sole Bookrunner

U.S. Bank National Association,

as Joint Lead Arranger

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SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT(this “Agreement”) is dated as of September 23, 2026, by and among WhiteHawk Minerals Corp., a Delaware corporation (the “Company”), and each of the entities listed on Exhibit Aattached to this Agreement (each, an “Investor” and together, the “Investors”).

WHEREAS, the Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act; and

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EXECUTION VERSION

Deal CUSIP No.: 04315HAK0Revolver CUSIP No.: 04315HAL8

CREDIT AGREEMENT

Dated as of September 23, 2026

among

ARTISAN PARTNERS HOLDINGS LP,
as the Borrower,

THE GUARANTORS FROM TIME TO TIME PARTY HERETO,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

and

BANK OF AMERICA, N.A.,
as the Administrative Agent and the L/C Issuer,

CITIBANK, N.A.,

as the Syndication Agent

BOFA SECURITIES, INC.,

CITIBANK, N.A.,

and

ROYAL BANK OF CANADA
as the Joint Lead Arrangers and Joint Bookrunners

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TABLE OF CONTENTS

Section    Page

1.01Defined Terms1

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** **

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT is dated June 23, 2026 by and between CID HOLDCO, INC., a Delaware corporation (the “Company”), and PHILLIPS EQUITIES & TRUST, a Delaware limited liability company (the “Holder”).

RECITALS

WHEREAS, the Company issued to Holder a $500,000 Senior Secured Convertible Promissory Note under a Note Purchase Agreement.

WHEREAS, the Note is convertible into Common Stock at a floating 20% discount, subject to a fixed 19.99% Exchange Cap, beneficial ownership limits, securities-law compliance, and Trading Market rules.

WHEREAS, the Company has agreed to provide narrow resale registration rights solely for Conversion Shares and not for other securities.

1. DEFINITIONS

**“Conversion Shares” **means shares of Common Stock issued or issuable upon conversion of the Note, only to the extent issuable within the Exchange Cap or after Stockholder Approval, any shares of Common Stock issued or issuable in excess thereof.

** **

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E****xhibit 10.3

**Amendment **

**to the
CID HOLDCO, INC. **

2024 Equity Inventive Plan

May 12, 2026

** **

WHEREAS, CID Holdco, Inc. (the “Company”) maintains the CID Holdco, Inc. 2024 Equity Incentive Plan (the “Plan”); and

WHEREAS, Section 17 of the Plan provides that the Plan may be amended from time to time; and

WHEREAS, the Company desires to amend the Plan in certain respects;

NOW, THEREFORE, the Plan is hereby amended, effective as of the date the stockholders of the Company approve this amendment, in the following respects:

1. Section 4.1 of the Plan is amended to read in its entirety as follows:

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** **

JUNIOR SECURED CONVERTIBLE PROMISSORY NOTE

** **

THE SECURITIES REPRESENTED BY THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN AVAILABLE EXEMPTION FROM REGISTRATION.

** **

THE PURCHASE PRICE IS $500,000 IN CASH, AND THE ORIGINAL PRINCIPAL AMOUNT IS $500,000.

** **

THIS NOTE IS SUBJECT TO A FIXED 19.99% EXCHANGE CAP AND A BENEFICIAL OWNERSHIP LIMITATION. NO FAILURE TO OBTAIN STOCKHOLDER APPROVAL TO ISSUE SHARES ABOVE THE EXCHANGE CAP SHALL RESULT IN DEFAULT, PENALTY, LIQUIDATED DAMAGES, INCREASED INTEREST, REDUCED CONVERSION PRICE, OR OTHER COERCIVE ECONOMIC CONSEQUENCE.

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NOTE PURCHASE AGREEMENT

Phillips Equities & Trust - Dot Ai (Ticker: DAIC) Asset Sale Bridge Note with Common Stock Conversion

This NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of June 23, 2026 by and among CID HOLDCO, INC., a Delaware corporation (“Borrower,” “Company,” or “Parent”), SEE ID, INC., a Nevada corporation (“SEE ID”), solely as a Seller Party, Grantor, and Guarantor, DOT WORKS, INC., a Puerto Rico corporation (“Dot Works”), solely as a Seller Party, Pre-Closing Grantor, and covenant party and not as Borrower or a continuing guarantor, and PHILLIPS EQUITIES & TRUST, LLC a Delaware limited liability company (“Buyer” or “Lender”).

RECITALS

WHEREAS, Borrower, SEE ID, Dot Works, and Buyer are parties to, or are entering into concurrently with this Agreement, a Non-Binding Letter of Intent dated June 8, 2026 (the “LOI”) regarding Buyer’s proposed acquisition of the Dot Ai operating business, including substantially all operating assets of SEE ID and the transfer or acquisition of Dot Works or the assets held by Dot Works.

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