Browse EX-10 agreements

Page 1 COLLATERAL AGENT ACKNOWLEDGMENT AND CONSENT TO FIFTH AMENDMENT TO SENIOR SECURED TERM LOAN AGREEMENT This COLLATERAL AGENT ACKNOWLEDGMENT AND CONSENT (this “Consent”), dated as of September 9, 2026 (the “Effective Date”), is entered into by and between NAUTICUS ROBOTICS, INC., a Delaware corporation (the “Company”), and , solely in its capacity as collateral agent (the “Collateral Agent”). WHEREAS, the Company, the lenders from time to time party thereto (the “Lenders”), and the Collateral Agent are parties to that certain Senior Secured Term Loan Agreement, dated as of September 18, 2023 (as amended, restated, supplemented or otherwise modified from time to time, (the “Loan Agreement”); WHEREAS, the Company is entering into separate, substantially similar Fifth Amendments to the Loan Agreement with each of (collectively, the “Lender Amendments”), pursuant to which the Maturity Date applicable to all Loans will be extended to January 31, 2028 and certain maturity-related Defaults or Events of Default will be waived; WHEREAS, Section 25(c) of the Loan Agreement requires the Col

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Page 1 FIFTH AMENDMENT TO SENIOR SECURED TERM LOAN AGREEMENT This FIFTH AMENDMENT TO SENIOR SECURED TERM LOAN AGREEMENT (this “Amendment”), dated as of September 14, 2026 (the “Effective Date”), is entered into by and between NAUTICUS ROBOTICS, INC., a Delaware corporation (the “Company”), and (the “Lender”). WHEREAS, the Company, the Lender, the other lenders from time to time party thereto (the “Other Lenders” and, together with the Lender, the “Lenders”), and ATW Special Situations Management LLC, as collateral agent (the “Collateral Agent”), are parties to that certain Senior Secured Term Loan Agreement, dated as of September 18, 2023 (as amended, restated, supplemented or otherwise modified from time to time (the “Loan Agreement”); WHEREAS, Section 25(c) of the Loan Agreement requires the consent of each Lender directly and adversely affected by an extension of the Maturity Date, and the Company is entering into a separate, substantially similar Fifth Amendment with each Other Lender (the “Other Lender Amendments”) and a separate Collateral Agent Acknowledgment and Consent with

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DEED OF TRUST (Series D)

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**Section **		Subject		Page
Deed of Trust				4
1		Introduction, Definitions and Interpretation		5
2		Issuance of Bonds; Terms of Issue; Equal Rank		12
3		Purchase of Bonds by the Company and/or an Affiliate and Performing Distributions		13
4		Issue of Additional Bonds		14

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THIS SECURED PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION STATEMENT WITH RESPECT TO THIS SECURED PROMISSORY NOTE SHALL BE EFFECTIVE UNDER THE ACT OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS THEN AVAILABLE AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH APPLICABLE SECURITIES LAWS.

THIS PROMISSORY NOTE HAS BEEN ISSUED WITH A 10% ORIGINAL ISSUE DISCOUNT (“OID”). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), DR. JOSÉ R. ROSAS-BUSTOS, A REPRESENTATIVE OF THE COMPANY WILL, BEGINNING TEN DAYS AFTER THE ISSUE DATE OF THIS PROMISSORY NOTE, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i). DR. JOSÉ R. ROSAS-BUSTOS MAY BE REACHED AT TELEPHONE NUMBER 807-700-6696.

EIGENQ, INC.

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SECURED PROMISSORY NOTE

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[FORM OF SENIOR SECURED CONVERTIBLE NOTE]

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THIS NOTE HAS BEEN ISSUED WITH A 10% ORIGINAL ISSUE DISCOUNT. PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), ___________, A REPRESENTATIVE OF THE COMPANY WILL, BEGINNING TEN DAYS AFTER THE ISSUANCE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i). ________________ MAY BE REACHED AT TELEPHONE NUMBER _______________.

EigenQ Holdings, Inc.

Senior Secured Convertible Note

Issuance Date: [●] 202_	Original Principal Amount: U.S. $[●]

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of [●], 2026, by and between EigenQ Holdings, Inc., a Delaware corporation, (the “Company”), and each of the several buyers signatory hereto (each such Buyer, a “Buyer” and, collectively, the “Buyers”).

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the Subscription Date (as defined in the Notes), by and among EigenQ, Inc., the Company, and each Buyer (the “Purchase Agreement”), pursuant to which EigenQ, Inc. issued to the Buyers senior secured convertible notes in an aggregate original principal amount of $44,450,000, and warrants to purchase shares of Common Stock, which notes and warrants were exchanged, immediately following the Additional Closing and upon the consummation of the Business Combination (as defined in the Purchase Agreement), for PubCo Notes and PubCo Warrants (each as defined in the Purchase Agreement) issued by the Company (such PubCo Notes and PubCo Warrants are referred to herein as the “Notes”, and the

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Warrant To Purchase Common Stock

Warrant No.:

Date of Issuance: [                     ], 2026 (“Issuance Date”)

EigenQ Holdings, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, EOT AC LLC, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), _________________1 (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”, and such number of Warrant Shares, the “Warrant Number”). Except as other

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Warrant To Purchase Common Stock

Warrant No.: 001

Date of Issuance: September 17, 2026 (“Issuance Date”)

EigenQ, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, EOT AC LLC, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued upon transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), 1,852,083 (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the “Warrant Shares”, and such number of Warrant Shares, the “Warrant Number”). Except as otherwise defined herein, capitalized terms in this Warr

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**PLEDGE AND security **AGREEMENT

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This PLEDGE AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of September 17, 2026 (the “Closing Date”), is entered into among (i) EIGENQ, INC., a Delaware corporation (the “Company”), (ii) and the Subsidiaries of the Company executing this Agreement (collectively with the Company, the “Grantors” and each a “Grantor”), and EOT AC LLC, as collateral agent for the Buyers (in such capacity, together with its successors, “Collateral Agent”). Reference is made to that certain Securities Purchase Agreement, dated as of September 17, 2026 (as amended, restated, supplemented or otherwise modified from time to time, the “Securities Purchase Agreement”), by and among the Company, Silicon Valley Acquisition Corp., a Cayman Islands exempted company (“SVAQ” and after the Business Combination Closing (as defined therein), “PubCo” and after the Business Combination Closing, all references to “Company” herein shall also be deemed

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SECURITIES PURCHASE AGREEMENT

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This **SECURITIES PURCHASE AGREEMENT **(the “Agreement”), dated as of September 17, 2026, is by and among EigenQ, Inc., a Delaware corporation with offices located at 701 Brazos Street, Suite 1600 Austin, TX 78701 (the “Company” or “EigenQ”), Silicon Valley Acquisition Corp., a Cayman Islands exempted company (“SVAQ”, and after the Business Combination Closing (as defined below), “PubCo” or “Successor Public Company” and after the Business Combination Closing (as defined below), all references to “Company” herein shall also be deemed to include PubCo mutatis mutandis ), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”). The parties agree that if the Business Combination Closing does not occur for any reason, SVAQ will have no obligations or liabilities under this Agreement of any kind whatsoever from and after the termination of the Business Combination, except with respect to the Sponsor Shares which shall survive in accord

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AMENDMENT NO. 1

TO

LETTER AGREEMENT

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This AMENDMENT is made and entered into as of September 17, 2026 (this “Amendment”), by and among Silicon Valley Acquisition Corp., a Cayman Islands exempted company (the “Company”), Silicon Valley Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), each of the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team (each an “Insider” and, collectively, the “Insiders”). Each of the foregoing will individually be referred to herein as a “Party” and, collectively as the “Parties”. Capitalized terms used, but not otherwise defined, herein shall have the respective meanings assigned to such terms in the Letter Agreement (as defined below).

RECITALS:

WHEREAS, the Company, the Sponsor and the Insiders entered into that certain Letter Agreement, dated as of December 22, 2025 (as the same may be amended from time to time in accordance with its terms, the “Letter Agreement”), in connection with the Company’s underwritten initial public offering;

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**SECURITIES PURCHASE AGREEMENT **

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of September 18, 2026, by and among WhiteHawk Minerals Corp., a Delaware corporation (the “Company”), and each of the entities listed on Exhibit A attached 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;

WHEREAS, the Company desires to sell to the Investors, and each Investor desires to purchase from the Company, severally and not jointly, upon the terms and subject to the conditions stated in this Agreement, shares (the “Shares” or “Securities”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”); and

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