formexchangeagreement

1 EXCHANGE AGREEMENT This Amendment and Exchange Agreement (the “Agreement”) is entered into as of the date set forth on the signature pages below, by and among Nauticus Robotics, Inc., a Delaware corporation (the “Company”) and the investor signatory hereto (the “Holder”), with reference to the following facts: A. Reference is made to (i) that certain Senior Secured Term Loan Agreement, dated September 18, 2023 (as amended, modified, restated, restructured or supplemented prior to the date hereof, the “September Agreement” or the “Existing Agreement”), by and among the Company and the investors signatory thereto, pursuant to which, among other things, the Holder and/or certain other investors (the “Other Holders”, and together with the Holder, the “Holders”) may acquire certain secured convertible term loans (any such secured convertible term loans acquired by the Holder, prior to or after the date hereof, the “Convertible Securities” or the “Existing Securities”), which are convertible into shares of Common Stock (as defined below). B. The Company has authori

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LETTER AGREEMENT

 

June 24, 2026

 

Cartesian Growth Corporation IV 505 Fifth Avenue, 15th Floor New York, New York 10017

 

Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022

 

Re: Initial Public Offering

 

Ladies and Gentlemen:

 

This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Cartesian Growth Corporation IV, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. as representative (the “Representative”) of the underwriters named therein (the “Underwriters”), relating to the underwritten initial public offering (the “IPO”) of 25,000,000 units of the Company (or up to 28,750,000 units if the Over-Allotment Option is exercised in full) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the hol

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LETTER AGREEMENT

 

June 24, 2026

 

Cartesian Growth Corporation IV 505 Fifth Avenue, 15th Floor New York, New York 10017

 

Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022

 

Re: Initial Public Offering

 

Ladies and Gentlemen:

 

This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Cartesian Growth Corporation IV, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. as representative (the “Representative”) of the underwriters named therein (the “Underwriters”), relating to the underwritten initial public offering (the “IPO”) of 25,000,000 units of the Company (or up to 28,750,000 units if the Over-Allotment Option is exercised in full) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the hol

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June 24, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Cartesian Growth Corporation IV, a Cayman Islands exempted company (the “Company”), and CGC IV Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).

 

WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of the Company’s units (“Units”), each Unit consisting of one Class A ordinary share, par value $0.0001 per share, of the Company (an “Ordinary Share”) and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per share, subject to adjustment. The Purchaser has agreed to purchase an aggregate of 937,500 warrants at a price of $2.00 per warrant (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.

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INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Investment Management Trust Agreement (this “Agreement”) is made as of June 24, 2026 by and between Cartesian Growth Corporation IV, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

 

WHEREAS, the Registration Statement on Form S-1 (File No. 333-296614), as amended (the “Registration Statement”), and prospectus for the Company’s initial public offering of 25,000,000 units (or 28,750,000 units in the aggregate if the underwriters’ option to purchase additional units (the “Over-Allotment Option”) is exercised in full), at a price of $10.00 per unit (the “Units”), each Unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Share(s)”), and one-third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share at an exercise price of $11.50 per share, subject to adjustment (such initial public offering hereinafter refer

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

 

This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the 24th day of June, 2026, by and between Cartesian Growth Corporation IV, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. (the “Subscriber”).

 

WHEREAS, the Company desires to sell to the Subscriber on a private placement basis (the “Offering”) an aggregate of 1,562,500 warrants (each, a “Placement Warrant” and, collectively, the “Placement Warrants”) of the Company, for a purchase price of $2.00 per Placement Warrant. The Class A Ordinary Shares (as defined below) underlying the Placement Warrants are hereinafter referred to as the “Warrant Shares.” The Placement Warrants and Warrant Shares, collectively, are hereinafter referred to as the “Securities.” Each whole Placement Warrant is exercisable to purchase one Class A Ordinary Share at an exercise price of $11.50, as provided in the registration statement in connection with the initial public offering (the “IPO”) of t

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REGISTRATION RIGHTS AGREEMENT

 

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of June 24, 2026, by and among Cartesian Growth Corporation IV, a Cayman Islands exempted company (the “Company”), and each undersigned party listed under the heading “Holder” on the signature page hereto (each such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively, the “Holders”).

 

WHEREAS, CGC IV Sponsor LLC (the “Sponsor”) and CGC IV Sponsor DirectorCo LLC (“DirectorCo”) own an aggregate of 7,187,500 Class B ordinary shares, par value $0.0001 per share, of the Company (“Founder Shares”), which include an aggregate of up to 937,500 Founder Shares subject to forfeiture by the Sponsor to the extent that the underwriters in the Company’s initial public offering do not exercise their option to purchase additional units;

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VIVANI MEDICAL, INC. AMENDED AND RESTATED 2022 OMNIBUS INCENTIVE PLAN

SECTION 1.              GENERAL PURPOSE OF THE PLAN; DEFINITIONS

The name of the plan is the Amended and Restated Vivani Medical, Inc. 2022 Omnibus Incentive Plan (the “Plan”).  The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Vivani Medical, Inc. (f/k/a Second Sight Medical Products, Inc.) (the “Company”) and its Affiliates upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business to acquire a proprietary interest in the Company.  It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer identification of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company. 

The following terms shall be defined as set forth below:

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Document

CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL, AND HAS BEEN MARKED WITH “[***]” TO INDICATE WHERE OMISSIONS HAVE BEEN MADE

Joby Toyota Aero Manufacturing Preparation Company

STOCKHOLDERS AGREEMENT

DATED: June 29, 2026

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TABLE OF CONTENTS

Page

1.    Definitions; Construction    2

1.1    Definitions    2

1.2    Construction    11

2.    Representations and Warranties of Stockholders    12

2.1    Organization and Qualification    12

2.2    Authority    12

2.3    No Conflict    12

2.4    Governmental Consents and Approvals    13

2.5    Securities Representations    13

3.    Establishment of the Company; Effectiveness of Agreement    13

3.1    Establishment of the Company    13

3.2    Purpose of the Company    14

3.3    Business Plan    14

3.4    Compliance with Laws    14

4.    Capital Contributions    14

4.1    Initial Capital Contributions    14

4.2    Mandatory Capital Contributions; Defaults    15

5.    Governance    16

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Document

Exhibit 10.3

    

THE JABIL INC.

EXECUTIVE DEFERRED COMPENSATION PLAN

Amended and Restated Effective as of January 1, 2026

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ARTICLE I - PURPOSE; EFFECTIVE DATE

1.1.Purpose. The purpose of the Jabil Inc. Executive Deferred Compensation Plan (hereinafter, the "Plan”) is to permit a select group of management or highly compensated employees of JABIL INC. (and its selected subsidiaries and/or affiliates) to defer the receipt of income which would otherwise become payable to them. It is intended that this Plan, by providing these eligible individuals an opportunity to defer the receipt of income, will assist in retaining and attracting individuals of exceptional ability.

1.2.Effective Date. This Plan was established, effective as of January 1, 2011 (the “Effective Date”) and amended and restated as of January 1, 2026.

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EXECUTION COPY

MINERAL PROPERTY PURCHASE AGREEMENT

THIS AGREEMENT (the “Agreement”)is dated June 26, 2026 (the “Effective Date”).

BETWEEN

NU-MED PLUS, INC., a company formed under the State of Utah, United States of America

 

(the “Purchaser”)

AND

AVID GOLD LTD, a company formed under the laws of England and Wales

 

(“Avid”)

AND

MARITIMES GOLD CORP., a company formed under the laws of Canada

 

(“MGC”)

AND

MARITIMES GOLD JV CORP., a company formed under the laws of British Columbia

 

(the “MGC Subsidiary”)

AND

MEGUMAGOLD CORP., a company existing under the laws of British Columbia

 

(the “Vendor”)

AND

1156219 B.C. LIMITED, a company existing under the laws of British Columbia

 

(“1156”)

AND

CROSBY GOLD LTD., a company existing under the laws of British Columbia

 

(“Crosby Gold”, and together with 1156 the “Vendor Subsidiaries”)

WHEREAS:

 

A.

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SUB-CONTRACT

 

CR CONSTRUCTION COMPANY LIMITED

 

 

AND

 

WORLDSTAR ENGINEERING LIMITED

 

 

IOF

 

TERM CONTRACT

 

FOR

 

MINOR WORKS 2022

 

FOR

 

NEW TERRITORIES WEST CLUSTER

 

CONTRACT NO. HA-TMC-040

 

CR and Worldstar Sub-Contract

 

 

THIS SUB-CONTRACT is made the 30 day of December two thousand and twenty-two.

 

BETWEEN

 

CR CONSTRUCTION COMPANY LIMITED whose registered business address is at Unit No. 3-16, Level 32, Standard Chartered Tower of Millennium City 1, No. 388 Kwun Tong Road, Kwun Tong, Kowloon, Hong Kong (“CR”);

 

and

 

WORLDSTAR ENGINEERING LIMITED whose registered business address is at Room 1103, Yuen Long Trading Centre, 33 Wang Yip Street West, Yuen Long, New Territories, Hong Kong (“Worldstar”).

Hereinafter, each of the parties shall also be individually referred to as a “Party” and collectively referred to as the “Parties”.

WHEREAS

 

A.

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