Browse EX-10 agreements

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (this “Agreement”) dated as of   , 2026, between WhiteHawk Minerals Corp., a Delaware incorporated company (“PubCo”), WhiteHawk Income Operating Partnership L.P., a Delaware limited partnership (“OpCo” and together with PubCo and any subsidiaries or affiliates as may employ Executive from time to time, the “Company”), and Jeffrey Slotterback (the “Executive”).

W I T N E S S E T H

WHEREAS, the Company desires to employ the Executive as Chief Financial Officer, Treasurer and Secretary of the Company; and

WHEREAS, the Company and the Executive desire to enter into this Agreement as to the terms of the Executive’s employment with the Company.

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. POSITION AND DUTIES.

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EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (this “Agreement”) dated as of [ ⚫ ], 2026, between WhiteHawk Minerals Corp., a Delaware incorporated company (“PubCo”), WhiteHawk Income Operating Partnership L.P., a Delaware limited partnership (“OpCo” and together with PubCo and any subsidiaries or affiliates as may employ Executive from time to time, the “Company”), and Daniel Herz (the “Executive”).

W I T N E S S E T H

WHEREAS, the Company desires to continue to employ the Executive as Chief Executive Officer of the Company; and

WHEREAS, the Company and the Executive desire to enter into this Agreement as to the terms of the Executive’s employment with the Company.

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. POSITION AND DUTIES.

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WHITEHAWK MINERALS CORP.

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

Non-employee members of the board of directors (the “Board”) of WhiteHawk Minerals Corp. (the “Company”) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Policy (this “Policy”). The cash and equity compensation described in this Policy shall be paid or be made, as applicable, automatically and without further action of the Board, to each member of the Board who is not an employee of the Company or any parent or subsidiary of the Company (each, a “Non-Employee Director”) who may be eligible to receive such cash or equity compensation, unless such Non-Employee Director declines the receipt of such cash or equity compensation by written notice to the Company. This Policy shall become effective after the effectiveness of the Company’s initial

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WHITEHAWK EQUITY INCENTIVE PLAN

AMENDED AND RESTATED 2026 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT GRANT NOTICE

Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the Amended and Restated 2026 Equity Incentive Plan (as amended from time to time, the “Plan”) of WhiteHawk Minerals Corp. (the “Company”).

The Company hereby grants to the participant listed below (“Participant”) the Restricted Stock Units described in this Grant Notice (the “RSUs”), subject to the terms and conditions of the Plan and the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”), each of which are incorporated into this Grant Notice by reference. Each vested RSU represents the right to receive, in accordance with the Agreement, one share of Class A common stock (“Share”). Each RSU is hereby granted in tandem with a corresponding dividend equivalent, as further described in Article II of the Agreement (the “Dividend Equivalents”).

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WHITEHAWK EQUITY INCENTIVE PLAN

AMENDED AND RESTATED 2026 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT GRANT NOTICE

Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the Amended and Restated 2026 Equity Incentive Plan (as amended from time to time, the “Plan”) of WhiteHawk Minerals Corp. (the “Company”).

The Company hereby grants to the participant listed below (“Participant”) the Restricted Stock Units described in this Grant Notice (the “RSUs”), subject to the terms and conditions of the Plan and the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”), each of which are incorporated into this Grant Notice by reference. Each vested RSU represents the right to receive, in accordance with the Agreement, one share of Class A common stock (“Share”). Each RSU is hereby granted in tandem with a corresponding dividend equivalent, as further described in Article II of the Agreement (the “Dividend Equivalents”).

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WHITEHAWK EQUITY INCENTIVE PLAN

AMENDED AND RESTATED 2026 EQUITY INCENTIVE PLAN

OPTION GRANT NOTICE

Capitalized terms not specifically defined in this Option Grant Notice (the “Grant Notice”) have the meanings given to them in the Amended and Restated 2026 Equity Incentive Plan (as amended from time to time, the “Plan”) of WhiteHawk Minerals Corp. (the “Company”). The Company hereby grants to the participant listed below (“Participant”) the stock option described in this Grant Notice (the “Option”), subject to the terms and conditions of the Plan and the Stock Option Agreement attached hereto as Exhibit A (the “Agreement”), each of which are incorporated into this Grant Notice by reference.

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WHITEHAWK EQUITY INCENTIVE PLAN

2026 EQUITY INCENTIVE PLAN

(Amended and Restated effective [ ⚫ ], 2026)

1. Purpose. The purpose of this WhiteHawk 2026 Equity Incentive Plan, as amended and restated, is to provide a means through which WhiteHawk Minerals Corp. (the “Company”) and the other members of the Company Group may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors of the Company and the other members of the Company Group can acquire and maintain an equity interest in the Company, or be paid incentive compensation, including incentive compensation measured by reference to the value of Common Stock, thereby strengthening their commitment to the welfare of the Company Group and aligning their interests with those of the Company’s stockholders.

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

	(a)	“Adjustment Event” has the meaning given to such term in Section 13(a) of the Plan.

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CONTRIBUTION AGREEMENT

by and among

WhiteHawk Income Corporation, a Delaware corporation,

WhiteHawk Income Operating Partnership L.P.,a Delaware limited partnership,

WhiteHawk Management LLC, a Delaware limited liability company,

and

WhiteHawk Minerals LLC, a Delaware limited liability company,

dated as of

[•], 2026

THIS DOCUMENT IS INTENDED SOLELY TO FACILITATE DISCUSSIONS AMONG THE PARTIES IDENTIFIED HEREIN. IT IS NOT INTENDED TO CREATE AND SHALL NOT BE DEEMED TO CREATE A LEGALLY BINDING OR ENFORCEABLE OFFER OR AGREEMENT OF ANY TYPE OR NATURE PRIOR TO THE DULY AUTHORIZED AND APPROVED EXECUTION OF THIS DOCUMENT BY ALL SUCH PARTIES AND THE DELIVERY OF AN EXECUTED COPY HEREOF BY ALL SUCH PARTIES TO ALL OTHER PARTIES.

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TABLE OF CONTENTS

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FORM OF

AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

WHITEHAWK INCOME OPERATING PARTNERSHIP L.P.

Dated as of [•], 2026

THE UNITS REPRESENTED BY THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.

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Table of Contents

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FORM OF REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [•], 2026 by and among WhiteHawk Minerals Corp., a Delaware corporation (the “Company”), and the Holders (as defined herein) who are or become parties hereto.

RECITALS

WHEREAS, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.

NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I.

DEFINITIONS

Section****1.01 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:

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INDEMNITY AGREEMENT

This INDEMNITY AGREEMENT(this “Agreement”) is entered into on [●], 2026, by and between InterPrivate Investment Partners V, Inc., a Cayman Islands exempted company (the “Company”), and [·] (“Indemnitee”).

RECITALS

WHEREAS, it is customary to provide officers and/or directors with adequate protection through insurance or adequate indemnification against claims and actions against them arising out of their service to and activities on behalf of such corporations;

WHEREAS, the board of directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and any of its Subsidiaries (as defined below) from certain liabilities;

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ADMINISTRATIVE SERVICES AGREEMENT

[●], 2026

InterPrivate Acquisition Management V LLC

1350 Avenue of the Americas, 2nd Floor

New York, NY 10019

Ladies and Gentlemen:

This letter agreement will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the Registration Statement on Form S-1 (File No. 333-295323) filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of InterPrivate Investment Partners V, Inc. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), InterPrivate Acquisition Management V LLC or its designee (as applicable, the “Provider”) shall directly or indirectly make available to the Company certain office space, utilities and secretarial and administrative support as may be required

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