Browse EX-10 agreements

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. 1. Waiver of Specified Event. Pursuant to Sections 5(a) and 22 of the Certificate of Designations, the Holder hereby irrevocably waives, with respect to the Preferred Shares, the occurrence and continuance of the Triggering Event described in Section 5(a)(xv) arising solely because any Preferred Shares remain outstanding on or after September 30, 2026 (the “Spec

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Series B September 30 Triggering Event Waiver | 1 Waiver of September 30 2026 Triggering Event Series B 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 B Convertible Preferred Stock (the “Preferred Shares”). This Waiver relates to the Certificate of Designations of Rights and Preferences of Series B 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. 1. Waiver of Specified Event. Pursuant to Sections 5(a) and 22 of the Certificate of Designations, the Holder hereby irrevocably waives, with respect to the Preferred Shares, the occurrence and continuance of the Triggering Event described in Section 5(a)(xv) arising solely because any Preferred Shares remain outstanding on or after September 30, 2026 (the “Spec

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ADOPTION AGREEMENT

DEFERRED COMPENSATION PROGRAM

The undersigned Company acting on behalf of itself and each Participating Employer, having been duly advised by its own counsel as to the legal and tax consequences of adopting this Nonqualified Deferred Compensation Program (the “Program”) and having determined that adoption of this unfunded, nonqualified deferred compensation program will enable the Company to attract and retain key personnel, HEREBY ADOPTSthis Adoption Agreement and the attached base Program document (referred to together herein as the “Program”), subject to the following terms, conditions and elections, all of which are integral parts of the Program adopted hereby:

Company Name: _Hyliion Holdings Corp.

Company Address: 1202 BMC Dr, Suite 100, Cedar Park, TX 78613

Program Name: _Hyliion Deferred Compensation Plan

Effective Date of the Program: September 28, 2026

Participating Employers: Hyliion Inc.

Record Keeper Name: The Nolan Financial Group

Record Keeper Address: 6720-B Rockledge Drive, Suite 140, Bethesda, MD 2081

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Aethlon Medical, Inc.

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2020 Equity Incentive Plan

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Adopted by the Board of Directors: February 6, 2020

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Approved by the Stockholders: September 15, 2020

Amended by the Board: March 24, 2022

Amended by the Board: July 15, 2022

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Approved by the Stockholders: September 15, 2022

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Amended by the Board: August 6, 2024

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Approved by the Stockholders: September 27, 2024

Amended by the Board: December 3, 2025

Approved by the Stockholders: February 19, 2026

Amended by the Board: August 11, 2026

Approved by the Stockholders: October 1, 2026

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Published CUSIP Number: 97179EAF7

Revolver CUSIP Number: 97179EAG5

CREDIT AGREEMENT

Dated as of October 1, 2026

among

WORKDAY, INC.,

as the Company,

CERTAIN SUBSIDIARIES OF THE COMPANY,

as the Designated Borrowers

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as the Administrative Agent, the Swing Line Lender and an L/C Issuer,

BANK OF AMERICA, N.A.,

BARCLAYS BANK PLC,

and

MORGAN STANLEY SENIOR FUNDING, INC.,

as Syndication Agents,

and

THE OTHER L/C ISSUERS AND LENDERS PARTY HERETO

Arranged By:

WELLS FARGO SECURITIES, LLC,

BOFA SECURITIES, INC.,

BARCLAYS BANK PLC,

and

MORGAN STANLEY SENIOR FUNDING, INC.,

as Joint Lead Arrangers and Joint Bookrunners

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POWERUS CORPORATION

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Non-Qualified Stock Option Agreement

Under the 2026 Equity Incentive Plan

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PowerUS Corporation (the “Company”), pursuant to its PowerUS Corporation 2026 Equity Incentive Plan (the “Plan”), hereby grants an Option to purchase shares of the Company’s common stock to you, the Participant named below. The terms and conditions of the Option Award are set forth in this Agreement, consisting of this cover page and the Option Terms and Conditions on the following pages, and in the Plan document, a copy of which has been provided to you. Any capitalized term that is not defined in this Agreement shall have the meaning set forth in the Plan as it currently exists or as it is amended in the future.

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POWERUS CORPORATION

515 North Flagler Drive, Suite 350

West Palm Beach, Florida 33401

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October 1, 2026

Andrew Fox

[***]

[***]

Dear Andrew:

This letter sets forth our agreement with respect to your continued employment (hereinafter “letter agreement”) with Powerus Corporation, a Nevada corporation (the “Company”).

1. Employment. Your employment with the Company will be upon the terms and conditions set forth in this letter agreement beginning on October 1, 2026 (the “Effective Date”) and ending as provided in Section 4 (the “Employment Period”).

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POWERUS CORPORATION

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (“Agreement”), dated as of [DATE], 2026, is by and between Powerus, Inc., a Nevada corporation (the “Company”) and [NAME OF DIRECTOR/OFFICER] (the “Indemnitee”).

WHEREAS, Indemnitee is [a director/an officer] of the Company;

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies;

WHEREAS, the board of directors of the Company (the “Board”) has determined that enhancing the ability of the Company to retain and attract as directors and officers the most capable persons is in the interests of the Company and that the Company therefore should seek to assure such persons that indemnification and insurance coverage is available; and

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POWERUS CORPORATION

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2026 EQUITY INCENTIVE PLAN

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1. Purpose. The purpose of the PowerUS Corporation 2026 Equity Incentive Plan (the “Plan”) is to attract and retain the best available personnel for positions of responsibility with the Company, to provide additional equity incentives to them and align their interests with those of the Company’s stockholders, and to thereby promote the Company’s long-term business success.

2. Definitions. In this Plan, the following definitions will apply.

(a) “Affiliate” means any entity that is a Subsidiary of the Company.

(b) “Agreement” means the written or electronic agreement or notice containing the terms and conditions applicable to each Award granted under the Plan, including all amendments thereto. An Agreement is subject to the terms and conditions of the Plan.

(c) “Award” means a grant made under the Plan in the form of Options, Stock Appreciation Rights, Restricted Stock, Stock Units or an Other Stock-Based Award.

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(d) “Board” means the Board of Directors of the Company.

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POWERUS CORPORATION

515 North Flagler Drive, Suite 350

West Palm Beach, Florida 33401

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October 1, 2026

Brett Velicovich

[***]

[***]

Dear Brett:

This letter sets forth our agreement with respect to your continued employment (hereinafter “letter agreement”) with Powerus Corporation, a Nevada corporation (the “Company”).

1. Employment. Your employment with the Company will be upon the terms and conditions set forth in this letter agreement beginning on October 1, 2026 (the “Effective Date”) and ending as provided in Section 4 (the “Employment Period”).

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POWERUS CORPORATION

**2026 EQUITY INCENTIVE PLAN **

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Restricted Stock Unit Award Agreement

Grant Notice

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Powerus Corporation (the “Company”), pursuant to its 2026 Equity Incentive Plan (the “Plan”), hereby grants an Award of restricted stock units (“RSUs”) to you, the Participant named below. The terms and conditions of this Award are set forth in this Restricted Stock Unit Award Agreement, consisting of this Grant Notice and the Terms and Conditions on the following pages (the “Agreement”), and in the Plan document, a copy of which has been provided to you. Any capitalized term that is used but not defined in this Agreement shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.

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PELTHOS THERAPEUTICS INC.

2026 EQUITY INCENTIVE PLAN

1.    PURPOSE

(a)    The purpose of this 2026 Equity Incentive Plan (the “Plan”) is to encourage key service providers of Pelthos Therapeutics Inc. (the “Company”) and its Subsidiaries (as defined below) to continue their association with the Company by providing favorable opportunities for them to participate in the ownership of the Company and its Subsidiaries and in its future growth through the granting of equity ownership opportunities and incentives based on the Company’s Common Stock (as defined below) that are intended to align their interests with those of the Company’s shareholders (“Awards”). Each person who is granted an Award under the Plan is deemed a “Participant.” On the Effective Date, this Plan will replace and supersede in its entirety the Pelthos Therapeutics Inc. 2023 Equity Incentive Plan, as amended and restated (the “Prior Plan”); provided, however, that awards outstanding under the Prior Plan as of the Effective Date shall remain outstanding in accordance with their terms. After the Effective Date, no mo

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