Browse EX-10 agreements

EQUITY INCENTIVE PLAN OF

ORION180 GROUP, INC.

(As of August 7, 2024)

1.Purpose; Eligibility.

1.1General Purpose. The name of this plan is the Equity Incentive Plan of Orion180 Group, Inc. (the “Plan”). The purposes of the Plan are to (a) enable Orion180 Group, Inc., a Florida corporation (the “Company”), to attract and retain the types of Employees who will contribute to the Company’s long range success; (b) provide incentives that align the interests of Employees with those of the shareholders of the Company; and (c) promote the success of the Company’s business and the business of its Affiliates.

1.2Eligible Award Recipients. The persons eligible to receive Awards are certain Employees of the Company and its Affiliates, as determined in the sole discretion of the Committee.

1.3Available Awards. Awards that may be granted under the Plan include Non-Qualified Stock Options.

2.Definitions.

“Affiliate” means a corporation or other entity that, directly or through one or more intermediaries, controls, is controlled by or is under common control with, the Company.

“Applicable Laws” means the requirements related to or implicated by the administration of the Plan under applicable state corporate law, United States federal and state securities laws, the Code and the applicable laws of any foreign country or jurisdiction where Awards are granted under the Plan.

“Award” means any right granted under the Plan, including a Non-Qualified Stock Option.

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EXCHANGE AGREEMENT

This EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of [ l ], 2026 by and among Orion180 Insurance Group Inc., a Texas corporation (the “Company”), and Kenneth Gregg (the “Founder”).

RECITALS

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its shareholders to implement a dual class structure in connection with the Company’s proposed initial public offering of its capital stock in a firm commitment underwritten offering (the “IPO”) pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”);

WHEREAS, in connection with the IPO, the Board has approved an Amended and Restated Certificate of Formation of the Company (the “Amended Charter”), which, among other things, if effected in connection with the IPO, would create two classes of common stock of the Company, Class A common stock, par value $0.001 per share (“Class A Common Stock”), entitling holders to one (1) vote per share and Class B common stock, par value $0.001 per share (“Class B Common Stock”), entitling holders to ten (10) votes per share;

WHEREAS, the Amended Charter further provides that the Company’s common stock, no par value (“Pre-IPO Common Stock”), will, upon the effectiveness of the filing of the Amended Charter (the “Effective Time”), be reclassified as Class A Common Stock (such reclassification, the “Reclassification”);

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REGISTRATION RIGHTS AGREEMENT

BY AND AMONG

ORION180 INSURANCE GROUP INC.

AND

KENNETH GREGG

DATED AS OF [            ], 2026

This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of [         ], 2026, is made by and among:

i.    Orion180 Insurance Group Inc., a Texas corporation (together with any predecessor entities, the “Company”); and

ii.    Kenneth Gregg (together with his Permitted Transferees, the “PrincipalStockholder”).

RECITALS

WHEREAS, the Company has effected the initial public offering (the “IPO”) of the Company’s Class A common stock, par value $0.001 per share (the “Class A Common Stock”), and the transactions contemplated by the Company’s Registration Statement on Form S-1 (File No. 333-[ ò ]);

WHEREAS, in connection with the IPO, the Principal Stockholder will directly hold shares of the Company’s Class A Common Stock and shares of the Company’s Class B common stock, par value $0.001 per share (the “Class B Common Stock”) which are convertible into an equal number of shares of the Company’s Class A Common Stock; and

WHEREAS, the Principal Stockholder has requested, and the Company has agreed to provide, registration rights with respect to the Registrable Securities (as hereinafter defined) as set forth in this agreement.

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Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. “[*]” indicates information that has been redacted.

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PROMISSORY NOTE AND LOAN AGREEMENT

** **

This Promissory Note and Loan Agreement (this “Agreement” or “Note”) is made and entered into as of August 8th, 2026 (the “Effective Date”), by and between: Timothy Dodd, an individual with an address at [*]; and DarkPulse, Inc., a Delaware corporation with its principal address at 3 Columbus Circle, Floor 15, New York, NY 10019 (“Borrower”).

Lender and Borrower may each be referred to individually as a “Party” and collectively as the “Parties.”

	1.	PRINCIPAL AMOUNT

Borrower promises to pay to the order of Lender the principal sum of Eighty Thousand Dollars and 00/100 ($80,000.00) (the “Principal”), together with interest accruing thereon as set forth below, upon the terms and conditions of this Agreement.

	2.	INTEREST

Interest shall accrue on the outstanding Principal balance at a fixed rate of eight percent (8%) per annum, calculated as an annual percentage rate (APR) on the basis of a 365-day year and the actual number of days elapsed, from the Effective Date until the Principal is paid in full.

	3.	REPAYMENT; MATURITY DATE

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** **

Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. “[*]” indicates information that has been redacted.

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PROMISSORY NOTE AND LOAN AGREEMENT

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This Promissory Note and Loan Agreement (this “Agreement” or “Note”) is made and entered into as of August 8th, 2026 (the “Effective Date”), by and between: Paul Ellefson, an individual with an address at [*]; and DarkPulse, Inc., a Delaware corporation with its principal address at 3 Columbus Circle, Floor 15, New York, NY 10019 (“Borrower”).

Lender and Borrower may each be referred to individually as a “Party” and collectively as the “Parties.”

	1.	PRINCIPAL AMOUNT

Borrower promises to pay to the order of Lender the principal sum of One Hundred Thousand Dollars and 00/100 ($100,000.00) (the “Principal”), together with interest accruing thereon as set forth below, upon the terms and conditions of this Agreement.

	2.	INTEREST

Interest shall accrue on the outstanding Principal balance at a fixed rate of eight percent (8%) per annum, calculated as an annual percentage rate (APR) on the basis of a 365-day year and the actual number of days elapsed, from the Effective Date until the Principal is paid in full.

	3.	REPAYMENT; MATURITY DATE

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Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. “[*]” indicates information that has been redacted.

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PROMISSORY NOTE AND LOAN AGREEMENT

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This Promissory Note and Loan Agreement (this “Agreement” or “Note”) is made and entered into as of August 8th, 2026 (the “Effective Date”), by and between: Derrik Ellingson, an individual with an address at [*]; and DarkPulse, Inc., a Delaware corporation with its principal address at 3 Columbus Circle, Floor 15, New York, NY 10019 (“Borrower”).

Lender and Borrower may each be referred to individually as a “Party” and collectively as the “Parties.”

	1.	PRINCIPAL AMOUNT

Borrower promises to pay to the order of Lender the principal sum of One Hundred Thousand Dollars and 00/100 ($100,000.00) (the “Principal”), together with interest accruing thereon as set forth below, upon the terms and conditions of this Agreement.

	2.	INTEREST

Interest shall accrue on the outstanding Principal balance at a fixed rate of eight percent (8%) per annum, calculated as an annual percentage rate (APR) on the basis of a 365-day year and the actual number of days elapsed, from the Effective Date until the Principal is paid in full.

	3.	REPAYMENT; MATURITY DATE

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Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. “[*]” indicates information that has been redacted.

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PROMISSORY NOTE AND LOAN AGREEMENT

(Personal Loan)

* *

This Promissory Note and Loan Agreement (this “Agreement” or “Note”) is made and entered into as of August 8th, 2026 (the “Effective Date”), by and between: Loren Ellefson, an individual with an address at [*]; and DarkPulse, Inc., a Delaware corporation with its principal address at 3 Columbus Circle, Floor 15, New York, NY 10019 (“Borrower”).

Lender and Borrower may each be referred to individually as a “Party” and collectively as the “Parties.”

	1.	PRINCIPAL AMOUNT

Borrower promises to pay to the order of Lender the principal sum of One Million One Hundred Thousand Dollars and 00/100 ($1,100,000.00) (the “Principal”), together with interest accruing thereon as set forth below, upon the terms and conditions of this Agreement.

	2.	INTEREST

Interest shall accrue on the outstanding Principal balance at a fixed rate of eight percent (8%) per annum, calculated as an annual percentage rate (APR) on the basis of a 365-day year and the actual number of days elapsed, from the Effective Date until the Principal is paid in full.

	3.	REPAYMENT; MATURITY DATE

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Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. “[*]” indicates information that has been redacted.

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PROMISSORY NOTE AND LOAN AGREEMENT

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This Promissory Note and Loan Agreement (this “Agreement” or “Note”) is made and entered into as of August 8th, 2026 (the “Effective Date”), by and between: Douglas & Brenda Zink, an individual with an address at [*]; and DarkPulse, Inc., a Delaware corporation with its principal address at 3 Columbus Circle, Floor 15, New York, NY 10019 (“Borrower”).

Lender and Borrower may each be referred to individually as a “Party” and collectively as the “Parties.”

	1.	PRINCIPAL AMOUNT

Borrower promises to pay to the order of Lender the principal sum of One Million Four Hundred Thousand Dollars and 00/100 ($1,400,000.00) (the “Principal”), together with interest accruing thereon as set forth below, upon the terms and conditions of this Agreement.

	2.	INTEREST

Interest shall accrue on the outstanding Principal balance at a fixed rate of eight percent (8%) per annum, calculated as an annual percentage rate (APR) on the basis of a 365-day year and the actual number of days elapsed, from the Effective Date until the Principal is paid in full.

	3.	REPAYMENT; MATURITY DATE

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FAC RECEIVABLES PURCHASE AGREEMENT

CARVANA FAC LLC,

as FAC Seller

and

CARVANA RECEIVABLES DEPOSITOR LLC,

as Purchaser

_____________________________

Dated as of August 25, 2026

_____________________________

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TABLE OF CONTENTS

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ARTICLE I DEFINITIONS								2

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COLLATERAL CUSTODIAN AGREEMENT

CARVANA AUTO RECEIVABLES TRUST 2026-P3,

as Issuing Entity

and

CARVANA AUTO RECEIVABLES GRANTOR TRUST 2026-P3,

as Grantor Trust

and

CARVANA, LLC,

as Administrator

and

BRIDGECREST CREDIT COMPANY, LLC

as Servicer

and

COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

as Collateral Custodian and Indenture Trustee

_____________________________

Dated as of August 25, 2026

_____________________________

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TABLE OF CONTENTS

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ARTICLE I DEFINITIONS; CONSTRUCTION								2

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ADMINISTRATION AGREEMENT

CARVANA AUTO RECEIVABLES TRUST 2026-P3,
as Issuing Entity,

CARVANA AUTO RECEIVABLES GRANTOR TRUST 2026-P3,
as Grantor Trust,

CARVANA, LLC,
as Administrator

and

COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,
as Indenture Trustee

_____________________________

Dated as of August 25, 2026

_____________________________

CRVNA 2026-P3 Administration Agreement

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TABLE OF CONTENTS

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1							CERTAIN DEFINITIONS	1
2							DUTIES OF THE ADMINISTRATOR	2
3							[RESERVED]	4
4							RECORDS	4

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SECOND AMENDED AND RESTATED
GRANTOR TRUST AGREEMENT

CARVANA AUTO RECEIVABLES TRUST 2026-P3,

as Grantor

and

BNY MELLON TRUST OF DELAWARE,

as Grantor Trust Trustee, Grantor Trust Certificate Registrar and Grantor Trust Paying Agent

_____________________________

Dated as of August 25, 2026

_____________________________

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TABLE OF CONTENTS

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ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE								1

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