Browse EX-10 agreements

ONE NUCLEAR ENERGY INC. 2026 EQUITY AND INCENTIVE PLAN

1. Purpose. The purpose of the ONE Nuclear Energy Inc. 2026 Equity and Incentive Plan (the “Plan”) is to provide a means through which the Company and its Affiliates (each as defined below) may attract and retain key personnel and align their interests with those of the Company’s shareholders by providing them the opportunity to acquire and maintain an equity interest in the Company, or be paid incentive compensation, which may (but need not) be measured by reference to the value of Common Shares (as defined below).

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

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LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of September 23, 2026, by and between (i) ONE Nuclear Energy Inc., a Delaware corporation (formerly known as Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company) (the “Company”), and (ii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the BCA (as defined herein). Company and Holder may be referred to herein individually as a “Party” and collectively as the “Parties.”

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FORM OF

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is made and entered into as of September 23 , 2026 (the “Effective Date”), by and between ONE Nuclear Energy Inc., a Delaware corporation (the “Company”), and _________________________________ (“Indemnitee”).

WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available;

WHEREAS, Indemnitee is a director or officer of the Company;

WHEREAS, both the Company and Indemnitee recognize the substantial risk of litigation and other claims that may be asserted against directors and officers of corporations; and

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AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 23, 2026, is made and entered into by and among ONE Nuclear Energy Inc., a Delaware corporation (formerly known as Hennessy Capital Investment Corp. VII, a Cayman Islands exempted company) (the “Company”), HC VII Sponsor LLC, a Nevada limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“Cohen”), Loop Capital Markets LLC (“Loop Capital Markets”) and Clear Street LLC (“Clear Street” and, together with Cohen and Loop Capital Markets, the “IPO Underwriters”), each of the undersigned parties listed under “Other Existing Holders” on the signature pages hereto (each such party, together with the Sponsor and the IPO Underwriters, the “Existing Holders”) and each of the undersigned parties listed under “New Holders” on the signature pages hereto (collectively, the “New Holders” and collectively with the Existing Holders and any person or entity who hereafte

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PROMISSORY NOTE – AMENDMENT NO. 7

Dated as of September 23, 2026

Principal Amount: Up to $276,749.38

Reference is hereby made to that certain Promissory Note, dated February 18, 2026, and as amended by Amendment No. 1, dated March 31, 2026, by Amendment No. 2, dated June 4, 2026, by Amendment No. 3, dated July 6, 2026, by Amendment No. 4, dated July 9, 2026, by Amendment No. 5, dated July 22, 2026, and by Amendment No. 6, dated August 9, 2026, entered into by the Borrower and the Lender (collectively, the “Note”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Note.

The parties hereby agree that Section 1(a) of the Note is hereby amended to reflect that the Borrower may request Advances up to an aggregate principal amount of $276,749.38, subject to a partial repayment of $100,000 paid by the Borrower and Received by the Lender on September 23, 2026.

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Ann Anthony Employment Agreement v6 (final).docx

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), which becomes effective upon the completion of the merger between ONE Nuclear Energy LLC and Hennessy Capital Investment Corp VII (the “Effective Date”), is made and entered into by and between ONE Nuclear Energy, Inc. (the “Company”) and Ann Anthony (“Executive”).

WHEREAS, the Company desires to employ Executive, and Executive desires to accept such employment, upon and subject to the terms and conditions of this Agreement.

WHEREAS, the Executive acknowledges that by virtue of their position with the Company, they will have access to Company Confidential and Proprietary Information and Customer Relationships, as those terms are defined by this Agreement or otherwise interpreted under Florida law.

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CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K, BECAUSE IT IS BOTH NOT MATERIAL AND THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

EXECUTION COPY

ORDER NO. 2-1

Exchange-Traded Derivatives based on Volatility/BuyWrite/Variance Shared IP Indices

THIS Order No. 2-1 (this “Order”) is entered into as of September 28, 2026 (the “Commencement Date”) by and between:

	(I)	S&P Opco, LLC, a New York limited liability company, having a place of business at 55 Water Street, New York, NY 10041, USA (“S&P”); and

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CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K, BECAUSE IT IS BOTH NOT MATERIAL AND THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED PURSUANT TO ITEM 601(B)(10). “[*]” INDICATES THAT PERSONALLY IDENTIFIABLE INFORMATION HAS BEEN REDACTED PURSUANT TO ITEM 601(A)(6) OF REGULATION S-K.

EXECUTION COPY

MASTER LICENSE AGREEMENT

This Master License Agreement (this “Master Agreement”) is entered into effective as of September 28, 2026 (the “Effective Date”) between:

	(I)	S&P Opco, LLC, a New York limited liability company having an office at 55 Water Street, New York, New York 10041 (“S&P”);

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CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K, BECAUSE IT IS BOTH NOT MATERIAL AND THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED PURSUANT TO ITEM 601(B)(10). “[*]” INDICATES THAT PERSONALLY IDENTIFIABLE INFORMATION HAS BEEN REDACTED PURSUANT TO ITEM 601(A)(6) OF REGULATION S-K.

EXECUTION COPY

ORDER NO. 1-1

S&P 500 Index

THIS Order No. 1-1 (this “Order”) is entered into as of September 28, 2026 (the “Commencement Date”) by and between:

	(I)	S&P Opco, LLC, a New York limited liability company, having a place of business at 55 Water Street, New York, NY 10041, USA (“S&P”); and

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To: David Lazar

From: Aterian, Inc.

Date: September 29, 2026

Subject: Retention Bonus Opportunity

Aterian, Inc. (the “Company”) views you as a valued member of our team, and we need you to help the Company during its continued transition and search of expanded business models. To recognize your service to the Company, and to retain your ongoing and future services relationship with the Company, we are pleased to present you with a retention bonus opportunity, subject to the terms and conditions set forth below. We appreciate your commitment to the Company. To accept this retention bonus opportunity, please sign, date and return this letter.

TERMS AND CONDITIONS

1. Retention Bonus.

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[DEALER_ADDRESS]

[TRADE_DATE]

To:	Delek US Holdings, Inc.

310 Seven Springs Way, Suite 500

Brentwood, Tennessee 37027

Attention: Robert Wright

Re: [BASE][ADDITIONAL] Call Option Transaction

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [DEALER] (“Dealer”), [DEALER_AGENT] and** **Delek US Holdings, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

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THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

Principal Amount: Up to US$400,000	Dated as of September 25, 2026

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