Browse EX-10 agreements

-1- 126967663v5 CONSENT AND AMENDMENT This CONSENT AND AMENDMENT (this “Consent”) is made and entered into as of July 12, 2022 (the “Effective Date”) by and among KWS Solar Term Parent 1, LLC, a Delaware limited liability company (“KWS 1”), KWS Solar Term Parent 2, LLC, a Delaware limited liability company (“KWS 2”), KWS Solar Term Parent 3, LLC, a Delaware limited liability company (“KWS 3”), and Spruce Power 3 Holdco, LLC, a Delaware limited liability company (“SP3”, together with KWS 1, KWS 2 and KWS 3, the “Co-Borrowers”), KeyBank National Association (the “Administrative Agent”) and the undersigned Lenders. Capitalized terms used but not otherwise defined within the body of this Consent shall have the meanings given to them in the Credit Agreement (defined below). WHEREAS, the Co-Borrowers, the Administrative Agent and the Lenders are parties to that certain Amended and Restated Credit Agreement, dated as of March 19, 2021, as amended by that certain Omnibus Amendment and Accession, dated as of April 8, 2022 (the “Credit Agreement”); WHEREAS, the Boardwalk Borrower is party to the Boardwalk Credit Agreement, dated as of May 14, 2020, among the Boardwalk Borrower, Silicon Valley Bank, and the lenders party thereto, and in consultation with and with agreement from relevant Affiliates, desires to amend and restate the Boardwalk Credit Agreement pursuant to a proposed Amended and Restated Credit Agreement, dated as of the Effective Date (the “A&R Boardwalk Credit Agreement”), and the Boardwalk Borrower is a “Subsidiary” of the Co-Borrowers under the Credit Agreement;

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Spruce Power | 820 Gessner Rd Ste 500 | Houston TX 77024 sprucepower.com June 22, 2026 Bobby Owens Via email Dear Bobby: On behalf of Spruce Power, I am pleased to extend to you our offer of employment. This offer supersedes any prior representations or understandings, whether expressed orally or in writing. The terms of your employment with Spruce Power will be as follows: Position: You will be the General Counsel reporting to Chris Hayes, our Chief Executive Officer. The location of this employment is Spruce’s headquarters in Houston, TX. This is a full-time position, and you will be classified as exempt. This position is primarily responsible for all legal operations. However, your actual responsibilities will vary as Spruce’s needs may require. Start Date: Your regular employment date will be determined by mutual agreement following your acceptance of this offer. Please note that prior to, or on, your first day of work you will need to present documentation that establishes your identity and employment eligibility. Compensation: You will receive an annual salary of $325,000, payable bi-weekly. Your annual Short-Term Incentive Plan (“STIC”) bonus target shall be 60% of your annual salary, typically payable during the first calendar quarter of the subsequent calendar year (e.g. Q1 2027 for your 2026 annual bonus) on the same date that other executive annual bonuses are paid by the Company (the “Payment Date”). However, your 2026 bonus will be pro-rated based on your start date. All compensation payable to you is subject to applicable tax withholdings. Sign-on Award: You

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Exhibit 10.10

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AUDIOEYE, INC.

2020 EQUITY INCENTIVE PLAN

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Performance Stock Unit Agreement

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AudioEye, Inc. (the “Company”), pursuant to its 2020 Equity Incentive Plan (the “Plan”), hereby grants an award of Performance Stock Units to you, the Participant named below.  The terms and conditions of this Award are set forth in this Performance Stock Unit Agreement (the “Agreement”), consisting of this cover page, the Terms and Conditions on the following pages and the attached Exhibit A, 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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Exhibit 10.9

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AUDIOEYE, INC.

2020 EQUITY INCENTIVE PLAN

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Restricted Stock Unit Agreement

(Non-Employee Director Annual Awards)

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AudioEye, Inc. (the “Company”), pursuant to its 2020 Equity Incentive Plan (the “Plan”), hereby grants an award of Restricted Stock Units to you, the Participant named below.  The terms and conditions of this Award are set forth in this Restricted Stock Unit Award Agreement (the “Agreement”), consisting of this cover page and the 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 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.

Name of Participant:

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AUDIOEYE, INC.

2020 EQUITY INCENTIVE PLAN

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Restricted Stock Unit Award Agreement

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AudioEye, Inc. (the “Company”), pursuant to its 2020 Equity Incentive Plan (the “Plan”), hereby grants an award of Restricted Stock Units to you, the Participant named below.  The terms and conditions of this Award are set forth in this Restricted Stock Unit Award Agreement (the “Agreement”), consisting of this cover page and the 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 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.

Name of Participant:[_______________________]
Number of Restricted Stock Units:[______]		Grant Date:[ ________ ], 20 [ __ ]
Vesting Schedule:

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Exhibit 10.7

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AUDIOEYE, INC.

2020 EQUITY INCENTIVE PLAN

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Performance Stock Unit Agreement

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AudioEye, Inc. (the “Company”), pursuant to its 2020 Equity Incentive Plan (the “Plan”), hereby grants an award of Performance Stock Units to you, the Participant named below.  The terms and conditions of this Award are set forth in this Performance Stock Unit Agreement (the “Agreement”), consisting of this cover page, the Terms and Conditions on the following pages and the attached Exhibit A, 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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AUDIOEYE, INC.

2020 EQUITY INCENTIVE PLAN

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Restricted Stock Unit Award Agreement

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AudioEye, Inc. (the “Company”), pursuant to its 2020 Equity Incentive Plan (the “Plan”), hereby grants an award of Restricted Stock Units to you, the Participant named below.  The terms and conditions of this Award are set forth in this Restricted Stock Unit Award Agreement (the “Agreement”), consisting of this cover page and the 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 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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Name of Participant:DAVID MORADI
Number of Restricted Stock Units:58,000	Grant Date:May 4, 2026

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AUDIOEYE, INC.

2020 EQUITY INCENTIVE PLAN

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Performance Stock Unit Agreement

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AudioEye, Inc. (the “Company”), pursuant to its 2020 Equity Incentive Plan (the “Plan”), hereby grants an award of Performance Stock Units to you, the Participant named below.  The terms and conditions of this Award are set forth in this Performance Stock Unit Agreement (the “Agreement”), consisting of this cover page, the Terms and Conditions on the following pages and the attached Exhibit A, 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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AUDIOEYE, INC.

2020 EQUITY INCENTIVE PLAN

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Restricted Stock Unit Award Agreement

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AudioEye, Inc. (the “Company”), pursuant to its 2020 Equity Incentive Plan (the “Plan”), hereby grants an award of Restricted Stock Units to you, the Participant named below.  The terms and conditions of this Award are set forth in this Restricted Stock Unit Award Agreement (the “Agreement”), consisting of this cover page and the 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 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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Name of Participant:KELLY GEORGEVICH
Number of Restricted Stock Units:50,000	Grant Date:May 4, 2026

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INTUITIVE MACHINES, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of February 13, 2023 THE LIMITED LIABILITY COMPANY INTERESTS REPRESENTED BY THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH LIMITED LIABILITY COMPANY INTERESTS 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. Exhibit 10.1

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TABLE OF CONTENTS Page Article I. DEFINITIONS 3 Article II. ORGANIZATIONAL MATTERS 20 Section 2.01 Formation and Re-Domiciliation of Company 20 Section 2.02 Second Amended and Restated Limited Liability Company Agreement 20 Section 2.03 Name 21 Section 2.04 Purpose; Powers 21 Section 2.05 Principal Office; Registered Office 21 Section 2.06 Term 21 Section 2.07 No State-Law Partnership 21 Section 2.08 Liability 22 Article III. MEMBERS; UNITS; CAPITALIZATION 22 Section 3.01 Members 22 Section 3.02 Units 22 Section 3.03 Recapitalization; the Corporation’s Capital Contribution; the Corporation’s Purchase of Common Units and Unvested Earn Out Units. 25 Section 3.04 Authorization and Issuance of Additional Units and Warrants 25 Section 3.05 Repurchase or Redemption 27 Section 3.06 Certificates 28 Section 3.07 Negative Capital Accounts 28 Section 3.08 No Withdrawal 28

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LOAN AGREEMENT Dated as of May 1, 2026 By and Among MIH PROPCO LLC, MIH ROOKERY LLC, and MIH HAMMOCK BAY LLC, each a Delaware limited liability company, collectively, as Borrower, MIH OPCO LLC, a Delaware limited liability company, as Operating Lessee and WELLS FARGO BANK, NATIONAL ASSOCIATION and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, collectively, as Lender Exhibit 10.2

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i TABLE OF CONTENTS Page ARTICLE I – DEFINITIONS; PRINCIPLES OF CONSTRUCTION. ........................................ 1 Section 1.1 Definitions.................................................................................................. 1 Section 1.2 Principles of Construction........................................................................ 55 ARTICLE II ................................................................................................................................. 55 ARTICLE II - GENERAL TERMS ............................................................................................. 55 Section 2.1 Loan Commitment; Disbursement to Borrower ...................................... 55 Section 2.2 Interest Rate ............................................................................................. 55 Section 2.3 Loan Payment .......................................................................................... 62 Section 2.4 Prepayments ............................................................................................. 63 Section 2.5 Intentionally Omitted

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AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

MIH MEMBER LLC

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

(together with the schedule attached hereto, this “Agreement”) of MIH Member LLC, a Delaware limited liability company (the “Company”), is made and entered into as of May 1, 2026, by and among the persons and entities listed as members of the Company on Schedule A hereto (as such schedule is supplemented or amended from time to time) (such persons and entities and any substitute or additional member being referred to herein each as a “Member” and collectively as the “Members”), Sculptor Real Estate Parallel Fund V D Co-Investments, LP, a Delaware limited partnership, and Sculptor Real Estate Fund V C Co-Investments, LP, a Delaware limited partnership (each, a “New Member” and collectively, the “New Members”), and Sculptor Real Estate MI Fund, LP, a Delaware limited partnership (the “MI Fund”), as the Managing Member (as defined herein).

R E C I T A L S:

WHEREAS, the Company was formed under the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et. seq., as the same may be amended from time to time (the “Act”), pursuant to a Certificate of Formation of the Company filed with the office of the Secretary of State of the State of Delaware on March 6, 2026;

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