Browse EX-10 agreements

CHARLIE’S HOLDINGS, INC.

Subscription Agreement

This Subscription Agreement (the “Agreement”) is by and between Charlie’s Holdings, Inc., a Nevada corporation (the “Company”) and the undersigned investor (the “Investor”) and is the date the Company executed the signature page hereto (the “Effective Date”). The Investor and the Company are collectively referred to herein as the “parties” or “each party”.

Recitals

WHEREAS, the Company is offering shares of its common stock, par value $0.001 per share (the “Common Stock”), to accredited Investors as follows:

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CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (this “Agreement”) made as of March 6, 2026 (the “Effective Date”),

BETWEEN:

CORDOBA MINERALS CORP.

(the “Company”)

AND:

Quentin Markin

(the “Consultant”)

(together, the “Parties”)

WHEREAS the Company seeks to engage the Consultant to perform services as an interim Chief Executive Officer;

AND WHEREAS the Consultant has agreed to be engaged on a contract-for-services basis and to provide such services to the Company;

NOW THEREFORE, in consideration of the premises, mutual covenants and agreements herein contained and other good and valuable consideration, (the receipt and sufficiency of which are hereby acknowledged by each of the Parties), the Parties agree as follows:

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FORM OF LETTER AGREEMENT

2025 RESTRICTED STOCK

This Letter Agreement (this “Letter Agreement”) is entered into as of [•], 2026, by and among WhiteHawk Income Corporation, a Delaware corporation (the “Company”), WhiteHawk Management, LLC, a Delaware limited liability company (the “Manager”), and WhiteHawk Minerals LLC, a Delaware limited liability company (the “Contributor”).

RECITALS

WHEREAS, the Company and the Manager are parties to that certain Amended and Restated Investment Management Agreement dated as of October 3, 2025 (as the same may be amended, supplemented, or restated from time to time, the “Investment Management Agreement”); and

WHEREAS, pursuant to Section 5(b) of the Investment Management Agreement, the Company granted to the Manager shares of common stock of the Company designated as “2025 Restricted Stock” (as defined in the Investment Management Agreement), subject to certain vesting conditions set forth therein; and

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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 Stephen Pilatzke (the “Executive”).

W I T N E S S E T H

WHEREAS, the Company desires to employ the Executive as Chief Accounting 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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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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