Browse EX-10 agreements

** Exhibit 10.5**

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2026 RSU Award Agreement

RESTRICTED STOCK UNIT AWARD AGREEMENT

UNDER THE

FERMI INC.

2025 LONG-TERM INCENTIVE PLAN

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1. Award of Awarded Units. Pursuant to the Fermi Inc. 2025 Long-Term Incentive Plan (the “Plan”) for Employees, Contractors, and Outside Directors of Fermi Inc., a Texas corporation (the “Company”) and its Subsidiaries, the Company hereby grants to

** **

[_]

(the “Participant”)

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FORM OF EMPLOYMENT AGREEMENT

This **EMPLOYMENT AGREEMENT **(this “Agreement”) is dated as of [_], 2026, and is entered into by and between Jacobo Ortiz (“Executive”) and Fermi Inc., a Texas corporation (the “Company”). The Company and Executive shall be referred to herein as the “Parties.”

RECITALS

WHEREAS, Executive is currently employed by the Company as Chief Operating Officer;

WHEREAS, the Company and Executive desire to set forth in writing the terms and conditions of their agreement and understandings with respect to Executive’s employment by the Company, which, as of the Effective Date (as defined below), shall supersede and replace in their entirety the terms and conditions of Executive’s employment with the Company prior to the Effective Date, including that certain Employment Agreement between Executive and the Company dated September 30, 2025 (the “Prior Agreement”); and

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FORM OF EMPLOYMENT AGREEMENT

This **EMPLOYMENT AGREEMENT **(this “Agreement”) is dated as of [_], 2026, and is entered into by and between Rob Masson (“Executive”) and Fermi Inc., a Texas corporation (the “Company”). The Company and Executive shall be referred to herein as the “Parties.”

RECITALS

WHEREAS, the Company desires to employ Executive as Chief Financial Officer and Executive desires to serve the Company in such capacity;

WHEREAS, the Company and Executive desire to set forth in writing the terms and conditions of their agreement and understandings with respect to Executive’s employment by the Company; and

WHEREAS, the Company hereby employs Executive, and Executive hereby accepts employment with the Company for the period and upon the terms and conditions contained in this Agreement.

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FORM OF EMPLOYMENT AGREEMENT

This **EMPLOYMENT AGREEMENT **(this “Agreement”) is dated as of [_], 2026, and is entered into by and between Anna Bofa (“Executive”) and Fermi Inc., a Texas corporation (the “Company”). The Company and Executive shall be referred to herein as the “Parties.”

RECITALS

WHEREAS, Executive is currently employed by the Company as Chief Commercial Officer;

WHEREAS, the Company and Executive desire to set forth in writing the terms and conditions of their agreement and understandings with respect to Executive’s employment by the Company, which, as of the Effective Date (as defined below), shall supersede and replace in their entirety the terms and conditions of Executive’s employment with the Company prior to the Effective Date, including that certain Employment Agreement between Executive and the Company dated May 1, 2026 (the “Prior Agreement”); and

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FORM OF INDEMNIFICATION AGREEMENT

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**THIS INDEMNIFICATION AGREEMENT **(this “Agreement”) is made and entered into as of _________, 2026 between Fermi Inc., a Texas corporation (the “Company”), and the counterparty identified on the signature page hereto (“Indemnitee”).

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WHEREAS, highly competent persons have become more reluctant to serve corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

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SLM Corporation 2021 Omnibus Incentive Plan

2026 Independent Director Restricted Stock Agreement

Pursuant to the terms and conditions of the SLM Corporation 2021 Omnibus Incentive Plan (the “Plan”), SLM Corporation (the “Corporation”) hereby grants to _______________(the “Grantee”) _____ shares of common stock of the Corporation, par value $0.20 (the “Restricted Stock”), on June 16, 2026 (the “Grant Date”) subject to the terms and conditions below. All capitalized terms used herein that are not defined shall have the meanings as set forth in the Plan.

100 percent of the Restricted Stock is subject to a risk of forfeiture and is non-transferable on the Grant Date.

Upon the Corporation’s 2027 annual meeting of stockholders (the “Vesting Event”), 100 percent of the Restricted Stock will vest and become transferable unless vested earlier as set forth below.

The Restricted Stock will vest and become transferable prior to the Vesting Event upon any of the following events: (i) the Grantee’s death or Disability or (ii) upon a Change in Control.

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EXHIBIT 10.3

THIS EXHIBIT 10.3 INCLUDES CERTAIN IDENTIFIED INFORMATION THAT HAS BEEN REDACTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. WHERE INFORMATION HAS BEEN REDACTED, IT HAS BEEN SO INDICATED BY A “[***]”.

EQUIPMENT SUPPLY CONTRACT

By and Between

LIBERTY ADVANCED EQUIPMENT TECHNOLOGIES LLC

And

WÄRTSILÄ NORTH AMERICA, INC.

REGARDING

SUPPLY AND DELIVERY OF POWER PLANT EQUIPMENT
AND

TECHNICAL ASSISTANCE FOR INSTALLATION AND COMMISSIONING

Dated as of June 22, 2026

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EQUIPMENT SUPPLY CONTRACT

This Equipment Supply Contract (this “Agreement”), is made and entered into as of this 22nd
day of June, 2026 (the “Effective Date”), by and between:

LIBERTY ADVANCED EQUIPMENT TECHOLOGIES LLC a company organized and existing under the laws of Texas with offices located at 950 17th Street, Suite 2400, Denver, Colorado 80202 (“Buyer”); and

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EXHIBIT 10.2

THIS EXHIBIT 10.2 INCLUDES CERTAIN IDENTIFIED INFORMATION THAT HAS BEEN REDACTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. WHERE INFORMATION HAS BEEN REDACTED, IT HAS BEEN SO INDICATED BY A “[***]”.

____________________________________

SUPPLY CONTRACT

___________________________________________

Between

BERGEN ENGINES AS

(hereinafter called the CONTRACTOR)

and

LIBERTY ADVANCED EQUIPMENT TECHNOLOGIES LLC

(hereinafter called the PURCHASER)

PROJECT NAME: [***]

Page 1 of 50

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Contract Reference: [***]

Contractor Reference number:[***]

TABLE OF CONTENTS    PAGE NUMBER

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EXHIBIT 10.1

THIS EXHIBIT 10.1 INCLUDES CERTAIN IDENTIFIED INFORMATION THAT HAS BEEN REDACTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. WHERE INFORMATION HAS BEEN REDACTED, IT HAS BEEN SO INDICATED BY A “[***]”.

___________________________________________

SUPPLY CONTRACT

___________________________________________

Between

BERGEN ENGINES AS

(hereinafter called the CONTRACTOR)

and

LIBERTY ADVANCED EQUIPMENT TECHNOLOGIES LLC

(hereinafter called the PURCHASER)

PROJECT NAME: [***]

Page 1 of 48

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Contract Reference: [***]

Contractor Reference number:[***]

TABLE OF CONTENTS    PAGE NUMBER

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Preamble X Capital I, a series of Preamble X Capital LLC

CONFIDENTIAL SERIES LLC PACKET

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TABLE OF CONTENTS

Fund Definitions		2
Member Information Sheet to Subscription Agreement		7
	Relevant disclaimers	8
Schedule A: Fund Private Placement Memorandum		9
Schedule B: Operating Agreement		78
Schedule C: Fund Subscription Agreement		135

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78158849-2

Exhibit 10.3

ExecutionVersion

21 July2026

SharePledgeAgreement

(VerpfändungvonGeschäftsanteilenaneinerSocietasEuropaea)

between

ADTRANHOLDINGS,INC.

as Pledgor

and

JPMORGANCHASEBANK,N.A.

as Pledgee

and

ADTRANNETWORKSSE

asPledgedCompany

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78158849-2

2/4

TABLEOFCONTENTS

1. Definitions and Interpretation……………………………… 4

2. Shares………………………………………………………. 7

3. Creation of Pledges………………………………………… 7

4. Security purpose……………………………………………. 9

5. Notification of Pledges to Pledged Company …………… … 9

6. Notification to Depository Bank…………………………… 9

7. Distributions……………………………………………….. 10

8. Exercise of membership rights…………………………….. 11

9. Further Assurance…………………………………………. 11

10. Enforcement……………………………………………….. 11

11. Representations and Warranties…………………………… 14

12. Undertakings of the Pledgor………………………………. 15

13. Release of Security………………………………………. .. 17

14. Waiver of Defence ………………………………………… 17

15. Duration and Independence……………………………… .. 17

16. Notices and Language…………………………………… .. 18

17. Partial invalidity…………………………………………… 19

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