Browse EX-10 agreements

**Exhibit 10.7 **

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SECURITIES PURCHASE AGREEMENT

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This Securities Purchase Agreement (this "Agreement") is dated as of July 17, 2024, by and between Thoughtful Media Group Incorporated, a Nevada corporation (the "Company"), and each lender party that executes the signature page hereto as a purchaser (each, a "Purchaser" and collectively, the "Purchasers").

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an exemption from the registration requirements of Section 5 of the Securities Act, as defined, contained in Section 4(a)(2) thereof and/or Rule 506(b) thereunder, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows:

ARTICLE l. DEFINITIONS

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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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AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF MAY 25, 2026

AMONG

WHITEHAWK INCOME CORPORATION

AS PARENT,

WHITEHAWK INCOME OPERATING PARTNERSHIP L.P.

AS BORROWER,

CAPITAL ONE, NATIONAL ASSOCIATION,

AS ADMINISTRATIVE AGENT AND

ISSUING BANK

AND

THE LENDERS PARTY HERETO

CAPITAL ONE, NATIONAL ASSOCIATION,

AS JOINT LEAD ARRANGER AND SOLE BOOKRUNNER

U.S. BANK NATIONAL ASSOCIATION,

AS JOINT LEAD ARRANGER

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TABLE OF CONTENTS

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INNIO N.V. 2026 Incentive Award Plan

SHARE Option Grant Notice

Capitalized terms not specifically defined in this Share Option Grant Notice (the “Grant Notice”) have the meanings given to them in the 2026 Incentive Award Plan (as amended from time to time, the “Plan”) of INNIO N.V. (the “Company”).

The Company hereby grants to the participant listed below (“Participant”) the share option described in this Grant Notice (the “Option”), subject to the terms and conditions of the Plan and the Share Option Agreement attached hereto as Exhibit A (the “Agreement”), including any special provisions for Participant’s country of residence, if any, attached to the Agreement as Exhibit A-1 (the “Country Provisions”), each of which are incorporated into this Grant Notice by reference.

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Dienstvertrag	Service Contract

zwischen	between

INNIO Holding GmbH
Nymphenburger Straße 5
80335 München/Munich
Deutschland/Germany

– im Folgenden „Gesellschaft“ genannt –	– hereinafter referred to as „Company“ –

und	and

Herrn/Mr Dr Dennis Schulze
Schulstraße 64
82166 Gräfelfing
Deutschland/Germany

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Dienstvertrag			Service Contract
zwischen			between
INNIO Holding GmbH Nymphenburger Straße 5 80335 München/Munich Deutschland/Germany
– im Folgenden „Gesellschaft“ genannt –			– hereinafter referred to as „Company“ –
und			and
Herrn/Mr Dr Olaf Berlien Amselweg 9 40883 Ratingen, Deutschland/Germany
– im Folgenden			– hereinafter referred to as
“President & CEO, Executive Board Member INNIO N.V.” oder „President & CEO“ genannt;			“President & CEO, Executive Board Member INNIO N.V.” or “President & CEO”;

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Weil, Gotshal & Manges (London) LLP 110 Fetter Lane London EC4A 1AY +44 20 7903 1000 main tel +44 20 7903 0990 main fax weil.com

WARNING: THE TAKING OF THIS DOCUMENT, ANY CERTIFIED COPY THEREOF OR ANY OTHER DOCUMENT WHICH CONSTITUTES SUBSTITUTE DOCUMENTATION OF A TRANSACTION AGREED, ENVISAGED OR OTHERWISE MENTIONED IN THIS DOCUMENT, INCLUDING WRITTEN CONFIRMATIONS OR REFERENCES THERETO, INTO THE REPUBLIC OF AUSTRIA, AS WELL AS THE PRODUCTION IN, OR THE SENDING TO OR FROM, THE REPUBLIC OF AUSTRIA OF ANY OF THE FOREGOING DOCUMENTS, AS WELL AS THE SENDING TO OR FROM THE REPUBLIC OF AUSTRIA OF FAX MESSAGES OR E-MAILS CARRYING AN ELECTRONIC SIGNATURE (WHETHER DIGITALLY, MANUSCRIPT OR OTHERWISE TECHNICALLY REPRODUCED) WHICH REFER TO THIS DOCUMENT OR TO WHICH A COPY OF THIS DOCUMENT IS ATTACHED, MAY TRIGGER AUSTRIAN STAMP DUTY. IN ORDER TO AVOID TRIGGERING AUSTRIAN STAMP DUTY, DO NOT TAKE OR SEND TO OR SET UP IN THE REPUBLIC OF AUSTRIA THIS DOCUMENT OR ANY CERTIFIED COPY THEREOF OR WRITTEN AND SIGNED REFERENCES THERETO OR ANY STAMP DUTY SENSITIVE D

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1

Exhibit 10.3

COMPENSATION POLICY

INNIO N.V.

INTRODUCTION

Article 1

This document sets out the Company's policy concerning the compensation of the Directors.

DEFINITIONS AND INTERPRETATION

Article 2

2.1

In this policy the following definitions shall apply:

Article	An article of this policy.
Board	The Company's board of directors.
Change of Control Benefit	Any compensation or other benefit comprised in a Compensation Package that becomes payable, vests, is settled, becomes exercisable or is triggered in any other manner as a result of a change of control over the Company (as such term may be defined in the applicable agreement, plan or arrangement providing for such compensation or benefit).
Company	INNIO N.V.
Compensation Committee	The compensation committee established by the Board.
Compensation Package	The total compensation package of a Director for services rendered in that capacity.
Director	A member of the Board.

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INNIO N.V. 2026 INCENTIVE AWARD PLAN

ARTICLE I. Purpose

The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capitalized terms used in the Plan are defined in Article XI.

ARTICLE II. Eligibility

Service Providers are eligible to be granted Awards under the Plan, subject to the limitations described herein.

ARTICLE III. Administration and Delegation

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1

exhibit 10.1

INDEMNIFICATION AGREEMENT

between

[name]

as the Officer

and

INNIO N.V.

as the Company

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TABLE OF CONTENTS

1	DEFINITIONS AND INTERPRETATION	3
1.1	Definitions	3
1.2	Interpretation	5
2	INDEMNIFICATION AND INSURANCE	5
2.1	Entitlement to indemnification	5
2.2	Advancements	6
2.3	Limitations	6
2.4	Determination of entitlement to indemnification and advancements	6
2.5	Proceedings	7
2.6	D&O Insurance	7
3	MISCELLANEOUS PROVISIONS	8
3.1	Confidentiality and disclosure	8
3.2	Notices	8
3.3	Entire agreement	9
3.4	No implied waiver	9
3.5	Amendment	9
3.6	Invalidity	9
3.7	No rescission or nullification	9
3.8	No transfer, assignment or encumbrance	9
3.9	Term and termination	10
4	GOVERNING LAW AND JURISDICTION	10
4.1	Governing law	10
4.2	Jurisdiction	10

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INDEMNIFICATION AGREEMENT

THIS AGREEMENT IS MADE ON [DATE] BETWEEN

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APPLIED AEROSPACE & DEFENSE, INC.

2026 OMNIBUS INCENTIVE PLAN

FORM OF

NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT GRANT NOTICE

Pursuant to the terms and conditions of the Applied Aerospace & Defense, Inc. 2026 Omnibus Incentive Plan, as amended from time to time (the “Plan”), Applied Aerospace & Defense, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) the number of Restricted Stock Units (the “RSUs”) set forth below. This award of RSUs (this “Award”) is subject to the terms and conditions set forth herein and in the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.

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