AIRO Group Holdings, Inc. — Form 10-Q

AIRO Group entered an Incentive Agreement with Dangroup ApS (former majority shareholder of Sky-Watch A/S subsidiary) on June 28, 2024, amended December 11, 2024 and June 11, 2026. Core obligations: (1) Annual bonus to Dangroup equal to 20% of Sky-Watch EBITDA, paid within 10 business days of audit approval; (2) Upon AIRO going public, transfer sufficient treasury or newly issued common shares so Dangroup's ownership reaches 5% fully diluted (amended from original earnout structure after Kernel business combination was terminated); (3) Board representation: AIRO must ensure Per-Erik Svehag and Søren Pedersen remain on Sky-Watch board through share issuance, end of initial 5-year term, or full bonus payment; (4) One-time payment of DKK1,340,825 (≈$180K USD) due by December 15, 2026 (already paid per June 2026 amendment). Dangroup remains independent contractor, not employee.