Browse EX-10 agreements

June 10, 2026

 

OCEAN CAPITAL ACQUISITION CORP 1209 Orange Street

Wilmington, Delaware 19801

 

Re: Administrative Services Agreement

 

Ladies and Gentlemen:

 

This Administrative Services Agreement (this “Agreement”) by and between Ocean Capital Acquisition Corp, a British Virgin Islands business company (the “Company”) and SB Capital Holding Corporation (the “Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 to be filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Provider shall make available, or shall cause to be made available, to the Company, at 1209 Orange Street, Wilmington, Delaware 19801, United States of America (or any successor location or other e

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THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

SECOND AMENDED AND RESTATED PROMISSORY NOTE

 

Not to Exceed $300,000

  

June 12, 2026

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EXCHANGE AGREEMENT

 

This Exchange Agreement (the “Agreement”) is entered into as of the date set forth on the signature pages below, by and among Ucommune International Ltd, an exempted company incorporated under the laws of the Cayman Islands with offices located at No. 12 Taiyanggong Middle Road, Guancheng Building, 10th Floor, Chaoyang District, Beijing 100028, the People’s Republic of China (the “Company”) and the investor signatory hereto (the “Holder”), with reference to the following facts:

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SIXTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

ENCHANTED ROCK HOLDINGS, LLC

a Delaware limited liability company

dated as of June 9, 2026

 

 

THE LIMITED LIABILITY COMPANY INTERESTS IN ENCHANTED ROCK HOLDINGS, LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE BEEN OR ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH INTERESTS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE AND ANY OTHER APPLICABLE SECURITIES LAWS; (II) THE TERMS AND CONDITIONS OF THIS SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT; AND (III) ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BETWEEN THE COMPANY AND THE APPLICABLE MEMBER. THE LIMITED LIABILITY COMPANY INTERESTS MAY NOT BE TRANSF

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TAX RECEIVABLE AGREEMENT

among

EROCK, INC.,

a Delaware corporation,

ENCHANTED ROCK HOLDINGS, LLC,

a Delaware limited liability company,

and

CERTAIN OTHER PERSONS NAMED HEREIN

dated as of June 11, 2026

 

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Table of Contents

 

 

 

 

  

Page

 

Article I DETERMINATION OF REALIZED TAX BENEFIT

  

 

4

 

Section 1.01

 

Realized Tax Benefit and Realized Tax Detriment

  

 

4

 

Section 1.02

 

Assumptions, Conventions, and Principles for Calculations

  

 

4

 

Section 1.03

 

Procedures Relating to Calculation of Tax Benefits

  

 

6

 

Article II TAX BENEFIT PAYMENTS, THE CONSOLIDATED GROUP, AND TRANSFERS OF CORPORATE ASSETS

  

 

9

 

Section 2.01

 

Payments

  

 

9

 

Section 2.02

 

No Duplicative Payments

  

 

9

 

Section 2.03

 

Order of Payments

  

 

9

 

Section 2.04

 

No Escrow or Clawback; Reduction of Future Payments

  

 

10

 

Section 2.05

 

Admission of PubCo into a Consolidated Group; Transfers of Corporate Assets

  

 

10

 

Article III EARLY TERMINATIONS AND CHANGE OF CONTROL

  

 

12

 

Section 3.01

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EROCK, INC.

2026 EQUITY INCENTIVE PLAN

 

1.

Purpose

The purpose of this ERock, Inc. 2026 Equity Incentive Plan (the “Plan”) is to promote and closely align the interests of employees, officers, non-employee directors and other individual service providers of ERock, Inc. and its stockholders by providing stock-based compensation and other performance-based compensation. The objectives of the Plan are to attract and retain the best available employees, officers, non-employee directors and other individual service providers for positions of substantial responsibility and to motivate Participants to optimize the profitability and growth of the Company through incentives that are consistent with the Company’s goals and that link the personal interests of Participants to those of the Company’s stockholders. The Plan provides for the grant of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units and Other Stock-Based Awards and for Incentive Bonuses, which may be paid in cash, Common Stock or a combination thereof, as determined by the Commi

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EROCK, INC.

EXECUTIVE SEVERANCE PLAN

1. Purpose. The purpose of the ERock, Inc. Executive Severance Plan (the “Plan”) is to provide severance benefits to certain employees of ERock, Inc. and its Affiliates in the event of a Qualifying Termination or Change in Control Qualifying Termination. The Plan is maintained for the purpose of providing benefits for a select group of management or highly compensated employees.

2. Definitions.

(a) “Affiliate” means any entity in which the Company has a substantial direct or indirect equity interest.

(b) “Base Salary” means the Participant’s annualized base salary, as in effect immediately before the Participant’s termination of employment (without regard to any reduction that constitutes Good Reason), excluding overtime, bonuses, incentive compensation or any other special payments.

(c) “Board” means the Board of Directors of the Company.

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COOPERATION AND EARNOUT AGREEMENT

 

This Cooperation and Earnout Agreement (this “Agreement”) is made and entered into as of June 10, 2026 (the “Effective Date”), by and between NEXTTRIP, INC., a Nevada corporation (“NextTrip”), and YADA COMMERCE INC, a Florida corporation (“YADA”). NextTrip and YADA are referred to herein individually as a “Party” and collectively as the “Parties.”

 

RECITALS

 

WHEREAS, pursuant to that certain Stock Purchase Agreement by and among the applicable parties thereto (the “Purchase Agreement”), NextTrip has acquired a controlling ownership interest in YADA;

 

WHEREAS, in connection with the transactions contemplated by the Purchase Agreement, the Parties desire to establish a long-term strategic commercial relationship involving social commerce, creator engagement, travel commerce, media monetization, music artist promotional events, sponsorships, loyalty programs and related activities;

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STOCK PURCHASE AGREEMENT

 

This Stock Purchase Agreement (this “Agreement”) is made and entered into as of June 10, 2026 (the “Effective Date”), by and among NEXTTRIP, INC., a Nevada corporation (“Buyer” or “NextTrip”), YADA COMMERCE INC, a Florida corporation (the “Company”), and HIGH CLASS HOLDINGS LLC and CARBON CAPITAL CORP the current shareholders of the Company (the “YADA Founding Shareholders”) listed on Schedule A (collectively, the “Sellers”, and each, a “Seller”). Buyer, the Company, and Sellers are referred to herein individually as a “Party” and collectively as the “Parties”.

 

RECITALS

 

WHEREAS, Sellers own of record and beneficially one hundred percent (100%) of the issued and outstanding shares of the Company, as more particularly set forth on Schedule A;

 

WHEREAS, the Company operates a social commerce, influencer marketing, creator engagement, and TikTok Partner Agency business;

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INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [●], 2026, by and between SAMOS ENERGY ACQUISITION CORPORATION, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).

 

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or officers 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 such corporations;

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