Browse EX-10 agreements

SECOND LIEN TERM LOAN CREDIT AGREEMENT dated as of December 27, 2024 by and among

HORNBECK OFFSHORE SERVICES, INC., as Borrower

STONEBRIAR COMMERCIAL FINANCE LLC, as Administrative Agent,

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Collateral Trustee

and

THE LENDERS PARTY HERETO

____________________

**NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIENS AND SECURITY INTERESTS GRANTED PURSUANT TO THIS AGREEMENT, AND THE EXERCISE OF ANY RIGHT OR REMEDY BY WILMINGTON TRUST, NATIONAL ASSOCIATION, AS COLLATERAL TRUSTEE (AS DEFINED HEREIN) HEREUNDER, ARE SUBJECT TO THE LIMITATIONS, SUBORDINATION PROVISIONS AND OTHER TERMS OF THE JUNIOR LIEN INTERCREDITOR AGREEMENT, DATED AS OF DECEMBER 27, 2024 (AS AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “ORIGINAL JUNIOR LIEN INTERCREDITOR AGREEMENT”) BY AND AMONG, INTER ALIOS, DNB

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Exhibit 10.8

LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of April 22, 2026 and effective as of the Effective Time (as defined herein) (except as otherwise provided herein), is made and entered into by and among Helix Energy Solutions Group, Inc., a Minnesota corporation (the “Company”), and the undersigned securityholder (the “Holder”) of Hornbeck Offshore Services, Inc., a Delaware corporation (“Hornbeck”).

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TAKEOVER AGREEMENT

This Takeover Agreement (“Agreement”) is made and entered into, by and between Hornbeck Offshore Services, LLC (“Obligee”), on the one hand, and Fidelity & Deposit Company of Maryland and Zurich American Insurance Company (collectively, the “Surety”), on the other hand.

WITNESSETH:

WHEREAS, Gulf Island Shipyards, LLC (“Principal”) and Obligee are parties to a Vessel Construction Agreement (collectively with the drawings, specifications, all fully- executed amendments, and all fully-executed change orders thereto, the “Hull 369 Contract”) pertaining to the construction of one Multi-Purpose Supply Vessel known as Hull No. 369 (“Hull 369”).

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EXECUTION VERSION

FOURTH AMENDED AND RESTATED TRADE NAME AND TRADEMARK LICENSE AGREEMENT

This Fourth Amended and Restated Trade Name and Trademark License Agreement (this “Agreement”) is executed as of April 23, 2026 and is effective as of the Closing, as defined in that certain the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Helix Energy Solutions Group, Inc. (“Helix”), Hornbeck Offshore Services Inc. and the other parties thereto (the “Commencement Date”), and entered into by and between HFR, LLC, a Texas Limited Liability Company (“Licensor”), and Hornbeck Offshore Operators, LLC, a Delaware Limited Liability Company (“Licensee”). Licensee and Licensor are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

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SETTLEMENT TERM SHEET

This Settlement Term Sheet is entered into by and among Hornbeck Offshore Services, LLC (“HOS”), Gulf Island Shipyards, LLC (“G1S”), Gulf Island Fabrication, Inc. (“GIFI”), Fidelity & Deposit Company of Maryland (“F&D”) and Zurich American Insurance Company (F&D and Zurich American Insurance Company, collectively, “Zurich”) and made effective as of this 3rd day of October 2023.

For good and valuable consideration, the sufficiency of which is acknowledged, the parties agree to the following settlement terms:

1. HOS revokes its $ 146 million all cash offer.

2. Zurich exercises its option under Paragraph 1 of the bonds to take over the contracts and complete Hulls 369/370. The vessels will be completed at either Bollinger Shipyards or Eastern Shipbuilding Group, or another mutually agreed shipyard.

3. Subject to HOS’ financial contribution below, Zurich will be responsible for the entire cost to complete Hulls 369/370 per the terms of the contracts and the drawings and specifications.

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FIRST AMENDMENT TO CREDIT AGREEMENT

This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of December 27, 2024, is entered into by and among (i) Hornbeck Offshore Services, Inc., a Delaware corporation, as borrower (the “Borrower”), (ii) the Lenders constituting Required Lenders under Section 11.01 of the Existing Credit Agreement (as defined below) (such Lenders, the “Consenting Lenders”), (iii) Wilmington Trust, National Association (“WT”), as Collateral Agent (in such capacity, the “Collateral Agent”) under the Existing Credit Agreement and as Collateral Trustee (in such capacity, the “Collateral Trustee”) under the Credit Agreement and the First Amendment Collateral Trust Agreement (in each case, as defined below), and (iv) DNB Bank ASA, New York Branch (“DNB”), as administrative agent (the “Administrative Agent”).

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Execution Version

CREDIT AGREEMENT dated as of August 13, 2024 by and among

HORNBECK OFFSHORE SERVICES, INC., as Borrower

DNB BANK ASA, NEW YORK BRANCH, as Administrative Agent,

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Collateral Agent

and

THE LENDERS PARTY HERETO

DNB MARKETS, INC., JPMorgan Chase Bank, N.A and Barclays bank PLC

as Lead Arrangers and Physical Bookrunners

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TABLE OF CONTENTS

Article I Definitions and Accounting Terms	1
SECTION 1.01   Defined Terms	1
SECTION 1.02   Other Interpretive Provisions	96
SECTION 1.03   Accounting and Finance Terms; Accounting Periods; Unrestricted Subsidiaries	97
SECTION 1.04   Rounding	97
SECTION 1.05   References to Agreements, Laws, Etc	97
SECTION 1.06   Times of Day	97
SECTION 1.07   [Reserved]	97
SECTION 1.08   Pro Forma Calculations; Limited Condition Transactions; Basket and Ratio Compliance	97
SECTION 1.09   Currency Equivalents Generally	100
Article II The Commitments and Borrowings	101
SECTION 2.01   [Reserved]	101

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PACIFIC BIOSCIENCES OF CALIFORNIA, INC.

2020 EQUITY INCENTIVE PLAN

(As Amended May 25, 2022, June 18, 2024 and June 4, 2025, and As Amended Further Effective June 3, 2026)

1.Purposes of the Plan. The purposes of this Plan are:

•to attract and retain the best available personnel for positions of substantial responsibility,

•to provide additional incentive to Employees, Directors and Consultants, and

•to promote the success of the Company’s business.

The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units and Performance Shares.

2.Definitions. As used herein, the following definitions will apply:

a.“Administrator” means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of the Plan.

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THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT, (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (IV) THE SECURITIES ARE TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE OF SUCH HOLDER OR A CUSTODIAL NOMINEE (WHICH FOR THE AVOIDANCE OF DOUBT SHALL REQUIRE NEITHER CONSENT NOR THE DELIVERY OF AN OPINION).

AMENDED AND RESTATED PRE-FUNDED WARRANT TO

PURCHASE COMMON STOCK

Number of Shares: [  ]

(subject to adjustment)

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NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTIONS. AS A RESULT, THESE SECURITIES MAY NOT BE OFFERED, TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS (PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM OR IN A TRANSACTION NOT SUBJECT THERETO).

CLASS A ORDINARY SHARE PURCHASE WARRANT

HAOXIN HOLDINGS LIMITED

Initial Exercise Date: June __, 2026

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Execution Version

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is entered into effective as of June ___, 2026 (the “Execution Date”), by and between Haoxin Holdings Limited, a Cayman Islands exempted company (the “Company”), and MERMAID MONEY, a United States limited liability company (the “Investor”).

RECITALS

WHEREAS, in connection with the Equity Line of Credit Agreement, dated as of June __, 2026, by and between the Company and the Investor (the “Purchase Agreement”), the Company may issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company, up to $30,000,000 in aggregate gross purchase price of newly issued Purchase Notice Shares;

WHEREAS, in consideration for the Investor’s execution and delivery of the Purchase Agreement, the Company shall issue to the Investor the Commitment Warrant (as defined in the Purchase Agreement),

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EQUITY LINE OF CREDIT AGREEMENT

This Equity Line of Credit Agreement (this “Agreement”) is dated as of June [__], 2026 (the “Effective Date”), by and between Haoxin Holdings Limited, a Cayman Islands exempted company (the “Company”), and MERMAID MONEY, a United States limited liability company (the “Investor”).

WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Investor shall purchase, from time to time, as provided herein, and the Company shall issue and sell up to Thirty Million Dollars ($30,000,000) of the Company’s Class A Ordinary Shares (as defined below);

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