Browse EX-10 agreements

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into between Meridian3 Industrials Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Meridian3 Partners Sponsor LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of the Company’s units, each unit consisting of one Class A ordinary share, par value $0.0001 per share, of the Company (each, an “Ordinary Share”), and one-third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share, as set forth in the Company’s Registration Statement on Form S-1 (File No. 333-[]) (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”).

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of June 2, 2026, between Lixte Biotechnology Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective shelf registration statement under the Securities Act of 1933, as amended (the “Securities Act”), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, 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 each Purchaser agree as follows:

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UNANIMOUS SHAREHOLDERS AGREEMENT T&T POWER GROUP INC. June 1, 2026

T&T POWER GROUP INC.

UNANIMOUS SHAREHOLDERS AGREEMENT

THIS AGREEMENT is made as of the day of June 1, 2026 (the “Effective Date”)

BETWEEN:

	T&T POWER GROUP INC., a corporation amalgamated under the laws of Canada – and – Each Shareholder (as such terms are defined below) listed in Schedule A attached hereto, as amended from time to time, and any person who becomes a party to this Agreement by executing the Acknowledgement in the form attached hereto as Schedule B.

RECITALS

A.	In these recitals, all capitalized terms, unless otherwise defined, shall have the meanings given to them in Section 1.1;
B.	The Corporation was amalgamated under the Act on June 1, 2026;
C.	The Corporation’s authorized capital consists of:

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	TD Canada Trust Postponement and Assignment of Creditors Claim and Postponement of Security

THIS AGREEMENT made this                   1st               day of                      June                    ,  2026  .

                                                                          (day)                                         (month)                 (year)

BETWEEN:

Viking Energy Group, Inc.

  (hereinafter called the Creditor)

AND	T&T Power Group Inc.

(hereinafter called the Company)

AND

The Toronto-Dominion Bank

(hereinafter called the Bank)

WHEREAS the Company is or may hereafter become indebted to the Bank.

AND WHEREAS the Creditor is now and intends to continue to be a holder of Equity Securities and/or a supporter of the Company in carrying on its business and the Company is or may hereafter become indebted to the Creditor.

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AMALGAMATION AGREEMENT

THIS AGREEMENT made the 1st day of June 2026.

BETWEEN:

T&T POWER GROUP INC.,

a corporation continued under the laws of Canada

(hereinafter called “T&T”)

OF THE FIRST PART,

and

SIMSON-MAXWELL LTD.,

a corporation continued under the laws of Canada

(hereinafter called "Simson-Maxwell”)

OF THE SECOND PART,

AMALGAMATION AGREEMENT

WHEREAS:

A.	T&T Power Group Inc. (“T&T”) was continued under the Canada Business Corporations Act (the “Act”) by Certificate and Articles of Continuance dated May 12, 2026;
B.	Simson-Maxwell Ltd. (“Simson-Maxwell”) was continued under the Act by Certificate and Articles of Incorporation dated November 4, 2002;
C.	T&T and Simson-Maxwell, acting under the authority contained in the Act have agreed to amalgamate upon the terms and conditions hereinafter set out;
D.	T&T and Simson-Maxwell have each made full disclosure to the other of all their respective assets and liabilities; and

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Baosheng Media Group Holdings Limited East Floor 5, Building No. 8, Xishanhui Shijingshan District, Beijing People’s Republic of China 100041

[●] 2026

Dear [Mr./Ms.] [●],

Following our recent discussions, I am pleased to confirm our invitation to you to join the board of directors (the “Board”) of Baosheng Media Group Holdings Limited (the “Company”) as an independent director of the Company, effective as of [●] 2026, as approved by the Board. In addition to your acceptance and acknowledgment of this appointment letter, please complete and return the attached Directors’, Officers’ and 5% or Greater Shareholder’s Questionnaire (the “D&O Questionnaire”).

In completing the D&O Questionnaire, you consent to serve as an independent director of the Company and consent to the Company’s use of the information in the D&O Questionnaire in the Company’s filings with the United States Securities and Exchange Commission, The Nasdaq Stock Market LLC, state securities authorities and other regulatory authorities, as applicable.

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INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is entered into as of [●], 2026, by and between Baosheng Media Group Holdings Limited, a Cayman Islands company (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.

RECITALS

The Board of Directors of the Company (the “Board of Directors”) has determined that the inability to attract and retain highly competent persons to serve the Company is detrimental to the best interests of the Company and its shareholders and that it is reasonable and necessary for the Company to provide adequate protection to such persons against risks of claims and actions against them arising out of their services to the Company.

AGREEMENT

In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

A. DEFINITIONS

The following terms shall have the meanings defined below:

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Exhibit 10.1

Execution Version

$475,000,000

B&G Foods, Inc.

11.00% Senior Notes due 2031

PURCHASE AGREEMENT

June 3, 2026

Barclays Capital Inc. As Representative of the several

Initial Purchasers named in Schedule I attached hereto

745 Seventh Avenue New York, New York 10019

Ladies and Gentlemen:

B&G Foods, Inc., a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to Barclays Capital Inc. (“Barclays”) and the other several initial purchasers named in Schedule I hereto (the “Initial Purchasers”), for whom Barclays is acting as representative (in such capacity, the “Representative”), $475,000,000 in aggregate principal amount of its 11.00% Senior Notes due 2031 (the “Notes”). The Notes (i) will have terms and provisions that are summarized in the Pricing Disclosure Package and the Offering Memorandum (each as defined below), and (ii) are to be issued pursuant

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PATTERSON-UTI ENERGY, INC.

2021 LONG-TERM INCENTIVE PLAN

(as amended through June 4, 2026)

Patterson-UTI Energy, Inc. (the “Company”), a Delaware corporation, hereby establishes and adopts the following 2021 Long-Term Incentive Plan (as amended from time to time, the “Plan”) effective as of April 9, 2021 (the “Effective Date”), as amended effective June 8, 2023, September 1, 2023, June 6, 2024 and June 4, 2026.

1. PURPOSE OF THE PLAN

The purpose of the Plan is to assist the Company and its Subsidiaries in attracting and retaining selected individuals to serve as directors, employees, consultants and/or advisors of the Company who are expected to contribute to the Company’s success and to achieve long-term objectives which will inure to the benefit of all stockholders of the Company through the additional incentives inherent in the Awards hereunder.

2. DEFINITIONS

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Exhibit 10.1

EXHIBIT F

FORM OF LOCK-UP AGREEMENT

_________, 2026

	Re:	Business Combination Agreement, dated as of June 4, 2026 (the “Agreement”), among Bio Green Med Solution, Inc. (“Parent”), Future NRG Sdn. Bhd. (the “Company”) and the Selling Shareholders signatory thereto (each, a “Selling Shareholder” and, collectively, the “Selling Shareholders”)

Ladies and Gentlemen:

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APPLIED AEROSPACE & DEFENSE, INC.

2026 OMNIBUS INCENTIVE PLAN

ARTICLE I

PURPOSE

The purpose of this Applied Aerospace & Defense, Inc. 2026 Omnibus Incentive Plan (this “Plan”) is to promote the success of the Company’s business for the benefit of its stockholders by enabling the Company to offer Eligible Individuals cash and stock-based incentives in order to attract, retain, and reward such individuals and strengthen the mutuality of interests between such individuals and the Company’s stockholders. This Plan is effective as of the date set forth in Article XIV.

ARTICLE II

DEFINITIONS

For purposes of this Plan, the following terms shall have the following meanings:

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APPLIED AEROSPACE & DEFENSE, INC.

2026 EMPLOYEE STOCK PURCHASE PLAN

ARTICLE I.

PURPOSE

The purpose of this Applied Aerospace & Defense, Inc. 2026 Employee Stock Purchase Plan as it may be amended or restated from time to time, this “Plan”) is to assist Eligible Employees of Applied Aerospace & Defense, Inc., a Delaware corporation (the “Company”) and its Designated Subsidiaries in acquiring a stock ownership interest in the Company. This Plan consists of two components: (i) the Section 423 Component and (ii) the Non-Section 423 Component. The Section 423 Component is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code and shall be administered, interpreted and construed in a manner consistent with the requirements of Section 423 of the Code. The Non-Section 423 Component authorizes the grant of rights which need not qualify as rights granted pursuant to an “employee stock purchase plan” under Section 423 of the Code. Rights granted under

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