Browse EX-10 agreements

EXECUTION VERSION

 

COOPERATION AGREEMENT

 

This COOPERATION AGREEMENT (this “Agreement”) is made and entered into as of June 23, 2026, by and among CEA Industries Inc., a Nevada corporation (the “Company”), on the one hand, and YZILabs Management Ltd., a British Virgin Islands business company (“YZi Labs”), on the other hand. The Company and YZi Labs are each herein referred to as a “party” and collectively, the “parties.”

 

WHEREAS, on November 26, 2025, YZi Labs and the YZi Labs Key Person (as defined below) filed a Schedule 13D with the Securities and Exchange Commission (“SEC”) with respect to the Company;

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Exhibit 10.1

CUSIP: 88077JAP6

Revolver: 88077JAQ4

CREDIT AGREEMENT

 

dated as of June 24, 2026,

 

among

 

TERADATA CORPORATION,

 

the LENDERS party thereto

 

and

 

BANK OF AMERICA, N.A.,

as Administrative Agent

 

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BOFA SECURITIES, INC.,

CITIBANK, N.A.

and

WELLS FARGO SECURITIES, LLC,

as Joint Lead Arrangers and Joint Bookrunners

CITIBANK, N.A.

and

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Co-Syndication Agents

PNC BANK, NATIONAL ASSOCIATION,

ROYAL BANK OF CANADA,

STANDARD CHARTERED BANK

and

TRUIST BANK,

as Co-Documentation Agents

 

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TABLE OF CONTENTS

 

 

 

 

Page

 

 

 

 

ARTICLE I DEFINITIONS

1

 

SECTION 1.01.

Defined Terms

1

 

SECTION 1.02.

Classification of Loans and Borrowings

31

 

SECTION 1.03.

Terms Generally

31

 

SECTION 1.04.

Accounting Terms; GAAP; Pro Forma Calculations

31

 

SECTION 1.05.

Exchange Rates; Currency Equivalents

32

 

SECTION 1.06.

Interest Rates

32

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ARIZONA

 

STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE – NET

 

(DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS)

 

1.    Basic Provisions (“Basic Provisions”).

1.1 Parties. This Lease (“Lease”), dated for reference purposes only June 16, 2026, is made by and between Ron L. and Jacqueline S. Reynolds Family Trust (“Lessor”) and Beam Global, a Nevada corporation (“Lessee”), (collectively the “Parties”, or individually a “Party”).

1.2 Premises: That certain real property, including all improvements therein or to be provided by Lessor under the terms of this Lease, commonly known as (street address, city, state, zip): 653 & 655 E. 20th Street, Yuma, AZ 85365 (“Premises”). The Premises are located in the County of Yuma and are generally described as (describe briefly the nature of the property and, if applicable, the “Project”, if the property is located within a Project): two industrial buildings consisting of approximately 31,241 square feet and 23,128 square feet, respectively. (See also Paragraph 2.)

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THIS PROMISSORY NOTE (“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.  

 

PROMISSORY NOTE

 

Principal Amount:  Up to $1,500,000

Dated as of June 23, 2026

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SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 17, 2026 between WORKSPORT LTD., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

 

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, (i) shares of Common Stock (as defined below) (the “Shares”) and (ii) Common Warrants (as defined below) to purchase shares of Common Stock (the “Warrant Shares” and, together with the Shares and the Common Warrants, the “Securities”), in a registered direct offering, as more fully described in this Agreement. The Shares and the Warrant Shares are registered under the Registration Statement (as defined below). The Common Warrants are being is

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STOCK PURCHASE AGREEMENT

 

This Stock Purchase Agreement (this “Agreement”) is dated as of June 18, 2026 between WORKSPORT LTD., a Nevada corporation (the “Company”), and the purchaser identified on the signature page hereto (the “Purchaser”).

 

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below), the Company desires to issue and sell to the Purchaser and the Purchaser desires to purchase from the Company shares of Common Stock (as defined below) (the “Shares”) in a registered direct offering, as more fully described in this Agreement. The Shares are registered under the Registration Statement (as defined below).

 

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 I. DEFINITIONS

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Execution Version

June 22, 2026

Gores Holdings XI, Inc.

6260 Lookout Road

Boulder, CO 80301

 

 

Re:

Initial Public Offering

Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Gores Holdings XI, Inc., a Cayman Islands exempted company (the “Company”), and Santander US Capital Markets LLC, as representative (the “Representative”) of the several underwriters (collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 35,880,000 of the Company’s units (including up to 4,680,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-fourth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price

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Execution Version

INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 22, 2026 by and between GORES HOLDINGS XI, INC., a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities 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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Execution Version

Gores Holdings XI, Inc.

6260 Lookout Road

Boulder, CO 80301

June 22, 2026

The Gores Group, LLC

6260 Lookout Road

Boulder, CO 80301

Re: Administrative Services Agreement

Gentlemen:

This letter agreement by and between Gores Holdings XI, Inc. (the “Company”) and The Gores Group, LLC (“The Gores Group”), an affiliate of the Company’s sponsor, Gores Sponsor XI LLC, 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 Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”), and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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Execution Version

PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, effective as of June 22, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Gores Holdings XI, Inc., a Cayman Islands exempted company (the “Company”), and Gores Sponsor XI LLC, a Cayman Islands exempted limited liability company (the “Purchaser”).

WHEREAS:

The Company intends to consummate an initial public offering of the Company’s units (the “IPO”), each unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-fourth of one redeemable warrant as set forth in the Company’s registration statement on Form S-1, filed with the Securities and Exchange Commission (the “SEC”), File Number 333-296462 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”);

Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per share; and

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Execution Version

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 22, 2026, by and between Gores Holdings XI, Inc., a Cayman Islands exempted company (the “Company”), and Equiniti Trust Company, LLC, a national banking association with trust powers under United States law (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1, No. 333-296462 (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-fourth of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and

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Execution Version

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 22, 2026, is made and entered into by and among Gores Holdings XI, Inc., a Cayman Islands exempted company (the “Company”), Gores Sponsor XI LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

RECITALS

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