Browse EX-10 agreements

FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among NMP Acquisition Corp., a Cayman Islands exempted company (the “Company”), GTS Holdings, Inc., a Nevada corporation (“Pubco”) and the undersigned party listed under Holder on the signature page hereto (each such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holder”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Business Combination Agreement (as defined below).

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FORM OF AMENDMENT TO SUBSCRIPTION AGREEMENT

THIS AMENDMENT TO SUBSCRIPTION AGREEMENT (this “Amendment”) is made and entered into as of [●], and shall be effective as of the Closing (defined below), by and among (i) NMP Acquisition Corp., a Cayman Islands exempted company incorporated with limited liability (“SPAC”), (ii) Next Move Capital LLC, a Nevada limited liability company (the “Sponsor”), (iii) GTS Holdings, Inc., a Nevada corporation (“Pubco”), and (iv) the undersigned individuals, each of whom is a purchaser of certain SPAC securities, is referred to as a “Purchaser” pursuant to the terms of the Subscription Agreement (as defined below). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Original Subscription Agreement (as defined below) (and if such term is not defined in the Original Subscription Agreement, then in the Business Combination Agreement (as defined below)).

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FORM OF IPO UNDERWRITERS LOCK-UP AGREEMENT

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THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of September [●], 2026 by and among (i) GTS Holdings, Inc., a Nevada corporation, (“Pubco”), (ii) NMP Acquisition Corp., a Cayman Islands exempted company incorporated with limited liability (together with its successors, the “SPAC”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).

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AMENDMENT TO LETTER AGREEMENT

THIS AMENDMENT TO LETTER AGREEMENT (this “Amendment”) is made and entered into as of September 4, 2026, and shall be effective as of the Closing (defined below), by and among (i) NMP Acquisition Corp., a Cayman Islands exempted company incorporated with limited liability (“SPAC”), (ii) Next Move Capital LLC, a Nevada limited liability company (the “Sponsor”), (iii) GTS Holdings, Inc., a Nevada corporation (“Pubco”), (iv) GTS Holdings, LLC, a Utah limited liability company (the “Company”), and (v) the undersigned individuals, each of whom is a member of the SPAC’s board of directors and/or management team and who, along with the Sponsor and other transferees of the applicable SPAC securities, is referred to as an “Insider” pursuant to the terms of the Letter Agreement (as defined below). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Original Letter Agreement (as defined below) (and if such term is not defined in the Original Letter Agr

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FORM OF LOCK-UP AGREEMENT

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THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●], by and among (i) GTS Holdings, Inc., a Nevada corporation, (“Pubco”), (ii) NMP Acquisition Corp., a Cayman Islands exempted company incorporated with limited liability (together with its successors, the “SPAC”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).

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PLEASE READ CAREFULLY AND

CONSULT WITH AN ATTORNEY BEFORE SIGNING

THIS EMPLOYMENT AGREEMENT THAT INCLUDES A NON-COMPETITION RESTRICTIVE COVENANT AND A RELEASE OF ANY AND ALL KNOWN AND UNKNOWN CLAIMS AGAINST GENPACT

IF YOU DO NOT UNDERSTAND THE DOCUMENT FULLY, DO NOT SIGN IT

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”) by and between Genpact Limited, a Bermuda limited exempted company (the “Company”), and Sumita Pandit (the “Executive” and, together with the Company, the “Parties”) is effective as of the date of the

Executive’s commencement of employment with the Company so long as this date is on or before **September 03, 2026 **unless a later date is mutually agreed between the Parties (the “Effective Date”).

**WHEREAS, **the Company or an affiliate of the Company desires to employ the Executive, and the Executive desires to be employed by the Company or an affiliate of the Company, on the terms and conditions set forth in this Agreement.

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MUTUAL TERMINATION AGREEMENT

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This Mutual Termination Agreement (“Agreement”), effective September 3, 2026, is entered into by and between BMNR Subsidiary One, LLC, a Delaware limited liability company (“BMNR”), and Ethereum Tower LLC, a Delaware limited liability company (the “Service Provider”).

WHEREAS, BMNR and the Service Provider are parties to that certain Management Services Agreement dated March 24, 2026 (the “Services Agreement”); and

WHEREAS, the Parties wish to terminate the Services Agreement in connection with a successor arrangement between MAVAN Holdings LLC (f/k/a Standard Validator LLC) and American Validator LLC.

NOW, THEREFORE, for good and valuable consideration, the Parties agree:

1. Confirmation. The Services Agreement continued in full force and effect through September 3, 2026.

2. Termination. The Services Agreement is terminated effective as of the close of business on September 3, 2026.

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**FORM OF EFSI VOTING AGREEMENT **

This VOTING AGREEMENT (this “Agreement”) is made and entered into as of September [•], 2026, by and among John Marshall Bancorp, Inc., a Virginia corporation (“JMSB”), George Sub, Inc., a Virginia corporation and wholly owned subsidiary of JMSB (“Merger Sub”), Eagle Financial Services, Inc., a Virginia corporation (“EFSI”) and the undersigned shareholder [and director][and executive officer] (the “Shareholder”) of EFSI in the Shareholder’s capacity as a shareholder of EFSI, and not in his or her capacity as [a director][an executive officer] of EFSI.

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**FORM OF JMSB VOTING AGREEMENT **

This VOTING AGREEMENT (this “Agreement”) is made and entered into as of September [•], 2026, by and among John Marshall Bancorp, Inc., a Virginia corporation (“JMSB”), George Sub, Inc., a Virginia corporation and wholly owned subsidiary of JMSB (“Merger Sub”), Eagle Financial Services, Inc., a Virginia corporation (“EFSI”) and the undersigned shareholder [and director][and executive officer] (the “Shareholder”) of JMSB in the Shareholder’s capacity as a shareholder of JMSB, and not in his or her capacity as [a director][an executive officer] of JMSB.

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EXHIBIT A-2

FORM OF JMSB VOTING AGREEMENT

This VOTING AGREEMENT (this “Agreement”) is made and entered into as of September [●], 2026, by and among John Marshall Bancorp, Inc., a Virginia corporation (“JMSB”), George Sub, Inc., a Virginia corporation and wholly owned subsidiary of JMSB (“Merger Sub”), Eagle Financial Services, Inc., a Virginia corporation (“EFSI”) and the undersigned shareholder [and director][and executive officer] (the “Shareholder”) of JMSB in the Shareholder’s capacity as a shareholder of JMSB, and not in his or her capacity as [a director][an executive officer] of JMSB.

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EXHIBIT A-1

FORM OF EFSI VOTING AGREEMENT

This VOTING AGREEMENT (this “Agreement”) is made and entered into as of September [●], 2026, by and among John Marshall Bancorp, Inc., a Virginia corporation (“JMSB”), George Sub, Inc., a Virginia corporation and wholly owned subsidiary of JMSB (“Merger Sub”), Eagle Financial Services, Inc., a Virginia corporation (“EFSI”) and the undersigned shareholder [and director][and executive officer] (the “Shareholder”) of EFSI in the Shareholder’s capacity as a shareholder of EFSI, and not in his or her capacity as [a director][an executive officer] of EFSI.

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								EXHIBIT 10.1

August 19, 2026   

Robert Kuhns

Dear Robert,

On behalf of our President and Chief Executive Officer, I am pleased to extend a conditional offer of employment to you for the position of Executive Vice President, Chief Financial Officer with MSC Industrial Supply Co, reporting directly to Martina McIsaac.  

This offer is contingent upon successful completion of a pre-employment background check. As agreed, your start date will be September 14, 2026.  

As an exempt associate, your starting annual base salary will be $650,000. This will be earned and paid every other Thursday at the bi-weekly rate of $25,000, less payroll deductions, required taxes and withholdings.

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