Browse EX-10 agreements

COMMITMENT AND BACKSTOP AGREEMENT

This COMMITMENT AND BACKSTOP AGREEMENT (this “Agreement”), dated July 28, 2026, is made and entered into by and among (i) PBT Land and Minerals, Inc., a Texas corporation (the “Company”), (ii) SoftVest, L.P., a Delaware limited partnership (“SoftVest”), (iii) Horizon Kinetics Asset Management LLC, a Delaware limited liability company, on behalf of itself and its affiliated companies (collectively, “Horizon Kinetics”), (iv) Blackbeard Security Holdings, LLC, a Texas limited liability company (“Blackbeard”), and (v) Greybeard Energy, LLC, a Delaware limited liability company (“Greybeard” and together with Blackbeard, the “Blackbeard Parties”). SoftVest, Horizon Kinetics, Blackbeard and Greybeard are collectively referred to as the “Commitment Parties” and SoftVest and Horizon Kinetics are together referred to as the “Backstop Purchasers.” The Company and the Commitment Parties are each sometimes referred to herein as a “Party” and collectively, as the “Parties.”

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PBT LAND AND MINERALS, INC.
OMNIBUS INCENTIVE PLAN

Article I.
PURPOSE

The purpose of this PBT Land and Minerals, Inc., Omnibus Incentive Plan (this “Plan”) is to promote the success of the Company’s business for the benefit of its stockholders by aligning employee and stockholder interests through the grant of cash and equity-based incentives to Eligible Individuals in order to attract, retain, and reward such individuals and strengthen the alignment of interests between such individuals and the Company’s stockholders.

Article II.
DEFINITIONS

2.1 “Affiliate” means a corporation or other entity controlled by, controlling, or under common control with the Company. The term “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of such Person, whether through the ownership of voting or other securities, by contract or otherwise.

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REGISTRATION RIGHTS AGREEMENT

by and among

PBT LAND AND MINERALS, INC.,

BLACKBEARD SECURITY HOLDINGS, LLC,

GREYBEARD ENERGY, LLC,

SOFTVEST, L.P.,

HORIZON KINETICS ASSET MANAGEMENT LLC

and

the other Holders from time to time party hereto

Dated as of [●], 2026

TABLE OF CONTENTS

		Page Nos.
Section 1. Definitions		1
Section 2. Registration Rights		4
Section 3. Registration Procedures		7
Section 4. Indemnification		10
Section 5. No Inconsistent Agreements or Superior Rights		12
Section 6. Covenants Relating to Rule 144		12

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VOTING AND SUPPORT AGREEMENT

This VOTING AND SUPPORT AGREEMENT (as the same may be amended from time to time in accordance with its terms, this “Agreement”), dated as of July 28, 2026, is by and among SoftVest, L.P. (the “Unitholder”), and Blackbeard Security Holdings, LLC, a Delaware limited liability company (“Blackbeard”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Combination Agreement (as defined below).

WHEREAS, the Unitholder is the beneficial owner of 6,217,107 units of beneficial interest of Permian Basin Royalty Trust, an express trust organized under the laws of the State of Texas (“PBT,” and such units of PBT, the “Units,” and the Units held by the Unitholder as of the date hereof together with such additional Units as the Unitholder may acquire prior to the Expiration Date (as defined below), the “Subject Units”); and

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SHAREHOLDERS’ AGREEMENT

** **

by and among

SOFTVEST, L.P.,

BLACKBEARD SECURITY HOLDINGS, LLC,

GREYBEARD ENERGY, LLC,

and

PBT LAND AND MINERALS, INC.

Dated as of [●], 2026

SHAREHOLDERS’ AGREEMENT

This SHAREHOLDERS’ AGREEMENT, dated as of [●], 2026 (this “Agreement”), is by and among (i) PBT Land and Minerals, Inc., a Texas corporation (the “Company”), (ii) SoftVest, L.P., a Delaware limited partnership (“SoftVest”), (iii) Blackbeard Security Holdings, LLC, a Delaware limited liability company (“Blackbeard”), and (iv) Greybeard Energy, LLC, a Delaware limited liability company (“Greybeard” ) (SoftVest, Blackbeard and Greybeard, together with each Person that has executed and delivered to the Company a joinder to this Agreement in accordance with Section 3.1(b) each, a “Shareholder” and collectively, the “Shareholders”).

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Exhibit 10.12

REGISTRATION RIGHTS AGREEMENT

by and among

SINDA LTD.

and

THE STOCKHOLDERS THAT ARE SIGNATORIES HERETO

Dated as of June 29, 2026

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TABLE OF CONTENTS
		PAGE
ARTICLE 1
Definitions
Section 1.01.	Definitions	1
Section 1.02.	Other Definitional and Interpretative Provisions	4
ARTICLE 2
Registration Rights

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Exhibit 10.10

STOCKHOLDERS AGREEMENT

by and among

SINDA LTD.

and

THE STOCKHOLDERS THAT ARE SIGNATORIES HERETO

Dated as of  June 29, 2026

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TABLE OF CONTENTS

Page

ARTICLE 1

DEFINITIONS

Section 1.01.	Definitions	1
Section 1.02.	Other Interpretive Provisions	4

ARTICLE 2

REPRESENTATIONS AND WARRANTIES

Section 2.01.	Existence; Authority; Enforceability	4
Section 2.02.	Absence of Conflicts	4
Section 2.03.	Consents	5

ARTICLE 3

GOVERNANCE

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Exhibit 10.19

INVESTOR RIGHTS AGREEMENT

SINDA, LTD.

and

FRESNILLO PLC

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July 27, 2026

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TABLE OF CONTENTS

Article 1
INTERPRETATION
1.1	Defined Terms	1
1.2	Rules of Construction	5

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[XX XXXX], 2026

Karman Line Acquisition Corp.
1200 N. Federal Hwy, Suite 200
Boca Raton, FL 33432

	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”) entered into by and among Karman Line Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-third of one redeemable warrant

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CONSULTING SERVICES AGREEMENT

This Consulting Services Agreement (the “Agreement”) is made and entered into as of [       ], 2026 by and between ArgoSat Consulting LLC, whose address is 14 Harwood Ct., Suite 415 #1004, Scarsdale, NY 10583 (the “Consultant”), and Karman Line Acquisition Corp. (the “Company”), whose address is 1200 N Federal Highway, Suite 200, Boca Raton, FL 33432.

RECITALS

WHEREAS, the Company is a special purpose acquisition vehicle (“SPAC”);

WHEREAS, the Company wishes to retain Consultant to provide certain consulting services for and on behalf of the Company;

WHEREAS, the Consultant acknowledges this is a remote consulting engagement where the Consultant provides consulting services and advice, which may include but are not limited to assisting with analysis and advice regarding the potential investment opportunities for special purpose acquisition companies;

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of XXXX XX, 2026 by and between Karman Line Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-[            ]) (the “*Reg*istration 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 third of one redeemable warrant (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;

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INDEMNNIFICATION AGREEMENT

**THIS INDEMNITY AGREEMENT **(this “Agreement”) is made as of [XXXX XX,], 2026, by and between Karman Line Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).

RECITALS

**WHEREAS, **highly competent persons have become more reluctant to serve publicly-held companies 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 companies;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its Subsidiaries (as defined below) from certain liabilities;

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