Browse EX-10 agreements

Confidential

  

Execution Version

FORM OF EQUITY EXCHANGE AGREEMENT

NEITHER THIS AGREEMENT NOR THE SECURITIES ISSUABLE HEREUNDER HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THE PURCHASE OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE INVESTMENT AFTER CONSULTATION WITH LEGAL AND FINANCIAL ADVISORS.

Equity Exchange Agreement

 

 

This Equity Exchange Agreement (this “Agreement”) is made as of April 8, 2026 by and among Odyssey Marine Exploration, Inc., a Nevada corporation (“Odyssey”), Ocean Minerals, LLC, a Cayman Islands limited liability company (“OML”), and each of the members (each individually a “Member” and collectively the “Members”) of OML, named on Schedule A attached hereto (the “Schedule of Members”) that executes and delivers a counterpart to this Agreement to Odyssey on or prior to May 6, 2026 specifying the number of OML Units to be exchanged hereunder.

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Confidential

ROYALTY AGREEMENT

THIS AGREEMENT dated as of the 2nd day of March, 2026.

BETWEEN:

AOM AREA 1, LLC, a limited liability company incorporated under the laws of State of Delaware

(“Company”)

- and -

AMERICAN OCEAN MINERALS CORP., a company incorporated under the laws of the State of Delaware

(“Royalty Holder”)

RECITALS

 

A.

The exploration for and commercial recovery of hard mineral resources of the deep seabed by United States citizens beyond national jurisdiction is governed by the Deep Seabed Hard Mineral Resources Act, 30 U.S.C. § 1401 et seq. (the “Act”), and the regulations promulgated thereunder, including 15 C.F.R. Part 970 (Exploration Licenses) and 15 C.F.R. Part 971 (Commercial Recovery Permits) (collectively, the “Deep Seabed Legislation”);

 

B.

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REVENUE PARTICIPATION AGREEMENT

THIS AGREEMENT dated as of the 20th day of March 2026.

BETWEEN:

MOANA MINERALS LIMITED, a company incorporated under the laws of Cook Islands

(“Company”)

- and -

OCEAN MINERALS, LLC, a company incorporated under the laws of the Cayman Islands

(“OML”)

- and -

AMERICAN OCEAN MINERALS CORP., a company incorporated under the laws of the State of Delaware

(“Participation Holder”)

INTRODUCTION

 

A.

The Company is the exclusive holder of the Exploration Licence issued by the SBMA under SBM Legislation in respect of the Property.

 

B.

The Company intends to develop the Project.

 

C.

The Company has agreed to create, grant and sell the Participation to the Participation Holder in accordance with the terms and conditions described herein.

 

D.

The Company is a wholly owned subsidiary of OML.

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REVENUE PARTICIPATION AGREEMENT

THIS AGREEMENT dated as of the 2nd day of February, 2026.

BETWEEN:

CIC LIMITED, a company incorporated under the laws of Cook Islands

(“Company”)

- and -

CIC LLC, a limited liability company incorporated under the laws of State of Florida

(“CIC”)

- and -

AMERICAN OCEAN MINERALS CORP., a company incorporated under the laws of the State of Delaware

(“Participation Holder”)

INTRODUCTION

 

A.

The Company is the exclusive holder of the Exploration Licence issued by the SBMA under SBM Legislation in respect of the Property.

 

B.

The Company intends to develop the Project.

 

C.

The Company has agreed to create, grant and sell the Participation to the Participation Holder in accordance with the terms and conditions described herein.

 

D.

CIC is an Affiliate of the Company.

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Confidential

  

Execution Version

SALE AND ASSIGNMENT AGREEMENT

THIS SALE AND ASSIGNMENT AGREEMENT (this “Agreement”) is dated as of April 7, 2026.

BETWEEN:

PROVIDENT TRUST GROUP LLC FRO RAPHAEL DIAMOND TRADITIONAL IRA

A Nevada limited liability company (“Provident”)

- and -

AMERICAN OCEAN MINERALS CORPORATION

A corporation existing under the laws of the State of Delaware (the “Purchaser”), as purchaser and assignee

RECITALS:

 

A.

WHEREAS, on or about November 3, 2023, the Issuer issued (i) a Convertible Promissory Provident Note in the original principal amount of US$1,200,000 (the “CIC Provident Note”) to and in favour of CIC LLC (“LLC”), and (ii) a Warrant to Purchase Class A Voting Shares to LLC, authorizing LLC to purchase up to 156,000 Class A Voting Shares in the capital stock of the Issuer (“Class A Shares”) at a price of US$0.0001 per share, subject to adjustment in accordance with the terms thereof (the “CIC Warrant”).

 

B.

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Confidential

  

Execution Version

SALE AND ASSIGNMENT AGREEMENT

THIS SALE AND ASSIGNMENT AGREEMENT (this “Agreement”) is dated as of April 7, 2026.

BETWEEN:

MINERALS HARVESTING COOK ISLANDS II, LP,

A Delaware limited partnership (“MHCI II”) acting through its general partner Minerals Harvesting Capital, LLC (the “General Partner”), as seller and assignor

- and -

AMERICAN OCEAN MINERALS CORPORATION

A corporation existing under the laws of the State of Delaware (the “Purchaser”), as purchaser and assignee

RECITALS:

 

A.

WHEREAS, on or about May 28, 2025, CIC Limited (the “Issuer”) issued a Promissory Note in the original principal amount of US$300,000 to and in favour of MHCI II (the “Short Term Note”);

 

B.

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Confidential

ROYALTY AGREEMENT

THIS AGREEMENT dated as of the 2nd day of March, 2026.

BETWEEN:

AOM AREA 2, LLC, a limited liability company incorporated under the laws of State of Delaware

(“Company”)

- and -

AMERICAN OCEAN MINERALS CORP., a company incorporated under the laws of the State of Delaware

(“Royalty Holder”)

RECITALS

 

A.

The exploration for and commercial recovery of hard mineral resources of the deep seabed by United States citizens beyond national jurisdiction is governed by the Deep Seabed Hard Mineral Resources Act, 30 U.S.C. § 1401 et seq. (the “Act”), and the regulations promulgated thereunder, including 15 C.F.R. Part 970 (Exploration Licenses) and 15 C.F.R. Part 971 (Commercial Recovery Permits) (collectively, the “Deep Seabed Legislation”);

 

B.

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Execution Version

 

AMENDMENT No. 12, dated as of June 30, 2026 (this “Amendment”), to the Credit Agreement dated as of March 6, 2017, by and among SELECT MEDICAL HOLDINGS CORPORATION, a Delaware corporation (“Holdings”), SELECT MEDICAL CORPORATION, a Delaware corporation (the “Borrower”), the Lenders and Issuing Banks party thereto from time to time and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”) and Collateral Agent (the “Collateral Agent”) (as amended by Amendment No. 1, dated as of March 22, 2018, Amendment No. 2, dated as of October 26, 2018, Amendment No. 3, dated as of August 1, 2019, Amendment No. 4, dated as of December 10, 2019, Amendment No. 5, dated as of June 2, 2021, Amendment No. 6, dated as of February 21, 2023, Amendment No. 7, dated as of May 31, 2023, Amendment No. 8, dated as of July 31, 2023, Amendment No. 9, dated as of August 31, 2023, Amendment No. 10, dated as of July 26, 2024, Amendment No. 11, dated as of December 3, 2024, and as further amended, modified and supplemented from time to time prior to the date hereof,

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SEPARATION AGREEMENT

AND GENERAL RELEASE

 

This SEPARATION AGREEMENT AND GENERAL RELEASE (“Agreement”), dated as of June 30, 2026 is entered into by and between FG Nexus Inc. (the “Company”) and Maja Vujinovic (“Executive,” together with the Company, the “Parties” and, each, a “Party”). In consideration of the mutual promises and agreements contained in this Agreement, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

 

1. Cessation of Employment.

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PURCHASE AGREEMENT

 

June 29, 2026

 

 

[Purchaser Name]

 

[Purchaser Address]

 

 

Ladies and Gentlemen:

 

Introductory. Gray Media, Inc. (f/k/a Gray Television, Inc.), a Georgia corporation (the “Company”), proposes to issue and sell (the “Sale”) to the [Purchaser] and its affiliates signatory hereto (collectively, the “Purchasers”), $[ ] aggregate principal amount of the Company’s 7.250% Senior Secured First Lien Notes due 2033 (the “Additional Notes”) in connection with its offering of $70,000,000 total aggregate principal amount of Additional Notes.

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