Browse EX-10 agreements

AMENDMENT TO PLAN SPONSOR CONTRIBUTION AGREEMENT

THIS AMENDMENT TO PLAN SPONSOR CONTRIBUTION AGREEMENT (the “Amendment”) is made as of June 19, 2024, by and between Ionic Digital Inc., a Delaware corporation (the “Company”), and U.S. Data Management Group LLC, a Delaware limited liability company, doing business as US Bitcoin Corp. (the “Plan Sponsor”).

BACKGROUND:

 

A. The Company and the Plan Sponsor are parties to that certain Plan Sponsor Contribution Agreement, dated as of January 31, 2024 (as amended, the “Agreement”).

 

B. Company and the Plan Sponsor desire to amend the Agreement in certain respects as more particularly set forth below.

NOW, THEREFORE, in consideration of the mutual promises and agreements below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby further agree as follows:

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ORDER FORM

Anchorage Contact

Client Contact

 

 

Name: Ryan Porter

Name: Joel Block

 

 

Email: ryan.porter@anchorlabs.com

Email: joel@ionicdigital.io

 

This MASTER CUSTODY SERVICE AGREEMENT (“Agreement”) is made and entered into as of the Effective Date provided herein, by and between Anchorage Digital Bank N.A. (“Anchorage”), and each Client as provided herein (each a “Client”) (collectively, Anchorage and Client, each a “Party” and collectively, the “Parties”).

 

The Agreement consists of the terms in this Order Form and the Standard Terms and Conditions attached hereto.

 

1.  Effective Date:

 1/26/2024 | 6:00 PM PST

2.  Initial Term:

One (1) year

3.  Renewal Term:

One (1) year

4. Client(s). Each “Client” listed herein is subject to the Agreement as if this Agreement were between such individual Client and Anchorage, except specifically the Fees will be calculated on an aggregated basis, including the sum of all Clients’ Assets Under Custody.

 

Ionic Digital Treasury Inc., a Delaware corporation

 

FEES

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SECOND AMENDED AND RESTATED PROFESSIONAL SERVICES AGREEMENT AND CONFIDENTIALITY AGREEMENT

 

This Second Amended and Restated Professional Services Agreement is made on November 24, 2024 (the “Effective Date”) between Ionic Digital, Inc. (“Client”), and Laura Schnaidt (“Consultant”). Client and Consultant are sometimes collectively referred to herein as the “Parties” and individually as a “Party.”

 

WHEREAS, the Parties entered into a Professional Services Agreement on October 26, 2024 (the “Original Agreement”) and amended and restated the Original Agreement on November 1, 2024 (the “Amended and Restated Agreement”) in order to change Consultant’s scope of services and title from legal consultant to General Counsel;

 

WHEREAS, the Parties wish to amend and restate the Amended and Restated Agreement in its entirety in order to reflect the increased level of responsibilities and scope of services that Consultant is undertaking by increasing Consultant’s Fees;

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CONFIDENTIAL

 

CUSTODIAL SERVICES AGREEMENT

 

Ionic Digital Treasury Inc. &

 

Fidelity Digital Asset Services, LLC

 

 

 

 

 

 

 

 

 

 

 

THIS CUSTODIAL SERVICES AGREEMENT (this “Agreement”) is made on June 18, 2024, (the “Effective Date”), by and between Ionic Digital Treasury Inc. (the “Client”), and Fidelity Digital Asset Services, LLC (the “Custodian”, and collectively with the Client, the “Parties,” and each individually, a “Party”).

 

DEFINITIONS AND INTERPRETATION

 

A.

Definitions. For purposes of this Agreement and any exhibit or schedule hereto, the following terms shall have the meanings ascribed to them below:

 

“Account Tax Documentation” has the meaning set forth in Section 7.B.

 

“Affiliated Agent” has the meaning set forth in Section 12.C.iii.

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IONIC DIGITAL INC.

 

OMNIBUS INCENTIVE PLAN

 

Article I. PURPOSE

 

The purpose of this Ionic Digital Inc. 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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AMENDED AND RESTATED

 

MANAGEMENT SERVICES AGREEMENT

 

By and between

 

U.S. Data Management Group, LLC, as Manager

 

And

 

Ionic Digital Inc.

 

This Amended and Restated Management Services Agreement (this “Agreement”), is made and entered as of June 19, 2024 (the “Execution Date”), by and between (i) U.S. Data Management Group, LLC, a Delaware limited liability company (“Manager”), and (ii) Ionic Digital Inc., a Delaware corporation (the “Company”). Any capitalized term used but not otherwise defined herein shall have the meaning set forth in the Plan (as defined below).

WHEREAS, on July 13, 2022 and December 7, 2022, as applicable, Celsius Network LLC, a Delaware limited liability company and certain of its debtor affiliates (collectively, the “Debtors”) commenced voluntary cases under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532, as amended in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”);

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CLIENT SERVICE AGREEMENT

 

THIS CLIENT SERVICE AGREEMENT (this “Agreement”) is made effective as of the 2nd of September, 2025, by and between ZRG INTERIM SOLUTIONS, a division of ZRG PARTNERS, LLC, a Delaware corporation with its principal address at 365 West Passaic Street, Suite 465, Rochelle Park, New Jersey 07662 (“ZRG”), and Ionic Digital with its principal address in ADDRESS (“CLIENT”).

 

WHEREAS, ZRG is in the business of locating for clients, according to their specifications, experienced personnel to provide services to such clients on an interim or project basis (hereinafter used in the plural to refer to one or more of such personnel and defined as “Personnel”);

 

WHEREAS, from time to time, CLIENT desires to engage ZRG to locate such Personnel and to utilize the services of such Personnel through ZRG; and

 

WHEREAS ZRG and CLIENT wish to enter into an agreement setting forth the terms and conditions pursuant to which ZRG will locate and provide such Personnel to provide services to CLIENT.

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Exhibit 10.15

Form of

OPCO LLC INTERESTS REDEMPTION AGREEMENT

THIS OPCO LLC INTERESTS REDEMPTION AGREEMENT (this “Agreement”) is entered into as of June 29, 2026 by and among Forgent Power Solutions, Inc., a Delaware corporation (the “Company”), Forgent Power Solutions LLC (“Opco”) and certain persons listed on Schedule I hereto (each such securityholder a “Seller” and collectively, the “Sellers”).

BACKGROUND

A.

The Board of Directors of the Company (the “Board”) has determined to undertake an underwritten public offering (the “Public Offering”) of shares of Class A Common Stock of the Company, $0.00001 par value per share (the “Class A Common Stock”).

B.

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AMR RESOURCES ACQUISITION CORP

71 Fort Street, PO Box 500

Grand Cayman, Cayman Islands, KY1-1106

 

[_], 2026

 

Re:

Administrative Services Agreement

 

Ladies and Gentlemen:

 

This letter of agreement by and between AMR Resources Acquisition Corp (the “Company”) and AMR Resources Sponsors LLC (“Sponsor”), 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 U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and 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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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

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

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A Ordinary Share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and one-half of one redeemable warrant (a “Warrant”) to purchase Ordinary Share (a “Warrant Share”) to be governed by the Warrant Agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”). Each whole Warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share. The Purchaser has agreed to purchase an

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AMR Resources Acquisition Corp

c/o Appleby Global Services (Cayman) Limited

71 Fort Street, PO Box 500

Grand Cayman, Cayman Islands, KY1-1106

 

December 26, 2025

AMR Resources Sponsors LLC

8 The Green, STE A

Dover, DE 19901

 

RE: Securities Subscription Agreement

 

Ladies and Gentlemen:

 

AMR Resources Acquisition Corp, a Cayman Islands exempted company limited by shares (the “Company,” “we” or “us”), is pleased to accept the offer made by AMR Resources Sponsors LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 7,666,667 shares of the Company’s Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 1,000,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share of the Company and one half of one redeemable warrant to purchase one Class A ordinary share of the Company (“Units”), do not fully exercise their option to purchase additional Units to cover over-al

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[    ], 2026

AMR Resources Acquisition Corp

71 Fort Street, Grand Cayman

Cayman Islands, KY1-1106

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 AMR Resources Acquisition Corp, a Cayman Islands exempted company (the “Company”) and BTIG, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 25,000,000 of the Company’s units (including up to 3,750,000 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-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject t

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