Browse EX-10 agreements

Hoya Acquisition Corp. I

6210 Wilshire Blvd Ste 200

Los Angeles, California 90048

 

_______________, 2026

 

Hoya Capital Holdings, Corp.

6210 Wilshire Blvd Ste 200

Los Angeles, California 90048

 

Re:

Administrative Services Agreement

 

Ladies and Gentlemen:

 

This letter agreement (this “Agreement”) by and between Hoya Acquisition Corp. I (the “Company”) and the undersigned (“Service Provider”), 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 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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INDEMNIFICATION AGREEMENT

 

This agreement, made and entered into effective as of ________ __, 2026 (“Agreement”), by and between Hoya Acquisition Corp. I, a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).

 

WHEREAS, the Board of Directors of the Company (“Board”) has determined that the ability to attract and retain qualified officers and directors is in the best interests of the Company’s shareholders; and

 

WHEREAS, it is reasonable, prudent and necessary for the Company to obligate itself contractually to indemnify such persons to the fullest extent permitted by applicable law so that such persons will serve or continue to serve the Company free from undue concern that they will not be adequately indemnified; and

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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 and including all exhibits referenced herein, this “Agreement”), is entered into by and between Hoya Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and Chardan Capital Markets, LLC (the “Purchaser”).

 

WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of the Company’s units (the “Public Units”), each Public Unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (each, a “Share”), one right entitling the holder thereof to receive one-sixth of one Share upon the completion of an initial business combination (each, a “Right”) and one-half of one warrant entitling the holder to purchase one Share for $11.50 per share (each, a “Warrant”).

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Hoya Acquisition Corp. I

6210 Wilshire Blvd Ste 200

Los Angeles, CA 90048

June 9, 2026

 

Hoya Capital Holdings, Corp.

6210 Wilshire Blvd Ste 200

Los Angeles, CA 90048

 

 

RE:

Securities Subscription Agreement

 

Ladies and Gentlemen:

 

Hoya Acquisition Corp. I, a Cayman Islands exempted company limited by shares (the “Company,” “we” or “us”), is pleased to accept the offer made by Hoya Capital Holdings, Corp., a company incorporated and registered under the laws of the British Virgin Islands (“Subscriber” or “you”), to purchase 3,833,333 Class B ordinary shares of par value $0.0001 per share (the “Shares”), up to 500,000 of which are subject to 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, one right to receive one-sixth (1/6) of one Class A ordinary share of the Company upon the consummation of the Company’s initial business combination, and one-half of one redeemable warrant to purchase one Class A ordinary share of th

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REGISTRATION RIGHTS AGREEMENT

 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among Hoya Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), Hoya Capital Holdings, Corp., a company incorporated and registered under the laws of the British Virgin Islands (the “Sponsor”), Chardan Capital Markets, LLC (the “Representative”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor, the Representative 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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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

 

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Hoya Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and Hoya Capital Holdings, Corp. (the “Purchaser”).

 

WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of the Company’s units (the “Public Units”), each Public Unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (each, a “Share”), one right entitling the holder thereof to receive one-sixth of one Share upon the completion of an initial business combination (each, a “Right”) and one-half of one warrant entitling the holder to purchase one Share for $11.50 per share (each, a “Warrant”).

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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 $300,000.00

Dated as of June 9, 2026

New York, New York

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EXHIBIT A

 

PERFORMANCE MATRIX

 

 

 

SECTION 1. AWARD AND PERFORMANCE PERIOD

 

The number of Earned PSUs (if any) shall be determined based on this Exhibit A. The performance period shall commence on January 1, 2026 (the “Start Date”) and shall end on December 31, 2028 (the “End Date”) (the “Performance Period”).

 

 

 

SECTION 2. DEFINITIONS

 

For purposes of this Exhibit A, the following terms shall have the meanings set forth below:

 

“Peer Group” means the group of companies set forth on Appendix 1 attached hereto, as may be adjusted pursuant to Section 5 below.

 

“Total Shareholder Return” or “TSR” means, with respect to the Company or any Peer Group company, the annualized rate of return reflecting stock price appreciation (or depreciation) over the Performance Period, calculated as a compound annual growth rate (“CAGR”) using the formula:

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PEDEVCO CORP.

 

2021 EQUITY INCENTIVE PLAN

 

NOTICE OF RESTRICTED STOCK UNIT AWARD

 

Capitalized but otherwise undefined terms in this Notice of Restricted Stock Unit Award and the attached Restricted Stock Unit Award Agreement shall have the same defined meanings as in the PEDEVCO CORP. 2021 Equity Incentive Plan (as amended from time to time)(the “Plan”).

 

Grantee Name: _______________________________________________

 

Address: _______________________________________________

 

You have been granted Restricted Stock Units (the “Restricted Stock Units” or “RSUs”), each representing an unfunded, unsecured right to receive one share of Common Stock upon vesting and settlement, subject to the terms and conditions of the Plan and the attached Restricted Stock Unit Award Agreement, as follows:

 

Date of Grant: _______________________________________________

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PEDEVCO CORP.

 

2021 EQUITY INCENTIVE PLAN

 

NOTICE OF PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD

 

Capitalized but otherwise undefined terms in this Notice of Performance-Based Restricted Stock Unit Award and the attached Performance-Based Restricted Stock Unit Award Agreement shall have the same defined meanings as in the PEDEVCO CORP. 2021 Equity Incentive Plan (as amended from time to time)(the “Plan”).

 

Grantee Name: _______________________________________________

 

Address: _______________________________________________

 

You have been granted performance-based Restricted Stock Units (the “PSUs”), each representing an unfunded, unsecured right to receive one share of Common Stock upon vesting and settlement, subject to the terms and conditions of the Plan and the attached Performance-Based Restricted Stock Unit Award Agreement, as follows:

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fiee, INC.

 

COMMON STOCK

 

SALES AGREEMENT

 

June 23, 2026

 

A.G.P./Alliance Global Partners

590 Madison Avenue, 28th Floor

New York, NY 10022

 

Ladies and Gentlemen:

 

FiEE, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (the “Sales Agent”), as follows:

 

1. Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell to or through the Sales Agent, acting as agent or principal, shares of the Company’s common stock, par value $0.01 (the “Common Stock”), subject to the limitations set forth in Section 3(b) hereof. The issuance and sale of Common Stock to or through the Sales Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company, which has been declared effective under the Securities Act (as defined below) by the U.S. Securities and Exchange Commission (the “Commission”).

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