Browse EX-10 agreements

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MASTER SURFACE USE AGREEMENT

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This Amended and Restated Master Surface Use Agreement (this “Agreement”) is made and entered into this 1st day of January 2026 (the “Effective Date”), by and between US Land Guild, LLC, whose address is 1751 River Run, Suite 405, Fort Worth, TX 76107, (“Surface Owner”) and Blackbeard Operating, LLC, whose address is 300 N. Loraine, Suite 300, Midland, Texas 79701 (“Operator”). Together Operator and Surface Owner will hereinafter be referred to at times as the “Parties”.

WHEREAS, reference is hereby made to the following described lands (the “Lands):

See Exhibit “A”

WHEREAS, Surface Owner is the owner of the surface estate in and to the Lands; and,

WHEREAS, Operator is the owner and holder of certain oil and gas leases and/or may become the owner of oil and gas leases and/or other mineral interests within the Lands;

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PAID UP OIL AND GAS LEASE - WELLBORE ONLY

THIS PAID UP OIL AND GAS LEASE - WELLBORE ONLY is made as of the 30th day of May, 2025 between US Land Guild, LLC whose address is 1751 River Run, Suite 405, Fort Worth, Texas 76107, as Lessor, and BLACKBEARD OPERATING, LLC, 200 N. Loraine, Suite 300, Midland, Texas, 79701, as Lessee. All printed portions of this lease were prepared by the party hereinabove named as Lessee, but all other provisions (including the completion of blank spaces) were prepared jointly by Lessor and Lessee.

1. In consideration of a cash bonus in hand paid and the covenants herein contained, Lessor hereby grants, leases and lets exclusively to Lessee the following, hereinafter called leased premises or referred to as the “Wells”:

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Those certain wellbores of the oil and gas wells described in Exhibit A attached hereto and made a part hereof;

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Execution Version

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Credit Agreement

dated as of June 1, 2026

among

US Land Guild, LLC,
as Borrower,

JPMorgan Chase Bank, N.A.,
as Administrative Agent and Issuing Bank,

and

The Lenders Party Hereto

JPMorgan Chase Bank, N.A.,

BOKF, NA (dba Bank of Texas), Capital One, National Association,

Citigroup Global Markets Inc., Fifth Third Bank, National Association,

Regions Bank, Royal Bank of Canada, U.S. Bank National Association

and

Wells Fargo Securities, LLC,
as Joint Lead Arrangers and Joint Bookrunners,

and

Fifth Third Bank, National Association,

as Syndication Agent

TABLE OF CONTENTS

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PAID UP OIL AND GAS LEASE

THIS PAID UP OIL AND GAS LEASE is made as of the 30th day of May, 2025 between US Land Guild, LLC, whose address is 1751 River Run, Suite 405, Fort Worth, Texas 76107, as Lessor, and BLACKBEARD OPERATING, LLC, 200 N. Loraine Street, Suite 300, Midland, Texas, 79701, as Lessee. All printed portions of this lease were prepared by the party hereinabove named as Lessee, but all other provisions (including the completion of blank spaces) were prepared jointly by Lessor and Lessee.

1. In consideration of a cash bonus in hand paid and the covenants herein contained, Lessor hereby grants, leases and lets exclusively to Lessee the following described land, subject to the reservation in Paragraph 17, hereinafter called leased premises:

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Sections 1, 2, 3, 4, 5, 6, 6, 8, 9, 10, 11, 13, 15, 16, 17, & 18, Block 3, II&TC Ry Co. Survey, Crane County, TX;

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Sections 1, 3, 4, 5, 6, 7, 8, 9, 12, 14, 15 & 16, Block 4, H&TC Ry Co. Survey, Crane County, TX

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Sections 69 & 72, Block X, CCSD&RGNG R.R. Co. Survey, Crane County, TX

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BUSINESS – SURFACE LEASE AND
SALT WATER DISPOSAL LEASE

STATE OF TEXAS	§
COUNTY OF [______]	§	KNOW ALL MEN BY THESE PRESENTS:

This lease made, entered into and effective the [____] day of [_______], 20[__], by and between US Land Guild, LLC, whose address is 1751 River Run, Suite 405, Fort Worth, TX 76107, as Lessors, and Nile Midstream, LLC, whose address is 1751 River Run, Suite 405, Fort Worth, TX 76107 as Lessee.

W I T N E S S E T H:

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PAID UP OIL AND GAS LEASE

THIS PAID UP OIL AND GAS LEASE is made as of the 1st day of June, 2026 between US Land Guild, LLC whose address is 1751 River Run, Suite 405, Fort Worth, Texas 76107, as Lessor, and BLACKBEARD OPERATING, LLC, 1751 River Run, Suite 405, Fort Worth, Texas 76107, as Lessee. All printed portions of this lease were prepared by the party hereinabove named as Lessee, but all other provisions (including the completion of blank spaces) were prepared jointly by Lessor and Lessee.

1. In consideration of a cash bonus in hand paid and the covenants herein contained, Lessor hereby grants, leases and lets exclusively to Lessee the following described land, subject to the reservation in Paragraph 17, hereinafter called leased premises:

See Attached Exhibit A

It is the intent of Lessor herein to Lease all of that certain interest conveyed to Lessor in that Certain Conveyance and Deed, dated Effective June 1, 2026 and filed at Volume 717, Page 789, of the Official Public Records of Crane County, Texas.

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SUBSCRIPTION AGREEMENT

This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page to this Subscription Agreement, by and among Texas Ventures Acquisition III Corp, a Cayman Islands exempted company limited by shares (the “Issuer”, which after the date of the Domestication, shall be known as PlusAI Holdings, Inc., a Delaware corporation), Plus Automation, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Investor”). The Subscription Agreement is entered into in connection with the Agreement and Plan of Merger and Reorganization, dated September 2, 2026 (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Issuer, the Company and the other parties thereto. The transactions contemplated by the Merger Agreement are referred to in this Subscription Agreement as the “Transaction” and the purchase and sale of the Securities (as defined below) pursuant to this Subscription Agreement are referred to in this Subscription Agre

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AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with its terms, this “A&R Registration Rights Agreement”), dated as of September 2, 2026 is made and entered into by and among (i) PLUSAI HOLDINGS, INC. (f/k/a TEXAS VENTURES ACQUISITION III CORP), a Delaware corporation (the “PubCo”); (ii) each of the Persons identified on the signature pages hereto or on the signature pages to a joinder in the form attached to this A&R Registration Rights Agreement as Exhibit A under the heading “Company Shareholders” or “Insiders”; (iii) YORKVILLE ACQUISITION SPONSOR II, a Delaware limited liability company (the “Sponsor”), and its Affiliate, YA II PN, LTD. (“Sponsor Affiliate”); (iv) COHEN & COMPANY CAPITAL MARKETS, a division of Cohen & Company Securities, LLC (f/k/a Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC) (“CCM”); and (v) CLEAR STREET LLC (“Clear Street,” together with CCM, the “*Rep

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VOTING AND SUPPORT AGREEMENT

This **VOTING AND SUPPORT AGREEMENT **(this “Agreement”) is being executed and delivered as of September 2, 2026, by and among the Person named on the signature page hereto (the “Stockholder”), Texas Ventures Acquisition III Corp, a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation) (“SPAC”), and Plus Automation, Inc., a Delaware corporation (the “Company”). For purposes of this Agreement, SPAC, the Company and the Stockholder are each a “Party” and collectively the “Parties.” Each capitalized term used and not otherwise defined herein has the meaning ascribed to such term in the Merger Agreement (as defined below).

R E C I T A L S

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Date:		August 27, 2026
To:		Texas Ventures Acquisition III Corp, a Cayman Islands exempted company (“TVAIII”)
Address:		1012 Springfield Avenue, Mountainside, NJ 07092
From:		YA II PN, Ltd. (“Seller”)

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SUBSCRIPTION AGREEMENT

This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page to this Subscription Agreement, by and among Texas Ventures Acquisition III Corp, a Cayman Islands exempted company limited by shares (the “Issuer”, which after the date of the Domestication, shall be known as PlusAI Holdings, Inc., a Delaware corporation), Plus Automation, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Investor”). The Subscription Agreement is entered into in connection with the Agreement and Plan of Merger and Reorganization, dated September 2, 2026 (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Issuer, the Company and the other parties thereto. The transactions contemplated by the Merger Agreement are referred to in this Subscription Agreement as the “Transaction” and the purchase and sale of the Securities (as defined below) pursuant to this Subscription Agreement are referred to in this Subscription Agre

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