Browse EX-10 agreements

EROCK, INC.

EXECUTIVE SEVERANCE PLAN

1. Purpose. The purpose of the ERock, Inc. Executive Severance Plan (the “Plan”) is to provide severance benefits to certain employees of ERock, Inc. and its Affiliates in the event of a Qualifying Termination or Change in Control Qualifying Termination. The Plan is maintained for the purpose of providing benefits for a select group of management or highly compensated employees.

2. Definitions.

(a) “Affiliate” means any entity in which the Company has a substantial direct or indirect equity interest.

(b) “Base Salary” means the Participant’s annualized base salary, as in effect immediately before the Participant’s termination of employment (without regard to any reduction that constitutes Good Reason), excluding overtime, bonuses, incentive compensation or any other special payments.

(c) “Board” means the Board of Directors of the Company.

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COOPERATION AND EARNOUT AGREEMENT

 

This Cooperation and Earnout Agreement (this “Agreement”) is made and entered into as of June 10, 2026 (the “Effective Date”), by and between NEXTTRIP, INC., a Nevada corporation (“NextTrip”), and YADA COMMERCE INC, a Florida corporation (“YADA”). NextTrip and YADA are referred to herein individually as a “Party” and collectively as the “Parties.”

 

RECITALS

 

WHEREAS, pursuant to that certain Stock Purchase Agreement by and among the applicable parties thereto (the “Purchase Agreement”), NextTrip has acquired a controlling ownership interest in YADA;

 

WHEREAS, in connection with the transactions contemplated by the Purchase Agreement, the Parties desire to establish a long-term strategic commercial relationship involving social commerce, creator engagement, travel commerce, media monetization, music artist promotional events, sponsorships, loyalty programs and related activities;

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STOCK PURCHASE AGREEMENT

 

This Stock Purchase Agreement (this “Agreement”) is made and entered into as of June 10, 2026 (the “Effective Date”), by and among NEXTTRIP, INC., a Nevada corporation (“Buyer” or “NextTrip”), YADA COMMERCE INC, a Florida corporation (the “Company”), and HIGH CLASS HOLDINGS LLC and CARBON CAPITAL CORP the current shareholders of the Company (the “YADA Founding Shareholders”) listed on Schedule A (collectively, the “Sellers”, and each, a “Seller”). Buyer, the Company, and Sellers are referred to herein individually as a “Party” and collectively as the “Parties”.

 

RECITALS

 

WHEREAS, Sellers own of record and beneficially one hundred percent (100%) of the issued and outstanding shares of the Company, as more particularly set forth on Schedule A;

 

WHEREAS, the Company operates a social commerce, influencer marketing, creator engagement, and TikTok Partner Agency business;

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INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [●], 2026, by and between SAMOS ENERGY ACQUISITION CORPORATION, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).

 

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or officers 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 corporations;

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SPONSOR PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

 

THIS SPONSOR PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Samos Energy Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Samos Energy Acquisition Sponsor, LP, a Delaware limited partnership (the “Sponsor”).

 

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit (the “Units”) consisting of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (the “Warrants”) as set forth in the Company’s registration statement on Form S-1 (File No. [●]) (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of $

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Execution Version

 

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

 

Not to Exceed $300,000

March 4, 2026

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

 

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Samos Energy Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. (the “Subscriber”).

 

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit (the “Units”) consisting of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (the “Warrants”) as set forth in the Company’s registration statement on Form S-1 (File No. [●]) (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”). Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per share. The Subscriber has agreed to purchase 2,0

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SAMOS ENERGY ACQUISITION CORPORATION

535 Fifth Avenue, 4th Floor, Suite 1051

New York, NY 10017

[●], 2026

 

Samos Energy Acquisition Corporation

535 Fifth Avenue, 4th Floor, Suite 1051

New York, NY 10017

 

Re:

Administrative Support Agreement

 

Ladies and Gentlemen:

 

This letter agreement by and between Samos Energy Acquisition Corporation (the “Company”) and [____] (“Service Entity”), an affiliate of our sponsor, Samos Energy Acquisition Sponsor, LP (“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 “*

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[●], 2026

 

Samos Energy Acquisition Corporation

535 Fifth Avenue, 4th Floor, Suite 1051

New York, New York 10017

 

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 Samos Energy Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 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-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 to adjustment. The Units shall be sold in the

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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 Samos Energy Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Samos Energy Acquisition Sponsor, LP, a Delaware limited partnership (the “Sponsor”), and Cantor Fitzgerald & Co., a New York general partnership (the “Representative”) (the Sponsor and the Representative together with 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

WHEREAS, the Company’s initial shareholders own an aggregate of 5,750,000 of the Company’s Class B ordinary shares (up to 750,000 of which are subject to forfeiture depending on the extent of underwriter’s exercise of the over-allotment option), par value $0.0001 per share (the “Founder Shares”);

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