Browse EX-10 agreements

FORM OF PUBCO VOTING AGREEMENT

 

This Voting Agreement (this “Agreement”) is made and entered into as of [   ], 2026, by and among Noble Africa LLC, a Delaware limited liability company and a direct, subsidiary of Parent (as defined below) (the “Company”), ENDRA Life Sciences Inc., a Delaware corporation (“PubCo”), and the undersigned holder (the “Stockholder”) of Shares (as defined below) of PubCo. Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

 

RECITALS

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Execution Version

 

AMENDMENT NO. 1 TO CREDIT AGREEMENT

This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment No. 1”), dated as of June 23, 2026, is entered into among Forgent Intermediate III LLC, a Delaware limited liability company (“Holdings”), Forgent Power LLC, a Delaware limited liability company (the “Parent Borrower”), US MetalCo Holdings LLC, a Delaware limited liability company (the “MGM Borrower”), PwrQ Intermediate LLC, a Delaware limited liability company (the “PwrQ Borrower”), States Manufacturing Holdings LLC, a Delaware limited liability company (the “States Borrower”, together with the Parent Borrower, the MGM Borrower and the PwrQ Borrower, collectively, the “Borrowers”), the Subsidiary Guarantors party hereto, each Amendment No. 1 Rollover Lender (as defined below), each Person identified on the signature pages hereto as an “Amendment No. 1 Additional Lender” (collectively, the “Amendment No. 1 Additional Lenders”, and, together with each Amendment No. 1 Rollover Lender, the “Amendment No. 1 Refinancing Term Lenders”), each Revolving Lender and Jefferies Fi

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BINDING LETTER OF INTENT

Acquisition of a Majority Membership Interest in Paradox Data LLC by Z Squared Inc.

June 18, 2026

Paradox Data LLC

800 Laurel Oak Drive

Apt. #4

Naples, FL 34108

 

Attn: Armand Nannicola

 

Re: Acquisition of a Majority Membership Interest in Paradox Data LLC

 

Ladies and Gentlemen:

 

This Binding Letter of Intent (this “LOI”) sets forth the mutually agreed principal terms and conditions upon which Z Squared Inc., a Delaware corporation (Nasdaq: ZSQR) (the “Buyer” or “Issuer”), proposes to acquire a fifty-one percent (51%) majority membership interest in Paradox Data LLC, a [●] limited liability company (the “Company” or “Paradox”), from the holders of the membership interests of the Company (collectively, the “Sellers”) (the “Transaction”). Upon execution of this LOI by the Buyer and the Sellers, the parties shall be bound as set forth in Section 17 below.

 

1. The Transaction

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Document

Exhibit 10.1

Execution Version

$500,000,000

Oceaneering International, Inc.

6.875% Senior Notes due 2034

Purchase Agreement

June 24, 2026

J.P. Morgan Securities LLC

As Representative of the

several Initial Purchasers listed

in Schedule 1 hereto

c/o J.P. Morgan Securities LLC

270 Park Avenue    

New York, New York 10017

Ladies and Gentlemen:

    Oceaneering International, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $500,000,000 principal amount of its 6.875% Senior Notes due 2034 (the “Securities”). The Securities will be issued pursuant to the fourth supplemental indenture, to be dated as of the Closing Date (as defined below) (the “Fourth Supplemental Indenture”), between the Company and Computershare Trust Company, N.A., as trustee (the “Trustee”), to the indenture, dated as of November 21, 2014, between the Company and the Trustee, as successor to Wells Fargo Bank, Nation

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Document

Exhibit 10.1

[DEALER]1

     [_____________], 2026

To:     Robinhood Markets, Inc.

85 Willow Road

Menlo Park, California 94025

Attention: Corporate Secretary

Email: corporatesecretary@robinhood.com

Re: [Base][Additional] Call Option Transaction

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [DEALER] (“Dealer”) and Robinhood Markets, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

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FORM OF PUBCO VOTING AGREEMENT

 

This Voting Agreement (this “Agreement”) is made and entered into as of June 25, 2026, by and among Noble Africa LLC, a Delaware limited liability company and a direct, subsidiary of Parent (as defined below) (the “Company”), ENDRA Life Sciences Inc., a Delaware corporation (“PubCo”), and the undersigned holder (the “Stockholder”) of Shares (as defined below) of PubCo. Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

 

RECITALS

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NOBLE AFRICA LLC SUBSCRIPTION DOCUMENTS BOOKLET FOR CLASS [A/B] UNITS ** ** INSTRUCTIONS AND SUBSCRIPTION DOCUMENTS ** **

1

INSTRUCTIONS TO SUBSCRIBERS

Persons and entities wishing to subscribe for Class [A/B] Units (“Units”) of Noble Africa LLC, a Delaware limited liability company (the “Company”), should complete and sign the Subscription Agreement and supplemental documents contained herein. You may subscribe by completing the following steps set forth below. **YOU MUST CAREFULLY READ (1) THIS SUBSCRIPTION BOOKLET IN ITS ENTIRETY AND (2) THE LIMITED LIABILITY COMPANY AGREEMENT OF THE COMPANY PRIOR TO SUBSCRIBING FOR UNITS. **

DOCUMENT NUMBER

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NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

 

PRE-FUNDED CLASS A UNIT WARRANT

 

NOBLE AFRICA LLC

 

Warrant Units: [______] 

Initial Exercise Date: __, 2026

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TEAMSHARES INC.

2026 INCENTIVE AWARD PLAN

ARTICLE I.

PURPOSE

The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capitalized terms used in the Plan are defined in Article XI.

ARTICLE II.

ELIGIBILITY

Service Providers are eligible to be granted Awards under the Plan, subject to the limitations described herein.

ARTICLE III.

ADMINISTRATION AND DELEGATION

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EX-10.10(a)

Exhibit 10.10(a)

 

TEAMSHARES INC.

2026 INCENTIVE AWARD PLAN

STOCK OPTION GRANT NOTICE

Teamshares Inc., a Delaware corporation (the “Company”) has granted to the participant listed below (“Participant”) the stock option (the “Option”) described in this Stock Option Grant Notice (the “Grant Notice”), subject to the terms and conditions of the Teamshares Inc. 2026 Incentive Award Plan (as amended from time to time, the “Plan”) and the Stock Option Agreement attached hereto as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference. Capitalized terms not specifically defined in this Grant Notice or the Agreement have the meanings given to them in the Plan.

 

Participant:

  

[To be specified]

Grant Date:

  

[To be specified]

Exercise Price per Share:

  

[To be specified]

Shares Subject to the Option:

  

[To be specified]

Final Expiration Date:

  

[To be specified]

Vesting Commencement Date:

  

[To be specified]

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TEAMSHARES INC.

May 16, 2026

Dear Michael:

Teamshares Inc. (the “Company”) is pleased to offer you continued employment on the following terms, effective upon the closing of the business combination contemplated by that certain Agreement and Plan of Merger among Live Oak Acquisition Corp. V, the Company and certain other parties, as amended (such agreement, the “Merger Agreement” and the date on which the closing occurs, the “Effective Date”):

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TEAMSHARES INC.

2020 EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT

Unless otherwise defined herein, the terms defined in the 2020 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).

 

I.

NOTICE OF STOCK OPTION GRANT

Name:

Address:

The undersigned Participant has been granted an Option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows:

 

Date of Grant:

  

As Set Forth in Carta

  

Vesting Commencement Date:

  

As Set Forth in Carta

  

Exercise Price per Share:

  

$ As Set Forth in Carta

  

Total Number of Shares Granted:

  

As Set Forth in Carta

  

Total Exercise Price :

  

$ As Set Forth in Carta

  

Type of Option:

  

As Set Forth in Carta

  

Term/Expiration Date:

  

As Set Forth in Carta

  

Vesting Schedule:

This Option shall be exercisable, in whole or in part, according to the following vesting schedule:

As Set Forth in Carta

Termination Period:

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