Browse EX-10 agreements

TAX RECEIVABLE AGREEMENT

among

EROCK, INC.,

a Delaware corporation,

ENCHANTED ROCK HOLDINGS, LLC,

a Delaware limited liability company,

and

CERTAIN OTHER PERSONS NAMED HEREIN

dated as of June 11, 2026

 

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Table of Contents

 

 

 

 

  

Page

 

Article I DETERMINATION OF REALIZED TAX BENEFIT

  

 

4

 

Section 1.01

 

Realized Tax Benefit and Realized Tax Detriment

  

 

4

 

Section 1.02

 

Assumptions, Conventions, and Principles for Calculations

  

 

4

 

Section 1.03

 

Procedures Relating to Calculation of Tax Benefits

  

 

6

 

Article II TAX BENEFIT PAYMENTS, THE CONSOLIDATED GROUP, AND TRANSFERS OF CORPORATE ASSETS

  

 

9

 

Section 2.01

 

Payments

  

 

9

 

Section 2.02

 

No Duplicative Payments

  

 

9

 

Section 2.03

 

Order of Payments

  

 

9

 

Section 2.04

 

No Escrow or Clawback; Reduction of Future Payments

  

 

10

 

Section 2.05

 

Admission of PubCo into a Consolidated Group; Transfers of Corporate Assets

  

 

10

 

Article III EARLY TERMINATIONS AND CHANGE OF CONTROL

  

 

12

 

Section 3.01

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EROCK, INC.

2026 EQUITY INCENTIVE PLAN

 

1.

Purpose

The purpose of this ERock, Inc. 2026 Equity Incentive Plan (the “Plan”) is to promote and closely align the interests of employees, officers, non-employee directors and other individual service providers of ERock, Inc. and its stockholders by providing stock-based compensation and other performance-based compensation. The objectives of the Plan are to attract and retain the best available employees, officers, non-employee directors and other individual service providers for positions of substantial responsibility and to motivate Participants to optimize the profitability and growth of the Company through incentives that are consistent with the Company’s goals and that link the personal interests of Participants to those of the Company’s stockholders. The Plan provides for the grant of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units and Other Stock-Based Awards and for Incentive Bonuses, which may be paid in cash, Common Stock or a combination thereof, as determined by the Commi

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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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ASSET PURCHASE AND ACQUISITION AGREEMENT

 

THIS ASSET PURCHASE AND ACQUISITION AGREEMENT (this “Agreement”) is entered into as of June 9, 2026 (the “Effective Date”), by and between Caro Holdings Inc., a Nevada corporation (“Caro”), and Goldrange Resources Corp., an Ontario corporation (“Goldrange,” and together with Caro, the “Parties”).

 

RECITALS

 

A. Caro is a “reporting company” in the United States, and the Caro Common Shares (as defined below) are quoted on the OTC Markets Group, Inc. over-the-counter marketplace.

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Consulting Agreement Amendment A

This Consulting Agreement Amendment is dated May 7, 2026 (the “Effective Date”), by and between Richard Ferrari and Tenon Medical, Inc. (collectively, the “Parties”).

 

WHEREAS the Parties entered into a Consulting Agreement on May 7, 2021 (the “Original Contract”).

 

WHEREAS the Parties hereby agree to extend the term of the Original Contract in accordance with the terms of the Original Contract as well as the terms provided herein.

 

In consideration of the mutual covenants contained herein, the Parties mutually agree as follows:

 

The parties agree to extend the Original Contract for an additional (1) year, which will begin immediately upon the effective date of this agreement, May 7, 2026, and will end on May 6, 2027.

 

The attached Exhibit A shall supersede the previous Exhibits and amendments effective May 7, 2026.

 

All other terms and conditions of the Original Contract remain unchanged.

 

/s/ Richard Ferrari

 

/s/ Steve Foster

Richard Ferrari

 

Steve Foster

Consultant

 

President & CEO

 

 

 

5/21/2026

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FORM OF Amendment No. 10 to Wale Oshodi’s Employment Agreement

 

This Amendment No. 10 (the “Amendment”), dated as of June 8, 2026 (the “Effective Date”), is between International Seaways, Inc. (the “Company”) and Adewale O. Oshodi (the “Executive”).

 

WHEREAS, Overseas Shipholding Group, Inc. (“OSG”) and the Executive previously entered into an employment agreement, dated September 29, 2014 and as amended as of March 2, 2015, which was assumed by the Company and subsequently further amended as of November 7, 2017; April 5, 2019; April 2, 2020; March 16, 2021; April 7, 2022; March 8, 2023; March 14, 2024; and March 12, 2025 (the “Employment Agreement”).

 

WHEREAS, the Employment Agreement was assigned to the Company on November 30, 2016 in connection with the spin-off of the Company from OSG (the “Assignment”).

 

WHEREAS, pursuant to Section 13(g) of the Employment Agreement, following the Assignment, references to “the Company” in the Employment Agreement constitute a reference to the Company (rather than to OSG).

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FORM OF Amendment No. 8 to Jeffrey D. Pribor’s Employment Agreement

This Amendment No. 8 (the “Amendment”), dated as of June 8, 2026 (the “Effective Date”), is between International Seaways, Inc. (the “Company”) and Jeffrey D. Pribor (the “Executive”).

 

WHEREAS, the Company and the Executive previously entered into an employment agreement, dated November 9, 2016, as amended as of April 5, 2019; April 2, 2020; March 16, 2021; April 7, 2022; March 8, 2023; March 14, 2024; and March 12, 2025 (the “Employment Agreement”).

 

WHEREAS, the Company and the Executive wish to amend the Employment Agreement in accordance with Section 13(c) thereof.

 

NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows:

 

Section 3(a) is hereby amended by replacing “$625,000” with “$675,000”.

 

Except as provided herein, the terms and conditions of the Employment Agreement shall remain in full force and effect and shall be binding on the Company.

 

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FORM OF Amendment No. 10 to Lois K. Zabrocky’s Employment Agreement

This Amendment No. 10 (the “Amendment”), dated as of June 8, 2026 (the “Effective Date”), is between International Seaways, Inc. (the “Company”) and Lois K. Zabrocky (the “Executive”).

 

WHEREAS, Overseas Shipholding Group, Inc. (“OSG”) and the Executive previously entered into an employment agreement, dated September 29, 2014 and as amended as of March 30, 2016; August 3, 2016; and November 7, 2016, which was assumed by the Company and subsequently further amended as of April 4, 2018; April 5, 2019; April 2, 2020; April 7, 2022; March 8, 2023; and March 14, 2024 (the “Employment Agreement”).

 

WHEREAS, the Employment Agreement was assigned to the Company on November 30, 2016 in connection with the spin-off of the Company from OSG (the “Assignment”).

 

WHEREAS, pursuant to Section 13(g) of the Employment Agreement, following the Assignment, references to “the Company” in the Employment Agreement constitute a reference to the Company (rather than to OSG).

…