Browse EX-10 agreements

CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE
IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS
AS PRIVATE OR CONFIDENTIAL.

Framework Cooperation Agreement

This Framework Cooperation Agreement (hereinafter referred to as “this Framework Agreement”) is entered into by Party A and Party B on September 22, 2025:

Party A：FAIRY CLOUDS TECHNOLOGY HOLDINGS LIMITED
Registered Address	ROOM 701, UNIT 108, 7/F, TOWER B NEW MANDARIN PLAZA 14 SCIENCE MUSEUM ROAD TSIM SHA TSUI, KOWLOON, HK

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CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE
IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS
AS PRIVATE OR CONFIDENTIAL.

MASTER COOPERATION AGREEMENT

Contract No.: KIKA-IFPC-20250901

Date of Signing: September 21, 2025

Party A: INNOVATION SPARK TECHNOLOGY LIMITED

Company registration number: 2061364

Party B: KIKA TECHNOLOGY INC.

Company registration number: 425046

Based on the principles of equality, mutual benefit, common development, complementary advantages, and equivalent compensation, Party A and Party B have mutually agreed upon the following terms regarding Party A’s provision of promotional services on Party B’s platform through friendly consultation:

Article 1 Definitions

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**AMENDMENT TO NOTE PURCHASE AGREEMENT **

This Amendment to Note Purchase Agreement (this “Amendment”) is entered into this 8th day of September, 2026.

**BETWEEN: **

**ODYSSEY MARINE EXPLORATION, INC. **

as Issuer

- and -

**AMERICAN OCEAN MINERALS **

**CORPORATION **

as Holder

WHEREAS, Odyssey Marine Exploration, Inc. (the “Issuer”) and American Ocean Minerals Corporation (the “Holder”) entered into a note purchase agreement dated as of April 8, 2026 (as amended, amended and restated, renewed, extended, supplemented, replaced or otherwise modified to the date hereof, the “Existing NPA”) whereby the Holder agreed to purchase certain senior secured notes from the Issuer in the aggregate amount of up to U.S. $10,000,000 subject to the terms of the Existing NPA;

AND WHEREAS, pursuant to the Existing NPA, the Issuer issued certain Initial Notes dated as of May 11, 2026; May 28, 2026; June 29, 2026; and July 31, 2026 (the “Existing Initial Notes”) in the aggregate principal amount of $5,000,000;

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**FIRST AMENDING AGREEMENT **

This First Amending Agreement (this “Amendment”) is entered into this *17 *day of June, 2026.

**BETWEEN: **

**CIC LLC **

as Issuer

- and -

**AMERICAN OCEAN MINERALS CORPORATION **

as Holder

WHEREAS, the Issuer and the Holder entered into a note purchase agreement dated as of April 8, 2026 (as amended, amended and restated, renewed, extended, supplemented, replaced or otherwise modified to the date hereof, the “NPA”) whereby the American Ocean Minerals Corporation (the “Holder”) agreed to purchase a convertible note (the “Note”) from CIC LLC (the “Issuer”) in the aggregate amount of up to U.S.$5,000,000 subject to the terms of the NPA;

AND WHEREAS, pursuant to the NPA, the Holder shall not purchase the Note from the Issuer until the date on which the Go Public Transaction (as defined in the NPA) is consummated;

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** **

LIKE-KIND EXCHANGE AGREEMENT

by and among

PBT SUB, INC.

as PBT Sub,

BLACKBEARD HOLDINGS, LLC

as Blackbeard,

and

BLACKBEARD OPERATING, LLC

as BBO,

dated as of [______________], 2026

TABLE OF CONTENTS

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Article 1 DEFINITIONS		2
Section 1.1	Certain Definitions.	2
Article 2 LIKE KIND EXCHANGE		5

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SECOND AMENDED AND RESTATED

MASTER SURFACE USE AGREEMENT

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, the Parties entered into that certain Master Surface Use Agreement, dated as of October 1, 2021 (the Original Agreement”);

WHEREAS, effective as of October 1, 2025 the Parties entered into an Amendment to the Original Agreement, to modify the description of the lands covered by the Original Agreement to include additional lands (the “First Amendment”);

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FORM OF

BUSINESS – SURFACE LEASE AND
SALT WATER DISPOSAL LEASE

	STATE OF TEXAS	§
	COUNTY OF CRANE	§		KNOW ALL MEN BY THESE PRESENTS:

This lease made, entered into and effective the [____] day of [_______], 20[__], by and between [_______], as Lessors, and Nile Midstream, LLC, as Lessee.

W I T N E S S E T H:

The Lessor, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency whereof being hereby expressly acknowledged, and in consideration of the premises, mutual covenants, agreements and obligation hereinafter set forth and to be paid, kept and performed, does hereby lease, demise and let unto Lessee the following described parcel of land situated in Crane County, Texas, to-wit:

[_______] as shown on Exhibit A

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AMENDED AND RESTATED

MASTER SURFACE USE AGREEMENT

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, **the Parties entered into that certain Master Surface Use Agreement, dated as of January 1, 2022 (the Original Agreement”);

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AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

PBT LAND AND MINERALS OPCO, LLC

DATED AS OF [●]

THE LIMITED LIABILITY COMPANY INTERESTS IN PBT LAND AND MINERALS OPCO, LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE BEEN OR ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH INTERESTS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE AND ANY OTHER APPLICABLE SECURITIES LAWS; (II) THE TERMS AND CONDITIONS OF THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT; AND (III) ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BETWEEN THE MANAGING MEMBER AND THE APPLICABLE MEMBER (AS SUCH TERMS ARE DEFINED IN THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT). THE LIMITED

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MASTER SURFACE USE AGREEMENT

This Master Surface Use Agreement (this “Agreement”) is made and entered into this 1st day of July 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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AMENDED AND RESTATED

MASTER SURFACE USE AGREEMENT

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, **the Parties entered into that certain Master Surface Use Agreement, dated as of January 1, 2022 (the Original Agreement”);

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MASTER SURFACE USE AGREEMENT

This Master Surface Use Agreement (this “Agreement”) is made and entered into this 1st day of July 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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