Browse EX-10 agreements

Exhibit 10.3

 

VOTING AND SUPPORT AGREEMENT

 

This Voting and Support Agreement (this “Agreement”), dated as of April 26, 2026, is entered into by and among RE/MAX Holdings, Inc., a Delaware corporation (“Wildlife”), and each of the undersigned stockholders (each, the “Stockholder” and together, the “Stockholders”) of RIHI, Inc., a Delaware corporation (the “Company”).

 

WHEREAS, this Agreement is being entered into in connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of the date hereof, by and among the Company, Wildlife and the other parties thereto (as the same may be amended, supplemented or modified, the “Merger Agreement”), and the Arrangement Agreement and Plan of Merger, dated as of the date hereof, by and among Wildlife, The Real Brokerage Inc., a company existing under the laws of the Province of British Columbia (“Wildlife Merger Parent”), and the other parties thereto (as the same may be amended, supplemented or modified, the “Wildlife Merger Agreement”);

…

Exhibit 10.2

 

VOTING AND SUPPORT AGREEMENT

 

This Voting and Support Agreement (this “Agreement”), dated as of April 26, 2026, is entered into by and among RE/MAX Holdings, Inc., a Delaware corporation (the “Company”), The Real Brokerage Inc., a company existing under the laws of the Province of British Columbia (“Parent”), and each of the undersigned stockholders (each, the “Stockholder” and together, the “Stockholders”) of the Company.

 

WHEREAS, this Agreement is being entered into in connection with the transactions contemplated by the Arrangement Agreement and Plan of Merger, dated as of the date hereof, by and among the Company, Parent and the other parties thereto (as the same may be amended, supplemented or modified, the “Merger Agreement”) and the Agreement and Plan of Merger, dated as of the date hereof, by and among the Company, RIHI, Inc. (“Rhino”) and the other parties thereto (as the same may be amended, supplemented or modified, the “Rhino Merger Agreement”);

…

Exhibit 10.1

 

VOTING AND SUPPORT AGREEMENT

 

This Voting and Support Agreement (this “Agreement”), dated as of April 26, 2026, is entered into by and among RE/MAX Holdings, Inc., a Delaware corporation (the “Company”), The Real Brokerage, Inc., a company existing under the laws of the Province of British Columbia (“Parent”) and each of the undersigned shareholders (each, the “Shareholder” and together, the “Shareholders”) of Parent.

 

WHEREAS, this Agreement is being entered into in connection with the transactions contemplated by the Arrangement Agreement and Plan of Merger, dated as of the date hereof, by and among the Company, Parent and the other parties thereto (as the same may be amended, supplemented or modified, the “Merger Agreement”);

…

SECOND LIEN TERM LOAN CREDIT AGREEMENT dated as of December 27, 2024 by and among

HORNBECK OFFSHORE SERVICES, INC., as Borrower

STONEBRIAR COMMERCIAL FINANCE LLC, as Administrative Agent,

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Collateral Trustee

and

THE LENDERS PARTY HERETO

____________________

**NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIENS AND SECURITY INTERESTS GRANTED PURSUANT TO THIS AGREEMENT, AND THE EXERCISE OF ANY RIGHT OR REMEDY BY WILMINGTON TRUST, NATIONAL ASSOCIATION, AS COLLATERAL TRUSTEE (AS DEFINED HEREIN) HEREUNDER, ARE SUBJECT TO THE LIMITATIONS, SUBORDINATION PROVISIONS AND OTHER TERMS OF THE JUNIOR LIEN INTERCREDITOR AGREEMENT, DATED AS OF DECEMBER 27, 2024 (AS AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “ORIGINAL JUNIOR LIEN INTERCREDITOR AGREEMENT”) BY AND AMONG, INTER ALIOS, DNB

…

---

Exhibit 10.8

LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of April 22, 2026 and effective as of the Effective Time (as defined herein) (except as otherwise provided herein), is made and entered into by and among Helix Energy Solutions Group, Inc., a Minnesota corporation (the “Company”), and the undersigned securityholder (the “Holder”) of Hornbeck Offshore Services, Inc., a Delaware corporation (“Hornbeck”).

…

TAKEOVER AGREEMENT

This Takeover Agreement (“Agreement”) is made and entered into, by and between Hornbeck Offshore Services, LLC (“Obligee”), on the one hand, and Fidelity & Deposit Company of Maryland and Zurich American Insurance Company (collectively, the “Surety”), on the other hand.

WITNESSETH:

WHEREAS, Gulf Island Shipyards, LLC (“Principal”) and Obligee are parties to a Vessel Construction Agreement (collectively with the drawings, specifications, all fully- executed amendments, and all fully-executed change orders thereto, the “Hull 369 Contract”) pertaining to the construction of one Multi-Purpose Supply Vessel known as Hull No. 369 (“Hull 369”).

…

EXECUTION VERSION

FOURTH AMENDED AND RESTATED TRADE NAME AND TRADEMARK LICENSE AGREEMENT

This Fourth Amended and Restated Trade Name and Trademark License Agreement (this “Agreement”) is executed as of April 23, 2026 and is effective as of the Closing, as defined in that certain the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Helix Energy Solutions Group, Inc. (“Helix”), Hornbeck Offshore Services Inc. and the other parties thereto (the “Commencement Date”), and entered into by and between HFR, LLC, a Texas Limited Liability Company (“Licensor”), and Hornbeck Offshore Operators, LLC, a Delaware Limited Liability Company (“Licensee”). Licensee and Licensor are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

…

SETTLEMENT TERM SHEET

This Settlement Term Sheet is entered into by and among Hornbeck Offshore Services, LLC (“HOS”), Gulf Island Shipyards, LLC (“G1S”), Gulf Island Fabrication, Inc. (“GIFI”), Fidelity & Deposit Company of Maryland (“F&D”) and Zurich American Insurance Company (F&D and Zurich American Insurance Company, collectively, “Zurich”) and made effective as of this 3rd day of October 2023.

For good and valuable consideration, the sufficiency of which is acknowledged, the parties agree to the following settlement terms:

1. HOS revokes its $ 146 million all cash offer.

2. Zurich exercises its option under Paragraph 1 of the bonds to take over the contracts and complete Hulls 369/370. The vessels will be completed at either Bollinger Shipyards or Eastern Shipbuilding Group, or another mutually agreed shipyard.

3. Subject to HOS’ financial contribution below, Zurich will be responsible for the entire cost to complete Hulls 369/370 per the terms of the contracts and the drawings and specifications.

…

FIRST AMENDMENT TO CREDIT AGREEMENT

This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of December 27, 2024, is entered into by and among (i) Hornbeck Offshore Services, Inc., a Delaware corporation, as borrower (the “Borrower”), (ii) the Lenders constituting Required Lenders under Section 11.01 of the Existing Credit Agreement (as defined below) (such Lenders, the “Consenting Lenders”), (iii) Wilmington Trust, National Association (“WT”), as Collateral Agent (in such capacity, the “Collateral Agent”) under the Existing Credit Agreement and as Collateral Trustee (in such capacity, the “Collateral Trustee”) under the Credit Agreement and the First Amendment Collateral Trust Agreement (in each case, as defined below), and (iv) DNB Bank ASA, New York Branch (“DNB”), as administrative agent (the “Administrative Agent”).

…

Execution Version

CREDIT AGREEMENT dated as of August 13, 2024 by and among

HORNBECK OFFSHORE SERVICES, INC., as Borrower

DNB BANK ASA, NEW YORK BRANCH, as Administrative Agent,

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Collateral Agent

and

THE LENDERS PARTY HERETO

DNB MARKETS, INC., JPMorgan Chase Bank, N.A and Barclays bank PLC

as Lead Arrangers and Physical Bookrunners

---

TABLE OF CONTENTS

Article I Definitions and Accounting Terms	1
SECTION 1.01   Defined Terms	1
SECTION 1.02   Other Interpretive Provisions	96
SECTION 1.03   Accounting and Finance Terms; Accounting Periods; Unrestricted Subsidiaries	97
SECTION 1.04   Rounding	97
SECTION 1.05   References to Agreements, Laws, Etc	97
SECTION 1.06   Times of Day	97
SECTION 1.07   [Reserved]	97
SECTION 1.08   Pro Forma Calculations; Limited Condition Transactions; Basket and Ratio Compliance	97
SECTION 1.09   Currency Equivalents Generally	100
Article II The Commitments and Borrowings	101
SECTION 2.01   [Reserved]	101

…

EXECUTIVE EMPLOYMENT AGREEMENT

THIS AGREEMENT is made as of the         day of         Month         year

B E T W E E N:

VERSAVERSABANK, a corporation continued under the Bank Act (Canada) (hereinafter called “VersaBank”)

OF THE FIRST PART

of the City of London, in the Province of Ontario (Hereinafter referred to as the “Executive”)

OF THE SECOND PART

WHEREAS:

	A.	VersaBank carries on the business of a financial institution (the “Business or Business Activity);

	B.	The Executive has been employed with VersaBank since and most recently in the position of .

	C.	VersaBank and the Executive have agreed to continue the employment relationship for their mutual benefit in accordance with the terms and conditions set out in this Agreement;

…

EXECUTIVE EMPLOYMENT AGREEMENT

THIS AGREEMENT is made effective as of the 16th day of June 2025.

BETWEEN:

VERSAHOLDINGS US CORP.

a corporation incorporated under the laws of Delaware

(Hereinafter called the “Employer”)

• and -

DAVID ROY TAYLOR

(Hereinafter called the “Executive”)

WHEREAS the Employer carries on the business of a United States Bank Holding Company;

AND WHEREASthe Executive is a key executive of the Employer and has made and continues to make valuable contributions to the Business;

AND WHEREAS the Executive has been employed with the Employer, or its affiliates and their successors, since January 18, 1993, most recently pursuant to the terms and conditions of an executive agreement dated December 3, 2024 (the “Former Agreement”) between the Executive and VersaBank, a corporation continued under the Bank Act (Canada) (hereinafter, “VersaBank”);

…