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FORM OF LOCK-UP AGREEMENT

Graf Global Corp.

LOCK-UP AGREEMENT

 

This Lock-Up Agreement (this “Agreement”) is dated as of [●], 2026, by and among Big3 Basketball Holdings, Inc., a Delaware corporation (formerly known as Halfcourt Holdco, Inc. “Pubco”), the shareholders of Pubco listed on the signature pages hereto under the heading “Lock-up Securityholders,” each officer and director of Pubco, the Company (as defined below) and SPAC (as defined below) who hold Pubco Common Stock and/or Pubco Warrants (each as defined below) as of the Closing Date, and the other persons who enter into a joinder to this Agreement substantially in the form of Exhibit A hereto in order to become a “Lock-up Securityholder” for purposes of this Agreement (collectively, the “Lock-up Securityholders,” and each individually, a “Lock-up Securityholder”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

 

RECITALS

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EX-10.2·8-K/A·CIK 1897463·ACC 0001104659-26-073527·Filed Jun 12, 2026, 16:37 ET

EX-10.1

Shoals Technologies Group, Inc.

Document

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601 (b)(10)

Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

AMENDMENT NO. 7

AMENDMENT NO. 7, dated as of June 10, 2026 (this “Amendment”), is by and among SHOALS TECHNOLOGIES GROUP, INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto, WILMINGTON TRUST, NATIONAL ASSOCIATION, as collateral agent (in such capacity, the “Collateral Agent”), JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as administrative agent (in such capacity, the “Administrative Agent”), and the 2026 Incremental Revolving Lenders (as defined below).

W I T N E S S E T H:

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EX-10.1·8-K/A·CIK 1831651·ACC 0001831651-26-000098·Filed Jun 12, 2026, 16:12 ET

EXHIBIT 10.2

Trinseo PLC

Exhibit 10.2

 

 

 

SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION HOLDCO CREDIT AGREEMENT

 

Dated as of May 28, 2026

 

among

 

TRINSEO PLC,

as Parent and as Debtor and Debtor-in-Possession,

 

Trinseo NA Finance LLC, as Holdings and as Debtor and Debtor-in-Possession,

 

TRINSEO LUXCO FINANCE SPV S.À R.L., as the Lead Borrower and as Debtor and Debtor-in-Possession,

 

Trinseo NA Finance SPV LLC, as the Co-Borrower and as Debtor and Debtor-in-Possession,

 

THE GUARANTORS PARTY HERETO FROM TIME TO TIME

if a Debtor, as Debtor and Debtor-in-Possession,

 

THE LENDERS PARTY HERETO FROM TIME TO TIME,

 

and

 

ALTER DOMUS (US) LLC, as Administrative Agent and Collateral Agent

 

 

 

 

 

 

Table of Contents

 

Page

 

Article I Definitions and Accounting Terms     

2

 

 

Section 1.01

Defined Terms

2

Section 1.02

Luxembourg Terms

44

Section 1.03

Reserved

45

Section 1.04

Other Interpretive Provisions

46

Section 1.05

Accounting Terms

46

Section 1.06

Rounding

46

Section 1.07

References to Agreements, Laws, Etc.

47

Section 1.08

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EX-10.2·8-K/A·CIK 1519061·ACC 0001104659-26-073451·Filed Jun 12, 2026, 16:09 ET

EX-10.1

DANA Inc

Dana Incorporated

World Headquarters

P.O. Box 1000

Maumee, Ohio 43537-7000

Dana.com

June 11, 2026

Byron S. Foster

Dear Mr. Foster:

On behalf of Dana Incorporated (the “Company”), I am pleased to offer you the position of Chief Executive Officer of the Company, effective as of July 1, 2026 (the “Effective Date”), on the terms and conditions set forth in this letter agreement (this “Letter”).

1. Position and Duties

As Chief Executive Officer, you will report directly to the Board of Directors (the “Board). You will have the duties, responsibilities and authority customarily associated with the chief executive officer role, together with such additional duties consistent with your position as may be assigned by the Board. Your principal place of employment will be Novi, Michigan, subject to such travel as is reasonably necessary to perform your duties. During your employment, you will devote substantially all of your business time and attention to the business and affairs of the Company and its affiliates, subject to customary exceptions for personal investments, charitab

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EX-10.1·8-K/A·CIK 26780·ACC 0001193125-26-268470·Filed Jun 12, 2026, 07:00 ET

EX-10.2

DANA Inc

Dana Incorporated

World Headquarters

P.O. Box 1000

Maumee, Ohio 43537-7000

Dana.com

June 11, 2026

R. Bruce McDonald

Dear Mr. McDonald:

On behalf of Dana Incorporated (the “Company”), I am pleased to offer you the position of Executive Chairman of the Company, effective as of July 1, 2026 (the “Effective Date”), on the terms and conditions set forth in this letter agreement (this “Letter”).

1. Position and Duties

As Executive Chairman, you will serve as the Chairman of the Company’s Board of Directors (the “Board”) and will work with the Board, the Board’s Lead Independent Director and the Chief Executive Officer to support the Company’s strategic direction, governance, stakeholder engagement, and such other matters as may be assigned by the Board from time to time consistent with your position. Your principal place of service will be Novi, Michigan, subject to such travel as is reasonably necessary to perform your duties. During your service, you will devote such portion as the Board may reasonably require of your business time and attention to the business and affairs

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EX-10.2·8-K/A·CIK 26780·ACC 0001193125-26-268470·Filed Jun 12, 2026, 07:00 ET

Document

Exhibit 10.1

June 5, 2026

Mr. Alex Buehler

Via email

Re: Offer of Employment with Energy Recovery, Inc.

Dear Alex:

We are pleased to offer you a full-time position with Energy Recovery, Inc. (the “Company”) as Interim President and Chief Executive Officer (the “Interim CEO”), reporting to the Board of Directors. This role will be remote, with regular travel to the Company’s headquarters in San Leandro, California, and to other locations as required, and is subject to the following terms and conditions.

Start Date and Salary. This letter memorializes your appointment as Interim CEO, effective May 26, 2026. In connection with your role, you will receive a bi-weekly salary of $24,807.70 per pay period (annualized $645,000), less deductions authorized or required by law, which will be paid bi-weekly in accordance with the Company’s standard payroll procedures. It is expected that your service as Interim CEO will continue until the appointment of a permanent Chief Executive Officer, unless earlier terminated.

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EX-10.1·8-K/A·CIK 1421517·ACC 0001421517-26-000061·Filed Jun 11, 2026, 16:05 ET

EX-10.1

22nd Century Group, Inc.

22nd Century Group, Inc.

321 Farmington Road

Mocksville, North Carolina 27028

(336) 940-3769

 

Dated as of June [  ], 2026

 

To Holders of Common Stock Purchase Warrants

 

Re: Inducement Offer to Exercise Common Stock Purchase Warrants

 

Dear Holder:

 

22nd Century Group, Inc. (the “Company”) is pleased pursuant to this letter agreement (this “Agreement”) to offer to you the opportunity to exercise all or part of the warrants of the Company beneficially owned by you: (i) on August 27, 2025 and (ii) on March 23, 2026 (collectively, the “Existing Warrants”) as set forth on the signature page hereto (the “Holder”), exercisable for the number shares of the Company’s common stock, par value $0.00001 per share, as set forth in such Existing Warrants (the “Existing Warrant Shares”). The Existing Warrant Shares were registered on a registration statement on Form S-3 (File Nos. 333-270473 and 333-294792). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Existing Warrants.

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EX-10.1·8-K/A·CIK 1347858·ACC 0001493152-26-027870·Filed Jun 09, 2026, 09:28 ET

EX-10.1

Nauticus Robotics, Inc.

nauticusroboticsinc2022o

NAUTICUS ROBOTICS, INC. 2022 OMNIBUS INCENTIVE PLAN (as approved by the shareholders on May 27, 2026) Effective September 9, 2022 Section 1. General. The purposes of the Nauticus Robotics, Inc. 2022 Omnibus Incentive Plan (the “Plan”) are to (a) encourage the profitability and growth of the Company through short-term and long-term incentives that are consistent with the Company’s objectives; (b) give Participants an incentive for excellence in individual performance; (c) promote teamwork among Participants; and (d) give the Company a significant advantage in attracting and retaining key Employees, Directors and Consultants. To accomplish such purposes, the Plan provides that the Company may grant (i) Options, (ii) Stock Appreciation Rights, (iii) Restricted Shares, (iv) Restricted Stock Units, (v) Performance-Based Awards (including performance-based Restricted Shares and Restricted Stock Units), (vi) Other Share-Based Awards, (vii) Other Cash-Based Awards or (viii) any combination of the foregoing. The Plan was originally adopted in connection with the con

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EX-10.1·8-K/A·CIK 1849820·ACC 0001849820-26-000098·Filed Jun 05, 2026, 19:15 ET

EX-10.1

Limitless X Holdings Inc.

Exhibit 10.1

FORM OF SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS

This Settlement Agreement and Release of Claims (“Agreement”) is entered into by and between Limitless X, Inc. (“the Company”) and __________ , an employee of Company (“Employee”).

R E C I T A L S

A. Employee has raised concerns that the Company owes Employee salary, which amounts are disputed;

B. Employee and the Company desire to avoid any disputes or claims arising out of Employee’s claims against the Company (the “Dispute”) and;

C. Employee and the Company desire to compromise, settle and release these and all other claims, whether known or unknown, arising out of the Dispute.

In consideration of the mutual covenants and promises herein contained, and to avoid the unpredictability of litigation, it is hereby agreed by and between the parties as follows:

Payments. As full and complete consideration for Employee’s signature on this Agreement, Employee shall receive the following:

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EX-10.1·8-K/A·CIK 1803977·ACC 0001493152-26-027429·Filed Jun 05, 2026, 09:17 ET

This settlement document is dated June 1, 2026 between Invech Holdings, Inc. and Andrew Chase Cochran.

History of the Deal: Invech Holdings, Inc. agreed to buy and Andrew Chase Cochran agreed to sell the www.paragonrentals.ai marketplace platform. Complete front end, back end, database, and full code for $450,000. Invech Holdings, Inc. issued Andrew Chase Cochran a convertible debt note in Invech Holdings, Inc. The debt note converted to 10 million shares of common stock at $.045 per share.

Settlement: However on June 1, 2026 both parties have agreed that Andrew Chase Cochran will settle for half the remaining note value of $225,000 convertible to 5,000,000 (five million) common shares at $0.045 per share.

Both parties agree that this settlement agreement settles forever all claims current and future in contract and in torte for the remaining amount of debt owed.

Upon signing this agreement both parties attest in writing this debt is settled to the above terms.

Invech Holdings, Inc.

Represented by: Alexander M. Woods-Leo

Role: CEO, Majority Holder

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EX-10.1·8-K/A·CIK 1009919·ACC 0001683168-26-004546·Filed Jun 04, 2026, 10:52 ET

EX-10.1

NUCOR CORP

RETIREMENT, SEPARATION, WAIVER AND RELEASE AGREEMENT

This Retirement, Separation, Waiver and Release Agreement (“Agreement”) is entered into as of the 28th day of May, 2026, by and between David A. Sumoski (“Executive”), a citizen and resident of North Carolina, and Nucor Corporation, a Delaware corporation with its principal place of business in Charlotte, North Carolina.

WHEREAS, Executive has spent 30 years as a Nucor (as hereinafter defined) employee, and has most recently been employed as Executive Vice President of Nucor Corporation, where he was significantly involved with and responsible for the management and direction of Nucor’s business operations;

WHEREAS, Executive has decided to retire and resign from his employment with Nucor effective June 13, 2026 (the “Effective Date”);

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EX-10.1·8-K/A·CIK 73309·ACC 0001193125-26-253839·Filed Jun 02, 2026, 17:11 ET

Exhibit 10.1

Date: June 1, 2026
To: Live Oak Acquisition Corp. V, a Cayman Islands exempted company (“LOAC”); following the Business Combination (as defined below), to Teamshares Inc., a Delaware corporation, which will result from the redomestication of LOAC to Delaware (collectively, the “Counterparty”).
Address: Live Oak Acquisition Corp. V 4921 William Arnold Road Memphis, Tennessee 38117 Attn: Richard Hendrix
From: HB Strategies LLC (the “Seller”)
Re: Prepaid Share Forward

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EX-10.1·8-K/A·CIK 2048951·ACC 0001213900-26-063827·Filed Jun 02, 2026, 09:09 ET