{"url_path":"/sec/tms/8-k/2026-06-25/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-25","source_url":"https://www.sec.gov/Archives/edgar/data/2048951/0001193125-26-283064-index.html","accession_number":"0001193125-26-283064","cik":"0002048951","ticker":"TMS","issuer_name":"Teamshares Inc","edgar_url":"https://www.sec.gov/Archives/edgar/data/2048951/0001193125-26-283064-index.html","primary_entity_key":"0002048951","primary_entity_name":"Teamshares Inc"},"word_count":1060,"has_tables":true,"body_markdown":"Item 1.01.\n\nEntry into a Material Definitive Agreement.\n\nIndemnification Agreements\n\nIn connection with the consummation of the Transactions, on the Closing Date, the Company entered into indemnification agreements with each of its directors and executive officers. These agreements, among other things, require the Company to indemnify its directors and officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of their services as one of the Company’s directors or officers or any other company or enterprise to which the person provides services at the Company’s request.\n\nThe foregoing description of the indemnification agreements is qualified in its entirety by the full text of the form of indemnification agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.\n\nLock-Up Agreements\n\nSponsor Letter Agreement\n\nContemporaneously with the execution and delivery of the Merger Agreement and in connection with the consummation of the Transactions and as contemplated by the Merger Agreement, Live Oak entered into the Sponsor Letter Agreement with the Sponsor and Legacy Teamshares, pursuant to which the Sponsor agreed, among other things, to certain transfer restrictions with respect to shares of Common Stock held by the Sponsor following the Closing. The material terms of the Sponsor Letter Agreement are described in the section of the Proxy Statement/Prospectus titled “The Business Combination Proposal (Proposal 1)— Related Agreements—Sponsor Letter Agreement.” The foregoing description is qualified in its entirety by the text of the Sponsor Letter Agreement, which is included as Exhibit 10.2 to this Current Report and is incorporated herein by reference.\n\nSignificant Company Holder Lock-Up \n\nContemporaneously with the execution and delivery of the Merger Agreement and in connection with the consummation of the Transactions and as contemplated by the Merger Agreement, Live Oak and certain equity holders of Legacy Teamshares entered into lock-up agreements, pursuant to which such holders agreed not to, among other things, sell, pledge, grant any option to purchase or otherwise dispose of their shares of Common Stock for a specified period following the Closing Date. The foregoing description is qualified in its entirety by the text of the form of Significant Company Holder Lock-Up Agreement, which is included as Exhibit 10.3 to this Current Report and is incorporated herein by reference.\n\nManagement Lock-Up \n\nContemporaneously with the execution and delivery of the Merger Agreement and in connection with the consummation of the Transactions, Live Oak and each member of the Legacy Teamshares’s management entered into lock-up agreements, pursuant to which such holders agreed to certain transfer restrictions with respect to their shares of Common Stock for a specified period following the Closing Date. The foregoing description is qualified in its entirety by the text of the form of Management Lock-Up Agreement, which is included as Exhibit 10.4 to this Current Report and is incorporated herein by reference.\n\nEmployee Lock-Up \n\nOn the Closing Date, the Company and Company employees entered into lock-up agreements, pursuant to which such holders agreed not to, among other things, sell, pledge, grant any option to purchase or otherwise dispose of their shares of Common Stock for a specified period following the date of the Employee Lock-up Agreement. The foregoing description is qualified in its entirety by the text of the form of Employee Lock-Up Agreement, which is included as Exhibit 10.5 to this Current Report and is incorporated herein by reference.\n\nReleased Former Sponsor Shares\n\nNotwithstanding the transfer restrictions described above, pursuant to the First Insider Letter Amendment, dated November 14, 2025, and the Second Insider Letter Amendment, dated April 1, 2026, each by and among the Company, the Sponsor and Legacy Teamshares (collectively, the “Insider Letter Amendments”), an aggregate of 100,471 Incentive Founder Shares that were actually utilized to incentivize commitments for financing transactions and non-redemption arrangements in connection with the Business Combination were released from the Sponsor lock-up restrictions upon the Closing and are not subject to the transfer restrictions otherwise applicable to the Sponsor Shares.\n\nThe foregoing description is qualified in its entirety by the text of the Insider Letter Amendments, which are included as Exhibits 10.2(a) and 10.2(b) to this Current Report and is incorporated herein by reference.\n\n \n\n4\n\nAmended and Restated Registration Rights Agreement\n\nOn the Closing Date, in connection with the consummation of the Transactions and as contemplated by the Merger Agreement, Live Oak, the Sponsor, certain persons and entities receiving shares of Common Stock in connection with the Business Combination (the “New Holders” and, together with the Sponsor, the “Reg Rights Holders”) entered into the Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”), pursuant to which the Company has agreed to use its commercially reasonable efforts to (1) file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale of certain securities held by or issuable to the Reg Rights Holders (the “Resale Registration Statement”) and (2) cause the Resale Registration Statement to become effective as soon as reasonably practicable after the filing thereof. In certain circumstances, the Reg Rights Holders may demand underwritten offerings and will be entitled to customary piggyback registration rights.\n\nThe material terms of the A&R Registration Rights Agreement are described in the section of the Proxy Statement/Prospectus titled “The Business Combination Proposal (Proposal 1)—Related Agreements—Registration Rights Agreement.” The foregoing description of the A&R Registration Rights Agreement is qualified in its entirety by the full text of the A&R Registration Rights Agreement, a copy of which is filed as Exhibit 10.6 to this Current Report and incorporated herein by reference.\n\nSubscription Agreements\n\nThe information set forth under the “Introductory Note—PIPE Investment” above is incorporated into this Item 1.01 by reference.\n\nForward Purchase Agreement\n\nOn June 1, 2026, in connection with the Business Combination, Live Oak entered into an agreement (the “Forward Purchase Agreement”) with a fund sub-advised by JBA Asset Management LLC (“Seller”) for an OTC Equity Prepaid Forward Transaction to purchase shares of Common Stock. Capitalized terms used but not otherwise defined in this subsection have the meanings ascribed to them in the Forward Purchase Agreement.\n\nThe foregoing description of the Forward Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Forward Purchase Agreement, a copy of which is included as Exhibit 10.9 to this Current Report and is incorporated herein by reference."}