Browse EX-10 agreements

Execution Version

THE FOLLOWING INFORMATION IS SUPPLIED SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES. THIS LOAN WAS ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (“OID”) WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. A HOLDER OR BENEFICIAL OWNER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR THIS LOAN BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO THE ISSUER AT 8484 WESTPARK DRIVE, SUITE #300, MCLEAN, VIRGINIA, 22102, USA, ATTN: RICHARD NYREN, CHIEF FINANCIAL OFFICER.

CREDIT AND GUARANTY AGREEMENT

Dated as of October 10, 2023

among

AIREON LLC,

as the Borrower,

AIREON HOLDINGS LLC, AIREON CANADA LTD. AND CERTAIN OTHER SUBSIDIRIES OF AIREON

LLC FROM TIME TO TIME PARTY HERETO,
as Guarantors,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

GLAS USA LLC,
as Administrative Agent

and

GLAS AMERICAS LLC, 

as Collateral Agent

Table of Contents

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INDEMNITY AGREEMENT

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THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 6, 2026, by and between Viking Acquisition Corp. II, an exempted company incorporated under the laws of the Cayman Islands with executive offices at 900 Third Avenue, 18th Floor, New York, NY 10022 (the “Company”), and Fred Brettschneider (“Indemnitee”).

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***RECITALS ***

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WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of July 1, 2026 (as it may be amended from time to time, this “Agreement”), entered into by and between Viking Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Viking Acquisition Sponsor II, LLC the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of (1) one Class A ordinary share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and (2) one-third of one redeemable warrant (a “Warrant”) to purchase an Ordinary Share (a “Warrant Share”) to be governed by the Warrant Agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”). Each whole Warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share. The Purchaser has agreed to purchase an aggregate of 300,000 pr

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VIKING ACQUISITION CORP. II

900 Third Avenue, 18th Floor

New York, NY 10022

July 1, 2026

KingsRock Advisors, LLC

900 Third Avenue, 18th Floor

New York, NY 10022

	Re:	Administrative Support and Indemnification Agreement

Ladies and Gentlemen:

This letter agreement by and between Viking Acquisition Corp. II (the “Company”) and KingsRock Advisors, LLC (the “Services Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earl

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INDEMNITY AGREEMENT

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THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 1, 2026, by and between Viking Acquisition Corp. II, an exempted company incorporated under the laws of the Cayman Islands with executive offices at 900 Third Avenue, 18th Floor, New York, NY 10022 (the “Company”), and Louis Jaffe (“Indemnitee”).

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***RECITALS ***

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WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;

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**REGISTRATION RIGHTS AGREEMENT **

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 1, 2026 is made and entered into by and among Viking Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Viking Acquisition Sponsor II, LLC a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, the representative of the underwriters (the “Representative”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

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**RECITALS **

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INDEMNITY AGREEMENT

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THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 6, 2026, by and between Viking Acquisition Corp. II, an exempted company incorporated under the laws of the Cayman Islands with executive offices at 900 Third Avenue, 18th Floor, New York, NY 10022 (the “Company”), and Yassine Bouhara (“Indemnitee”).

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***RECITALS ***

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WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;

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INDEMNITY AGREEMENT

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THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 1, 2026, by and between Viking Acquisition Corp. II, an exempted company incorporated under the laws of the Cayman Islands with executive offices at 900 Third Avenue, 18th Floor, New York, NY 10022 (the “Company”), and Gil Ottensoser (“Indemnitee”).

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***RECITALS ***

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WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;

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INDEMNITY AGREEMENT

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**THIS INDEMNITY AGREEMENT **(this “Agreement”) is made as of July 1, 2026, by and between **Viking Acquisition Corp. II, **an exempted company incorporated under the laws of the Cayman Islands with executive offices at 900 Third Avenue, 18th Floor, New York, NY 10022 (the “Company”), and Håkan Wohlin (“Indemnitee”).

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***RECITALS ***

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WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;

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July 1, 2026

Viking Acquisition Corp. II
900 Third Avenue, 18th Floor,
New York, NY 10022

Re: Initial Public Offering

Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Viking Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a Division of Cohen and Company Securities LLC as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 1, 2026 by and between Viking Acquisition Corp. II, a Cayman Islands exempted company (the **“Company”**), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-296719) (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) and one-third of one redeemable warrant (such initial public offering hereinafter referred to as the **“Offering”**), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;

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UNDERWRITER PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

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THIS UNDERWRITER PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of July 1, 2026 (as it may be amended from time to time, this “Agreement”), entered into by and between Viking Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of (1) one Class A ordinary share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and (2) one-third of one redeemable warrant (a “Warrant”) to purchase an Ordinary Share (a “Warrant Share”) to be governed by the Warrant Agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”). Each whole Warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinar

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