Browse EX-10 agreements

Serve Robotics Inc.

Indemnification Agreement

 

This Indemnification Agreement (this “Agreement”) is made as of June 22, by and between Serve Robotics Inc., a Delaware corporation (the “Company”), and Andreas Lieber (“Indemnitee”).

RECITALS

 

The Company and Indemnitee recognize the increasing difficulty in obtaining liability insurance for directors, officers and key employees, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance. The Company and Indemnitee further recognize the substantial increase in corporate litigation in general, subjecting directors, officers and key employees to expensive litigation risks at the same time as the availability and coverage of liability insurance has been severely limited. Indemnitee does not regard the current protection available as adequate under the present circumstances, and Indemnitee may not be willing to continue to serve in Indemnitee’s current capacity with the Company without additional protection. The Company desires to attract and retain the services o

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Document

EXECUTION VERSION

Oportun Financial Corporation

1825 South Grant Street, Suite 850

San Mateo, CA 94402

June 22, 2026

Bradley L. Radoff

2727 Kirby Drive, Unit 29L

Houston, Texas 77098

Ladies and Gentlemen:

This letter (this “Agreement”) constitutes the agreement between (a) Oportun Financial Corporation (“Company”) and (b) Bradley L. Radoff and The Radoff Family Foundation (each, a “Radoff Party” and together, the “Radoff Parties”). Company and the Radoff Parties are collectively referred to as the “Parties.” The Radoff Parties and each Affiliate (as defined below) and Associate (as defined below) of the Radoff Parties are collectively referred to as the “Radoff Group.”

1.Board Matters. Company agrees that as of the closing of the polls at Company’s 2026 annual meeting of stockholders (the “2026 Annual Meeting”), two of the Class I directors serving on Company’s Board of Directors (the “Board”) as of the date of this Agreement will have retired from the Board and will not be standing for election as directors at the 2026 Annual Meeting.

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REGISTRATION RIGHTS AGREEMENT

by and among

FuelCell Energy, Inc.,

AND

THE OTHER HOLDERS FROM TIME TO TIME PARTIES HERETO

Dated as of June 22, 2026

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TABLE OF CONTENTS

PAGE

Article I. DEFINITIONS‌1

Section 1.01 Definitions.‌1

Article II. REGISTRATION RIGHTS‌3

Section 2.01 Resale Shelf Registration.‌3

Section 2.02 Registration Procedures.‌4

Section 2.03 Registration Expenses.‌7

Section 2.04 Indemnification.‌7

Section 2.05 1934 Act Reports.‌9

Section 2.06 Blackout Periods.‌9

Section 2.07 Participation in Registrations.‌10

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Exhibit 10.2 

STOCKHOLDER VOTING AND SUPPORT AGREEMENT

 

This Stockholder Voting and Support Agreement (this “Agreement”) is dated as of June 24, 2026, by and among Churchill Capital Corp XI, a Cayman Islands exempted company limited by shares (which shall transfer by way of continuation and domesticate as a Delaware corporation) (“Acquiror”), the Person set forth on the signature page hereto (the “Company Stockholder”), and Agility Robotics, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

RECITALS

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SUBSCRIPTION AGREEMENT

 

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 24th day of June, 2026, by and between Churchill Capital Corp XI, a Cayman Islands exempted company (the “Issuer”) and the undersigned (“Subscriber” and, together with Issuer, the “Parties” and each, a “Party”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (as defined below).

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M. Klein & Company 640 Fifth Avenue New York, NY 10019

CONFIDENTIAL

 

June 24, 2026

 

Agility Robotics, Inc.

4698 Truax Drive SE

Salem, OR 97317

 

Ladies and Gentlemen:

 

This letter agreement (this “Agreement”), which shall become effective upon the Closing (as such term is defined in the Merger Agreement) (the “Effective Date”), confirms certain arrangements between Churchill Capital Corp XI, a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation prior to the Closing) (the “Client”), to be renamed Agility Robotics, Inc. upon the Effective Date, and M. Klein & Company, through its affiliate, The Klein Group, LLC (“Advisor”), with respect to the engagement of Advisor by the Client as its financial advisor to provide strategic advice and assistance to the Client in connection with capital markets, business development, investor relations and other strategic matters (the “Services”). Simultaneously with the execution and delivery of this Agreement, Client has entered into that certain Agreement and Plan

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June 24, 2026

 

Churchill Capital Corp XI 640 Fifth Avenue, 14th Floor New York, NY 10019  

Re:

Sponsor Agreement

 

Ladies and Gentlemen:

 

This letter (this “Sponsor Agreement”) is being delivered to you in connection with that certain Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated as of the date hereof, by and among Churchill Capital Corp XI, a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation prior to the Closing) (“SPAC”), BLB Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of SPAC (“Merger Sub”) and Agility Robotics, Inc., a Delaware corporation (the “Company”), and hereby amends and restates in its entirety that certain letter agreement, dated December 16, 2025, from each of the persons undersigned thereto to SPAC (as may be amended from time to time, the “Prior Letter Agreement”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

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June 24, 2026

 

Churchill Capital Corp XI 640 Fifth Avenue, 14th Floor New York, NY 10019  

Re:

Sponsor Agreement

 

Ladies and Gentlemen:

 

This letter (this “Sponsor Agreement”) is being delivered to you in connection with that certain Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated as of the date hereof, by and among Churchill Capital Corp XI, a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation prior to the Closing) (“SPAC”), BLB Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of SPAC (“Merger Sub”) and Agility Robotics, Inc., a Delaware corporation (the “Company”), and hereby amends and restates in its entirety that certain letter agreement, dated December 16, 2025, from each of the persons undersigned thereto to SPAC (as may be amended from time to time, the “Prior Letter Agreement”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

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SUBSCRIPTION AGREEMENT

 

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 24th day of June, 2026, by and between Churchill Capital Corp XI, a Cayman Islands exempted company (the “Issuer”) and the undersigned (“Subscriber” and, together with Issuer, the “Parties” and each, a “Party”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (as defined below).

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Exhibit 10.2 

STOCKHOLDER VOTING AND SUPPORT AGREEMENT

 

This Stockholder Voting and Support Agreement (this “Agreement”) is dated as of June 24, 2026, by and among Churchill Capital Corp XI, a Cayman Islands exempted company limited by shares (which shall transfer by way of continuation and domesticate as a Delaware corporation) (“Acquiror”), the Person set forth on the signature page hereto (the “Company Stockholder”), and Agility Robotics, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

RECITALS

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M. Klein & Company 640 Fifth Avenue New York, NY 10019

CONFIDENTIAL

 

June 24, 2026

 

Agility Robotics, Inc.

4698 Truax Drive SE

Salem, OR 97317

 

Ladies and Gentlemen:

 

This letter agreement (this “Agreement”), which shall become effective upon the Closing (as such term is defined in the Merger Agreement) (the “Effective Date”), confirms certain arrangements between Churchill Capital Corp XI, a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation prior to the Closing) (the “Client”), to be renamed Agility Robotics, Inc. upon the Effective Date, and M. Klein & Company, through its affiliate, The Klein Group, LLC (“Advisor”), with respect to the engagement of Advisor by the Client as its financial advisor to provide strategic advice and assistance to the Client in connection with capital markets, business development, investor relations and other strategic matters (the “Services”). Simultaneously with the execution and delivery of this Agreement, Client has entered into that certain Agreement and Plan

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