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

…

VOTING AND SUPPORT AGREEMENT

 

This VOTING AND SUPPORT AGREEMENT (this “Agreement”), is dated as of June , 2026, by and among Columbus Circle Capital Corp. II, a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Closing) (the “Purchaser”), the Persons set forth on Schedule I hereto (the “Sellers”) and Elroy Air, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

 

WHEREAS, as of the date hereof, the Sellers are the holders of such number and type of Company Securities as are indicated opposite each of their names on Schedule I attached hereto (collectively, the “Subject Securities”);

…

LOCK-UP AGREEMENT

 

THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among Elroy Air, Inc., a Delaware corporation (the “Company”) (formerly known as Inflection Point Acquisition Corp. VII, a Cayman Islands exempted company, prior to its domestication as a Delaware corporation), Columbus Circle 2 Sponsor Corporation LLC, a Delaware limited liability company (the “Sponsor”), Cohen & Company Securities, LLC (“CCM”) and Clear Street LLC (“Clear Street”) and, the Sponsor, CCM and Clear Street, together with any Person who hereafter becomes a party to this Agreement pursuant to Section 2 or Section 7 of this Agreement, (the “Securityholders” and each, a “Securityholder”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined herein).

…

Execution Version

SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 26, 2026, by and among Columbus Circle Capital Corp. II, a Cayman Islands exempted company (the “Company”), Elroy Air, Inc., a Delaware corporation (the “Target”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).

WHEREAS, the Company, the Target, and IPGX Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”), entered into a Business Combination Agreement, dated as of June 26, 2026 (as it may be amended, modified, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement,” and the transactions contemplated by the Business Combination Agreement, the “Business Combination”), pursuant to which, among other things, the Target will merge with and into Merger Sub, with the Target surviving the merger as a wholly owned subsidiary of the Company;

…

FORM OF SELLER LOCK-UP AGREEMENT

 

THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among [Elroy Air, Inc.]1, a Delaware corporation (the “Company”) (formerly known as Columbus Circle Capital Corp II, a Cayman Islands exempted company, prior to its domestication as a Delaware corporation), and the Persons set forth on Schedule I hereto (such Persons, together with any Person who hereafter becomes a party to this Agreement pursuant to Section 2 or Section 7 of this Agreement, the “Securityholders” and each, a “Securityholder”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined herein).

…

SPONSOR SUPPORT AGREEMENT

 

This Sponsor Support Agreement (this “Agreement”) is dated as of June 26, 2026, by and among Columbus Circle 2 Sponsor Corporation LLC, a Delaware limited liability company (the “Sponsor”), Columbus Circle Capital Corp. II, a Cayman Islands exempted company limited by shares (the “Purchaser”), and Elroy Air, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

 

WHEREAS, as of the date hereof, the Sponsor is the holder of record and the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of (i) 265,000 Purchaser Class A Ordinary Shares (the Purchaser Class A Ordinary Shares are included in units, each unit consisting of one Purchaser Class A Ordinary Share and one-third of one warrant) and (ii) 7,666,667 Purchaser Class B Ordinary Shares (collectively, the “Subject Securities”);

…

FORM OF AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT

 

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among Elroy Air, Inc., a Delaware corporation (formerly known as Inflection Point Acquisition Corp. VII, a Cayman Islands exempted company, prior to the Domestication (as defined herein)) (the “Company”), Columbus Circle 2 Sponsor Corporation LLC, a Delaware limited liability company (the “Sponsor”), the members of the Sponsor identified on the signature pages hereto under “Other Sponsor Holders” (such members, together with the Sponsor, the “Sponsor Holders”), each of the undersigned parties listed on the signature page hereto under “PIPE Holders” (the “PIPE Holders”), each of the undersigned parties listed on the signature page hereto under “Elroy Holders” (the “Elroy Holders”) and each of the undersigned parties listed on the signature page hereto under “Other Holders” (the “Other Holders” and each such party, together with the Sponsor,

…

COMPANY SUPPORT AGREEMENT

 

This Company Support Agreement (this “Agreement”) is made as of June 25, 2026, by and among (i) Launch Two Acquisition Corp., a Cayman Islands exempted company incorporated with limited liability (together with its successors, the “SPAC”), (ii) NuCube Energy, Inc., a Delaware corporation (the “Company”), and (iii) each of the undersigned securityholders (collectively, the “Holders” and each, a “Holder”) of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.

…

LOCK-UP AGREEMENT

 

This LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of June 25, 2026, by and among (i) Launch Two Acquisition Corp., a Cayman Islands exempted company that intends in connection with the Closing (as defined below) to effect the Domestication (as defined below) and become a Delaware corporation, and change its name in connection with the Merger (as defined below) to NuCube Holdings, Inc. (the “SPAC” and, after giving effect to the Merger, “PubCo”), (ii) NuCube Energy, Inc., a Delaware corporation (the “Company”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).

…

AMENDMENT TO LETTER AGREEMENT

 

THIS AMENDMENT TO LETTER AGREEMENT (this “Amendment”) is made and entered into as of June 25, 2026 (the “Execution Date”), by and among (i) Launch Two Acquisition Corp., a Cayman Islands exempted company (together with its successors, the “Company”), (ii) Launch Two Sponsor LLC, a Delaware limited liability company (the “Sponsor”), (iii) NuCube Energy, Inc., a Delaware corporation (the “Target”), and (iv) the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team and who is referred to as an “Insider” pursuant to the terms of the Letter Agreement (as defined below). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Original Letter Agreement (as defined below) (and if such term is not defined in the Original Letter Agreement, then in the Business Combination Agreement (as defined below)).

 

RECITALS

…

SPONSOR SUPPORT AGREEMENT

 

THIS SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of June 25, 2026, by and among (i) Launch Two Sponsor LLC, a Delaware limited liability company (“Sponsor”), (ii) Launch Two Acquisition Corp., a Cayman Islands exempted company (“SPAC”), (iii) NuCube Energy, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined in this Agreement will have the meanings ascribed to such terms in the Business Combination Agreement, by and among SPAC, Tesseract Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of SPAC (“Merger Sub”), the Company, and the other parties thereto, dated as of the date hereof (as it may be amended, supplemented, modified and/or restated from time to time, the “Business Combination Agreement”).

…

FORM OF

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among NuCube Holdings, Inc., a Delaware corporation formerly known as Launch Two Acquisition Corp., a Cayman Islands exempted company (the “Company”), Launch Two Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co., a New York general partnership (“Cantor”), certain stockholders of NuCube Energy, Inc., a Delaware corporation (“NuCube”), listed on the signature pages hereto (the “NuCube Holders”, and together with the Sponsor and Cantor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2, each, a “Holder” and collectively, the “Holders”).

RECITALS

 

WHEREAS, the Company, the Sponsor and Cantor are parties to that certain Registration Rights Agreement, dated October 7, 2024 (the “Original Registration Rights Agreement”);

…