Browse EX-10 agreements

TERMINATION AND CANCELLATION AGREEMENT

This Termination and Cancellation Agreement (this “Agreement”) is made this 29th day of May, 2026 between Barings BDC, Inc., a Maryland corporation (“BBDC”), and Barings LLC, a Delaware limited liability company (“Barings”).

Reference is made to that certain credit support agreement (the “CSA”), dated February 25, 2022, by and between Barings and BBDC. Capitalized terms used but not defined in this Agreement shall have the meanings given to such terms in the CSA.

WHEREAS, on September 21, 2021, BBDC, Mercury Acquisition Sub, Inc., Sierra Income Corporation (“Sierra”) and Barings entered into an Agreement and Plan of Merger pursuant to which BBDC agreed to acquire Sierra (the “Merger Transaction”); and

WHEREAS, on February 25, 2022, Barings entered into the CSA with BBDC to provide credit support to BBDC in an aggregate amount of up to $100 million with respect to certain losses that may be incurred by BBDC on the investments acquired by it from Sierra in connection with the Merger Transaction over certain specified periods of time.

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THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN.

THE PURCHASE OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE INVESTMENT.

FORM OF SUBSCRIPTION AGREEMENT

This Subscription Agreement (this “Agreement”) is entered into as of May 26, 2026, between Disciplined Growth Acquisition Corporation, a Cayman Islands exempted company with limited liability (the “Company”), Disciplined Growth Sponsor LLC (the “Sponsor”) and the undersigned subscriber (the “Purchaser”).

WHEREAS, the Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (each, a “Business Combination”);

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FORM OF INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 26, 2026, by and between Disciplined Growth Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies 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 companies;

WHEREAS, the board of directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its Subsidiaries (as defined below) from certain liabilities;

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DISCIPLINED GROWTH ACQUISITION CORPORATION

169 Rockaway Avenue

Garden City, New York 11530

May 26, 2026

Disciplined Growth Sponsor LLC

169 Rockaway Avenue

Garden City, New York 11530

	Re:	Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between Disciplined Growth Acquisition Corporation (the “Company”) and Disciplined Growth Sponsor LLC (the “Sponsor”), 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 earlier date hereinafter referred to as the “Termination Date”):

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of May 26, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Disciplined Growth Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Disciplined Growth Sponsor LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A Ordinary Share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and one right to receive one-fourth (1/4) of one Ordinary Share upon the consummation of the Company’s initial business combination. The Purchaser has agreed to purchase an aggregate of 175,000 private placement units (or 195,250 if the underwriters’ over-allotment option is exercised in full) (the “Private Placement Units”), each Private Placement Unit comprised of one Ordinary Share (each,

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May 26, 2026

Disciplined Growth Acquisition Corporation

169 Rockaway Avenue

Garden City, New York 11530

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 Disciplined Growth Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and Maxim Group LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 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 right (each right, a “Share Right”). Each Share Right entitles the holder thereof to receive one-fourth

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”) is made as of the 26th day of May, 2026, by and between Disciplined Growth Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and Maxim Partners LLC (“Maxim” or “Subscriber”).

WHEREAS, the Company intends to consummate an initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit consisting of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”), of the Company, and one right to receive one-fourth (1/4) of one Class A Ordinary Share upon the consummation of the Company’s initial business combination (the “Business Combination”);

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 26, 2026, is made and entered into by and among Disciplined Growth Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Disciplined Growth Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Maxim Group LLC (the “Representative”) (the Sponsor and the Representative together with 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”).

RECITALS

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “IPO”), each unit consisting of one Class A Ordinary Share, par value $0.0001 per share (the “Ordinary Shares”), of the Company, and one right to receive one fourth (1/4) of one Ordinary Share upon the consummation of the Company’s initial business combination (a “Public Share Right”);

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FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 26, 2026, by and between Disciplined Growth Acquisition Corporation, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-295097) (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, $0.0001 par value per share (each, an “Ordinary Share”), and one right to receive one-fourth (1/4) of one Ordinary Share upon consummation of the Company’s initial business combination (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; and

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EXECUTION COPY

STOCK EXCHANGE AND STOCKHOLDERS AGREEMENT

This STOCK EXCHANGE AND STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of May 28, 2026 (the “Effective Date”), is by and between CitroTech Inc., a Wyoming corporation (“CITR”), and TC Special Investments LLC, an Ohio limited liability company (“Exchange Party”).

WHEREAS, Exchange Party and CITR have each determined that the transactions contemplated by this Agreement, on the terms and conditions of this Agreement, would be advantageous and beneficial to their respective companies and equity holders;

WHEREAS, the parties hereto desire to consummate the transactions contemplated herein, pursuant to which (a) CITR will issue to Exchange Party 467,012 shares of its Series C Convertible Preferred Stock, par value $0.0001 per share (the “CITR Shares”), and (b) Exchange Party will transfer to CITR 1,364,141 shares of Series A Preferred Stock, par value $0.0001 per share (the “Exchange Party Shares”), owned by Exchange Party; and

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EXECUTION COPY

STOCK EXCHANGE AND STOCKHOLDERS AGREEMENT

This STOCK EXCHANGE AND STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of May 28, 2026 (the “Effective Date”), is by and between CitroTech Inc., a Wyoming corporation (“CITR”), and BoltRock Holdings, LLC, a Delaware limited liability company (“Exchange Party”).

WHEREAS, Exchange Party and CITR have each determined that the transactions contemplated by this Agreement, on the terms and conditions of this Agreement, would be advantageous and beneficial to their respective companies and equity holders;

WHEREAS, the parties hereto desire to consummate the transactions contemplated herein, pursuant to which (a) CITR will issue to Exchange Party 103,558 shares of its Series C Convertible Preferred Stock, par value $0.0001 per share (the “CITR Shares”), and (b) Exchange Party will transfer to CITR 302,526 shares of Series A Preferred Stock, par value $0.0001 per share (the “Exchange Party Shares”), owned by Exchange Party; and

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Execution Version

Indemnification Agreement

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of June 1, 2026, between ContextLogic Holdings Inc., a Delaware corporation (the “Company”), and Scott Stewart (“Indemnitee”).

WITNESSETH THAT:

WHEREAS, highly competent persons have become more reluctant to serve corporations as directors and 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 the corporation;

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