Browse EX-10 agreements

THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

AMENDED AND RESTATED PROMISSORY NOTE

Principal Amount: Up to $1,300,000	Dated as of May 20, 2026 New York, New York

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FORM OF INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2026, by and between Wilco 63 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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WILCO 63 CORPORATION

P.O. Box 1000, Pavillion East, Cricket Square

Grand Cayman, Cayman Islands,

KY1-1001

[●], 2026

HandsOn Global Management LLC

8550 W Desert Inn Road, 102-452

Las Vegas, Nevada, 89117

Re:	Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between Wilco 63 Corporation (the “Company”) and HandsOn Global Management LLC (the “Services Provider”), an affiliate of our sponsor, Wilco 63 Holding LLC (“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 Nasdaq Global Market (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 or the Company’s liquidation

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among Wilco 63 Corporation, a Cayman Islands exempted company (the “Company”), Wilco 63 Holding LLC, a Nevada limited liability company (the “Sponsor”), and Cantor Fitzgerald & Co., a New York general partnership (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 has 5,750,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued and outstanding, up to 750,000 of which will be surrendered to the Company for no consideration depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option;

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[●], 2026

Wilco 63 Corporation Pavillion East, Cricket Square Grand Cayman, Cayman Islands, KY1-1001

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 Wilco 63 Corporation, a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. 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-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the [●] day of [●], 2026, by and between Wilco 63 Corporation, a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. (“Cantor” or the “Subscriber”).

WHEREAS, the Company desires to sell to the Subscriber on a private placement basis (the “Offering”) an aggregate of 2,000,000 warrants (including if the underwriters’ over-allotment option is exercised in full) (each, a “Placement Warrant” and, collectively, the “Placement Warrants”) of the Company, for a purchase price of $1.00 per Placement Warrant. The Class A Ordinary Shares (as defined below) underlying the Warrants are hereinafter referred to as the “Warrant Shares”. The Placement Warrants and Warrant Shares, collectively, are hereinafter referred to as the “Securities.” Each whole Placement Warrant

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Wilco 63 Corporation, a Cayman Islands exempted company (the “Company”), and Wilco 63 Holding LLC, a Nevada 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-half of one redeemable warrant. 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 3,000,000 warrants (whether or not the over-allotment option in connection with the Public Offering is exercised in full) (the “Private Placement Warrants”), each Private Placement Warrant

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between Wilco 63 Corporation, 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-[●]) (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-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (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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FORM OF

LOCK-UP AND RETENTION AGREEMENT

This Lock-Up and Retention Agreement (this “Agreement”) is being entered into as of ____________, 2026 (the “Effective Date”), by and between Grayscale Investments Sponsors, LLC (the “Sponsor”), a Delaware limited liability company, as the sponsor of the Grayscale Hyperliquid Staking ETF (the “Trust”), and [ ] (the “Investor”, and collectively with the Sponsor, the “Parties”). Capitalized terms contained herein that are not otherwise defined herein shall have the meanings ascribed to such terms in that certain Contribution Agreement between the Parties dated as of ____________, 2026 (the “Contribution Agreement”) or, if not defined therein, in the Trust’s Registration Statement on Form S-1, as amended (File No. 333-294493) (the “Registration Statement”).

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TWELFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

THIS TWELFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Twelfth Amendment”), dated as of May 29, 2026, is entered into among American Airlines, Inc., a Delaware corporation (the “Borrower”), American Airlines Group Inc., a Delaware corporation (the “Parent” or the “Guarantor”), Morgan Stanley Bank, N.A., as the designated lender of 2026 Replacement Term Loans referred to below (in such capacity, the “Designated 2026 Replacement Term Lender”), Morgan Stanley Bank, N.A., as the lender of 2026 Incremental Term Loans referred to below (in such capacity, the “2026 Incremental Term Lender”), and Citibank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided to such terms in the Credit Agreement referred to below.

W I T N E S S E T H:

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MOUNTAIN VIEW RESEARCH PARK

OFFICE LEASE

This Office Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between BXP RESEARCH PARK LP, a Delaware limited partnership (“Landlord”), and MATTERNET, INC., a Delaware corporation (“Tenant”).

SUMMARY OF BASIC LEASE INFORMATION

TERMS OF LEASE		DESCRIPTION
1.	Date:	May 13, 2025
2.	Premises (Article 1).
	2.1 Building:	355/365 Ravendale Avenue, Mountain View, CA 94043
	2.2 Premises:	Approximately 12,769 rentable square feet of space located on the first (1st) floor of the Building and commonly known as 355 Ravendale, as further set forth in Exhibit A to the Office Lease.
3.	Lease Term (Article 2).
	3.1 Lease Term:	Eighteen (18) months
	3.2 Lease Commencement Date:	June 1, 2025.

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SHARE CANCELLATION AGREEMENT

This SHARE CANCELLATION AGREEMENT (this “Agreement”), dated as of May 22, 2026 (the “Effective Date”), is entered into by and between Los Altos Ventures Corp., a Delaware corporation (the “Company”), and the shareholder listed in Exhibit A hereto (referred to as the “Shareholder”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Merger Agreement (as defined below).

RECITALS

WHEREAS, as of the date hereof, the Shareholder is the owner of the number of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) set forth next to his name on Exhibit A; and

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