Browse EX-10 agreements

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FORM OF INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_], 2026, by and between Laris Growth Acquisition Corp., 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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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of _____, 2026 by and between Laris Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (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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[   ], 2026

Laris Growth Acquisition Corp.

225 5th Avenue,

New York, NY 10010

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 Laris Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”) and BTIG, LLC, as representative (the “Representative”) of the underwriters named therein (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 (each a “Class A Ordinary Share”) and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to ad

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [   ], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Laris Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Laris Growth USA 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 of the Company, par value $0.0001 per share (an “Ordinary Share”), and one-half of one redeemable warrant (a “Warrant”) to purchase 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

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**PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT **

This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [   ] day of [  ], 2026, by and between Laris Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”) and BTIG, LLC (“BTIG” or the “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 of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant (a “Public Warrant”) 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 thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per Class A Ordinary Share;

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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 Laris Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), Laris Growth USA Sponsor LLC, a Delaware limited liability company (the “Sponsor”), BTIG, LLC (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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PLACEMENT AGENCY AGREEMENT

                    September 30, 2026

Clear Street LLC

4 World Trade Center

150 Greenwich Street, 45th Floor

New York, NY 10007

Ladies and Gentlemen:

Subject to the terms and conditions herein (this “Agreement”), Solana Company, a Delaware corporation (including any successor thereto, the “Company”), hereby agrees to sell securities of the Company, consisting of: (i) shares of Class A common stock of the Company, par value $0.001 per share (the “Common Stock”) (the “Shares”), and (ii) common stock purchase warrants to purchase shares of Common Stock (the “Warrants,” and the Shares issuable upon exercise of the Warrants, the “Warrant Shares”, and the Shares, Warrants and Warrant Shares, collectively, the “Securities”) directly to an investor through one or more affiliated entities (collectively, the “Investor”) through Clear Street LLC as placement agent (the “Placement Agent”). The documents executed and delivered by the Company and the Investor in connection with the Offering (as defined below), including, without limitation, a securities purchase

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of September 30, 2026, between Solana Company, a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (including its successors and assigns, each a “Purchaser”, and collectively the “Purchasers”).

Whereas, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

Now, Therefore, In Consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

Article I
Definitions

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**QIANHUI INDUSTRIAL ****PARK **PROJECT

SPECIAL FUND LOAN AGREEMENT

THIS SPECIAL FUND LOAN AGREEMENT (this “Agreement”) is entered into as of June 30, 2026 in the People’s Republic of China, by and between:

(1) RECON HENGDA TECHNOLOGY (BEIJING) CO., LTD., a limited liability company duly organized and validly existing under the laws of the People’s Republic of China, with registered address is at Room 602, Floor 6, Building 1, Yard 1, Shui’an South Street, Chaoyang District, Beijing, People’s Republic of China (“Party A”); and

(2) GUANGXI QIANHUI INVESTMENT CO., LTD., a limited liability company duly organized and validly existing under the laws of the People’s Republic of China, with registered address is at the office on Plot 1, west side of the Yanggang Section of the Yugong Highway, Xinqiao Town, Yulin City, Guangxi, People’s Republic of China (“Party B”).

Party A and Party B are hereinafter referred to individually as a “Party” and collectively as the “Parties”.

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XIANDA INDUSTRIAL PARK PROJECT

SPECIAL FUND LOAN AGREEMENT

THIS SPECIAL FUND LOAN AGREEMENT (this “Agreement”) is entered into as of June 30, 2026 in the People’s Republic of China, by and between:

(1) RECON HENGDA TECHNOLOGY (BEIJING) CO., LTD., a limited liability company duly organized and validly existing under the laws of the People’s Republic of China, with registered address is at Room 602, Floor 6, Building 1, Yard 1, Shui’an South Street, Chaoyang District, Beijing, People’s Republic of China (“Party A”); and

(2) GUANGXI XIANDA INVESTMENT CO., LTD., a limited liability company duly organized and validly existing under the laws of the People’s Republic of China, with registered address is at the office on Plot 2, west side of the Yanggang Section of the Yugong Highway, Xinqiao Town, Yulin City, Guangxi, People’s Republic of China (“Party B”).

Party A and Party B are hereinafter referred to individually as a “Party” and collectively as the “Parties”.

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JINDU INDUSTRIAL PARK SPECIAL FUND LOAN AGREEMENT

THIS AGREEMENT is entered into on the 13th day of October, 2025 (the “Effective Date”).

BETWEEN:

(1) Recon Hengda Technology (Beijing) Co,**** Ltd**.**, a company incorporated in the People’s Republic of China with its registered address at Room 602, 6th Floor, Building 1, Yard 1, Shui’an South Street, Chaoyang District, Beijing (hereinafter referred to as “Party A”);

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(2) Guangxi Jindu Investment Co., Ltd., a company incorporated in the People’s Republic of China with its registered address at Office, Plot 3, West Section of Yanggang Segment, Xinqiao Town, Yugong Highway, Yulin City, Guangxi (hereinafter referred to as “Party B”).

WHEREAS:

(A) Party B is responsible for the development and operation of an industrial park project in Guangxi (the “Project”).

(B) Party A agrees to provide a loan to Party B under the terms herein.

IT IS HEREBY AGREED as follows:

**1.**Purpose of Loan

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EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (this “Agreement”), dated as of September __, 2026 (the “Effective Date”), is entered into by and between Agility Robotics, Inc., a Delaware corporation (including any successors or permitted assigns, the “Company”), and [____] (“Executive” and, together with the Company, the “Parties”).

WHEREAS, the Company previously engaged the Executive to provide services to the Company pursuant to the terms and conditions of an [Offer Letter]/[Executive Employment Agreement] by and between Company and Executive, dated [_____] (the “Prior Agreement”);

WHEREAS, Company wishes to execute an executive employment agreement (this “Agreement”) with Executive pursuant to which Executive will continue to provide services to the Company subject to the terms and conditions of this Agreement effective as of Effective Date;

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