Browse EX-10 agreements

COMMITMENT AND ACCEPTANCE

This Commitment and Acceptance (this “Commitment and Acceptance”), dated as of September 21, 2026 (the “Increase Date”), is entered into by and among Millrose Properties, Inc., a Maryland corporation (the “Borrower”), Millrose Properties SPE LLC, a Delaware limited liability company (“Millrose Properties SPE”), MPSAB, LLC, a Delaware limited liability company (together with Millrose Properties SPE, the “Guarantors”), JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), and Flagstar Bank, N.A., as a New Lender (the “Accepting Lender”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement (as defined below).

PRELIMINARY STATEMENTS

…

REGISTRATION RIGHTS AGREEMENT

BY AND AMONG

ORION180 INSURANCE GROUP INC.

AND

KENNETH GREGG

DATED AS OF September 17, 2026

This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of September 17, 2026, is made by and among:

i.    Orion180 Insurance Group Inc., a Texas corporation (together with any predecessor entities, the “Company”); and

ii.    Kenneth Gregg (together with his Permitted Transferees, the “PrincipalStockholder”).

RECITALS

WHEREAS, the Company has effected the initial public offering (the “IPO”) of the Company’s Class A common stock, par value $0.001 per share (the “Class A Common Stock”), and the transactions contemplated by the Company’s Registration Statement on Form S-1 (File No. 333-298453);

…

EXCHANGE AGREEMENT

This EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of September 21, 2026 by and among Orion180 Insurance Group Inc., a Texas corporation (the “Company”), and Kenneth Gregg (the “Founder”).

RECITALS

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its shareholders to implement a dual class structure in connection with the Company’s proposed initial public offering of its capital stock in a firm commitment underwritten offering (the “IPO”) pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”);

…

Silicon Valley Acquisition Corp. II

August 17, 2026

Silicon Valley Acquisition Sponsor II LLC

	RE:	Amended and Restated Subscription Agreement for Founder Shares

Ladies and Gentlemen:

Reference is made to that certain Subscription Agreement for Founder Shares, dated July 24, 2026 (the “Original Subscription Agreement”), by and between Silicon Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Silicon Valley Acquisition Sponsor II LLC, a Delaware limited liability company (the “Subscriber” or “you”), pursuant to which the Subscriber subscribed for 7,665,900 shares (“Founder Shares”) of Class B ordinary shares, $0.0001 par value per share (“Class B Ordinary Shares”), of the Company, up to 999,900 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration sta

…

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 Silicon Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (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.

…

Silicon Valley Acquisition Corp. II

July 24, 2026

Silicon Valley Acquisition Sponsor II LLC

RE: Subscription Agreement for Founder Shares

Ladies and Gentlemen:

Silicon Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Silicon Valley Acquisition Sponsor II LLC, a Delaware limited liability company (the “Subscriber” or “you”) has made to purchase 7,665,900 shares (“Founder Shares”) of Class B ordinary shares, $0.0001 par value per share (“Class B Ordinary Shares”), of the Company, up to 999,900 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. For the purposes of this Agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Ord

…

** **

THIS PROMISSORY NOTE (THIS “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 MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

Principal Amount: Up to $300,000

Dated as of July 24, 2026

…

PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2026, is entered into by and between Silicon Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Silicon Valley Acquisition Sponsor II LLC, a Delaware limited liability company (the “Purchaser”).

…

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026, by and between Silicon Valley Acquisition Corp. II (the “Company”), and Continental Stock Transfer & Trust Company, LLC, 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, $0.0001 par value per share (each, an “Ordinary Share”), 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; and

…

INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2026, by and between Silicon Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).

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

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;

…

VP SERVICES AGREEMENT

This Agreement is made on this [___] day of [___], 2026 by and between Silicon Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and DCMT Holdings, Inc. (the “Consultant”) The Company and Consultant are sometimes hereinafter referred to singly as the “Party” and collectively as the “Parties.”

WHEREAS, the Consultant is being appointed by the Company to offer certain professional services as per requirements of the Company, on the terms and conditions as set forth below:

NOW, THEREFORE, in consideration of the mutual covenants as set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1	Services

The Consultant shall be appointed by the Company in the capacity of “Vice President” to render professional services as requested by the Company from time to time (the “Services”).

2	Term

…

CFO SERVICES AGREEMENT

This Agreement is made on this [ ] day of [ ], 2026 by and between Silicon Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Martin Zinny (the “Consultant”). The Company and Consultant are sometimes hereinafter referred to singly as the “Party” and collectively as the “Parties.”

WHEREAS, the Consultant is being appointed by the Company to offer certain professional services as per requirements of the Company, on the terms and conditions as set forth below:

NOW, THEREFORE, in consideration of the mutual covenants as set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

	1	Services

The Consultant shall be appointed by the Company in the capacity of “Chief Financial Officer” to render professional services as requested by the Company from time to time (the “Services”).

…