Browse EX-10 agreements

[●], 2026

Silicon Valley Acquisition Corp. II

425 Page Mill Rd, Suite 200, 2nd Floor

Palo Alto, California 94306

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 Silicon Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 25,300,000 of the Company’s units (including up to 3,300,000 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 holde

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Silicon Valley Acquisition Corp. II

425 Page Mill Rd, Suite 200, 2nd Floor

Palo Alto, California 94306

[●], 2026

Silicon Valley Acquisition Sponsor II LLC

425 Page Mill Rd, Suite 200, 2nd Floor

Palo Alto, California 94306

Ladies and Gentlemen:

This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering of the securities (the “IPO”) of Silicon Valley Acquisition Corp. II (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Silicon Valley Acquisition Sponsor II LLC (the “Sponsor”) and/or its affiliates shall make available to the Company certain office space, utilities, secretarial and administrative support as may be required by the Company from time to time, situated at 425 P

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2026, by and among Silicon Valley Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Silicon Valley Acquisition Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), Cohen & Company Securities, LLC (“Cohen & Company Securities or the “Representative”), and the undersigned parties listed under Investors on the signature page hereto (each, a “Holder” and collectively, the “Holders”).

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RECITALS

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Date:	September 15, 2026

To:	Calisa Acquisition Corp., a Cayman Islands exempted company, which will be renamed Goodvision AI Holding Limited (“ALIS”, or the “Counterparty”).

Address:	205 W. 37th Street
	New York, NY 10018

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IAMBIC THERAPEUTICS, INC.

EMPLOYEE INCENTIVE COMPENSATION PLAN

1.

Purposes of the Plan. The Plan is intended to increase stockholder value and the success of the Company by motivating Employees to (a) perform to the best of their abilities and (b) achieve the Company’s objectives.

2.

Definitions.

2.1

“Actual Award” means as to any Performance Period, the actual award (if any) payable to a Participant for the Performance Period, subject to the authority of the Administrator (as defined in Section 3) under Section 4.4.

2.2

“Administrator” has the meaning ascribed to it under Section 3.1.

2.3

“Affiliate” means any corporation or other entity (including, but not limited to, partnerships and joint ventures) that, from time to time and at the time of any determination, directly or indirectly, is in control of or is controlled by the Company.

2.4

“Board” means the Board of Directors of the Company.

2.5

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LEASE AGREEMENT

THIS LEASE AGREEMENT (this “Lease”) is made this 16 day of January, 2026 (the “Effective Date”), between ARE-SD REGION NO. 38, LLC, a Delaware limited liability company (“Landlord”), and IAMBIC THERAPEUTICS, INC., a Delaware corporation (“Tenant”).

BASIC LEASE PROVISIONS

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[***] Certain information in this document has been omitted from this exhibit pursuant to Item 601(b) of Regulation S-K because it is both not material and is the type that the Registrant treats as private or confidential.

COLLABORATION AND OPTION TO LICENSE AGREEMENT

between

Iambic therapeutics, Inc.

and

ABBVIE GROUP HOLDINGS LIMITED

Dated as of September 18, 2026

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Table of Contents

Article 1 DEFINITIONS		1

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Iambic Therapeutics, Inc.

Confirmatory Executive Offer Letter

September 18, 2026

Peter Olson

Dear Dr. Olson:

This letter agreement (the “Agreement”) is entered into between Iambic Therapeutics, Inc. (the “Company” or “we”) and you. This Agreement is effective as of the effective date of the first registration statement that is filed by the Company and declared effective pursuant to Section 12(b) of the Exchange Act with respect to the Company’s common stock (the “Effective Date”). The purpose of this Agreement is to confirm the terms and conditions of your continued employment with the Company as of the Effective Date.

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Exhibit10.9

Iambic Therapeutics, Inc.

Confirmatory Executive Offer Letter

September 18, 2026

Neil Josephson

Dear Dr. Josephson:

This letter agreement (the “Agreement”) is entered into between Iambic Therapeutics, Inc. (the “Company” or “we”) and you. This Agreement is effective as of the effective date of the first registration statement that is filed by the Company and declared effective pursuant to Section 12(b) of the Exchange Act with respect to the Company’s common stock (the “Effective Date”). The purpose of this Agreement is to confirm the terms and conditions of your continued employment with the Company as of the Effective Date.

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LEASE

by and between

BRE-BMR OBERLIN LP,

a Delaware limited partnership

and

IAMBIC THERAPEUTICS, INC.,

a Delaware corporation

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Table of Contents

1.	Lease of Premises.	1
2.	Basic Lease Provisions	3
3.	Term	5
4.	Possession and Commencement Date.	5
5.	Condition of Premises	8
6.	Rentable Area.	9
7.	Rent.	10

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Iambic Therapeutics, Inc.

AMENDED AND RESTATED 2020 EQUITY INCENTIVE PLAN

as amended on September 24, 2020,
as further amended on July 7, 2021,
as further amended on September 28, 2023,
as further amended on April 12, 2024,
as further amended on July 28, 2025,
as further amended on November 3, 2025,
as further amended on February 10, 2026

1. Purposes of the Plan. The purposes of this Plan are:

•

to attract and retain the best available personnel for positions of substantial responsibility,

•

to provide additional incentive to Employees, Directors and Consultants, and

•

to promote the success of the Company’s business.

The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock and Restricted Stock Units.

2. Definitions. As used herein, the following definitions will apply:

(a) “Administrator” means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of the Plan.

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IAMBIC THERAPEUTICS, INC.

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between Iambic Therapeutics, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).

RECITALS

A. Indemnitee’s service to the Company substantially benefits the Company.

B. Individuals are reluctant to serve as directors or officers of corporations or in certain other capacities unless they are provided with adequate protection through insurance or indemnification against the risks of claims and actions against them arising out of such service.

C. Indemnitee does not regard the protection currently provided by applicable law, the Company’s governing documents and any insurance as adequate under the present circumstances, and Indemnitee may not be willing to serve as a director or officer without additional protection.

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