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.

**PROMISSORY NOTE **

Principal Amount: Up to $300,000		Dated as of September 1, 2026

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**INVESTMENT MANAGEMENT TRUST AGREEMENT **

This Investment Management Trust Agreement (this “Agreement”) is made effective as of ____________, 2026 by and between Calm Seas Acquisition Corp., 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 (the “Offering”) of the Company’s units (the “Units”), each of which consists of one Class A ordinary share, par value $0.0001 per share (the “Ordinary Shares”), and one third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share, has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and

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

WHEREAS, the Company desires to sell to the Subscriber on a private placement basis (the “Offering”) an aggregate of 3,000,000 warrants (or up to 3,450,000 warrants if the underwriters’ option to purchase additional Units (the “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 Placement 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 is exercisable to pu

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**INDEMNITY AGREEMENT **

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ___________, 2026, by and between CALM SEAS ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), and ___________ (“Indemnitee”).

**RECITALS **

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, if any, from certain liabilities;

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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 Calm Seas Acquisition Corp., a Cayman Islands exempted company (the “Company”), Calm Seas Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Representative”) (the Sponsor, the Representative and the other persons or entities signatory hereto, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, each a “Holder” and collectively the “Holders”).

**RECITALS **

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**Calm Seas Acquisition Corp. **

**4785 Caughlin Parkway, **

**Reno, NV 89519 **

September 1, 2026

Calm Seas Sponsor LLC

4785 Caughlin Parkway,

Reno, NV 89519

	RE:	Securities Subscription Agreement

Ladies and Gentlemen:

Calm Seas Acquisition Corp., a Cayman Islands exempted company with limited liability (the “Company”, “we” or “us”), is pleased to accept the offer made by Calm Seas Sponsor LLC, a Cayman Islands limited liability company (“Subscriber” or “you”), to purchase 11,500,000 Class B ordinary shares of the Company, of $0.0001 par value per share (the “Shares”), up to 1,500,000 of which are subject to surrender and cancellation by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units (“Units”), each expected to be comprised of one Class A ordinary share and one-third of one redeemable warrant to purchase one Class A ordinary share, do not fully exercise their opti

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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 Calm Seas Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Calm Seas Sponsor LLC, a Cayman Islands 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-third 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 5,000,000 private placement warrants (or 5,450,000 private placement warrants if the underwriters’ over-allotment option is exercised in full) (the “Private Placement Warrants”), each Private Placement Warr

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[•], 2026

Calm Seas Acquisition Corp.

[•]

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 Calm Seas Acquisition Corp., 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 several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class********* A Ordinary Shares***”), and one third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purc

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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 TCGX Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), TCGX Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), TCG Crossover Fund III, LP, a Delaware limited partnership (the “Fund”),and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and the Fund and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2of this Agreement, a “Holder” and collectively the “Holders”).

RECITALS

WHEREAS, the Company has 2,500,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued and outstanding;

WHEREAS, the Founder Shares are convertible into Class A ordinary shares of the Company, par value $0.0001 per share (the “Ordinary Shares”), on the terms and conditions provided in the Company’s amended and restated memorandum and articles of association;

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339619526 v2

Exhibit 10.8

FORWARD PURCHASE AGREEMENT

This Forward Purchase Agreement (this “Agreement”) is entered into as of , 2026, by and between TCGX Acquisition Corp. II, an exempted company under the laws of the Cayman Islands (the “Company”), and TCG Crossover Fund III, LP, a Delaware limited partnership (the “Purchaser”).

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

WHEREAS, the Company has filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (the “Registration Statement”) for its initial public offering (“IPO”) of 10,000,000 Class A ordinary shares, par value $0.0001 per share (the “Class A Shares”, and the Class A Shares sold in the IPO, the “Public Shares”) at a price of $10.00 per Public Share;

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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 COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

Principal Amount: Up to $300,000 Dated as of July 23, 2026

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TCGX Acquisition Corp. II
245 Lytton Ave., Suite 350
Palo Alto, California 94301

July 23, 2026

TCGX Sponsor II, LLC

245 Lytton Ave., Suite 350

Palo Alto, California 94301

RE: Securities Subscription Agreement

Ladies and Gentlemen:

TCGX Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer TCGX Sponsor II, LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 2,156,250 Class B ordinary shares of the Company (the “Shares”), $0.0001 par value per share (the “Class B Ordinary Shares”), up to 281,250 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of Class A ordinary shares of the Company, $0.0001 par value per share (the “Class A Ordinary Shares”), do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class A Ordinary Shares and the Class B Ordinary Shares. Pursuant to the Company’s memo

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