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Browse EX-10 agreements

773 matching material contract exhibits.


EXHIBIT 10.6

Karman Line Acquisition Corp.

INDEMNNIFICATION AGREEMENT

**THIS INDEMNITY AGREEMENT **(this “Agreement”) is made as of [XXXX XX,], 2026, by and between Karman Line 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;

EX-10.6·S-1·CIK 2134856·ACC 0001829126-26-007847·Filed Jul 24, 2026, 19:25 ET

EXHIBIT 10.4

Karman Line Acquisition Corp.

PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT, dated as of [*], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Karman Line Acquisition Corp., a Cayman Islands exempted 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 (1) one Class A ordinary share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and (2) one-third 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 an

EX-10.4·S-1·CIK 2134856·ACC 0001829126-26-007847·Filed Jul 24, 2026, 19:25 ET

EXHIBIT 10.3

Karman Line Acquisition Corp.

PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT, dated as of [*], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Karman Line Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Samara Acquisition Sponsor VI Ltd., a Cayman Islands exempted 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 (1) one Class A ordinary share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and (2) one-third 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 p

EX-10.3·S-1·CIK 2134856·ACC 0001829126-26-007847·Filed Jul 24, 2026, 19:25 ET

EXHIBIT 10.9

Karman Line Acquisition Corp.

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

$300,000.00 As of September 19, 2025

Meteora Venture Partners Acquisition Corporation VI Ltd. (“Maker”), promises to pay to the order of Samara Acquisition Sponsor VI Ltd. or its successors or assigns (“Payee”) the principal sum of up to Three Hundred Thousand Dollars and No Cents ($300,000.00) in lawful money of the United States of America, on the terms and conditions described below.

EX-10.9·S-1·CIK 2134856·ACC 0001829126-26-007847·Filed Jul 24, 2026, 19:25 ET

EXHIBIT 10.2

Karman Line Acquisition Corp.

** **

Meteora Venture Partners Acquisition Corporation VI Ltd.

1200 N. Federal Hwy. Ste. #200

Boca Raton, FL 33432

September 30, 2026

Samara Acquisition Sponsor VI Ltd.

1200 N. Federal Hwy. Ste. #200

Boca Raton, FL 33432

RE: Securities Subscription Agreement

Ladies and Gentlemen:

This agreement (the “Agreement”) is between Samara Acquisition Sponsor VI Ltd., a Cayman Islands exempted limited liability company (the “Subscriber” or “you”), and Meteora Venture Partners Acquisition Corporation VI Ltd., a Cayman Islands exempted company (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 7,666,667 Class B Ordinary Shares, $0.0001 par value per share of the Company (the “Shares”), up to 1,000,000 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“**Unit

EX-10.2·S-1·CIK 2134856·ACC 0001829126-26-007847·Filed Jul 24, 2026, 19:25 ET

EXHIBIT 10.5

Karman Line Acquisition Corp.

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “*Ag*reement**”), dated as of [   ], 2026 is made and entered into by and among KARMAN LINE ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), Samara Acquisition Sponsor VI Ltd., a Cayman Islands exempted company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, the representative of the underwriters (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”).

RECITALS

EX-10.5·S-1·CIK 2134856·ACC 0001829126-26-007847·Filed Jul 24, 2026, 19:25 ET

EXHIBIT 10.7

Karman Line Acquisition Corp.

Administrative Service Agreement

This Administrative Service Agreement (the “Agreement”) dated this [___] day of [____], 2026 is between KARMAN LINE ACQUISITION CORP., a Cayman Islands exempted company, herein referred to as “Company” and Samara Acquisition Sponsor VI Ltd., herein referred to as “Service Provider”.

Service Provider has agreed to provide services to the Company on the terms and conditions set out in this Agreement, while Company is of the opinion that Service Provider has the proper and necessary qualifications, experience and abilities to provide services to Company.

Therefore in consideration of the matters described above, the receipt and sufficiency of which consideration is hereby acknowledged, the Company and the Service Provider agree as follows:

1. Scope of Work

EX-10.7·S-1·CIK 2134856·ACC 0001829126-26-007847·Filed Jul 24, 2026, 19:25 ET

EX-10.3

POWERDYNE INTERNATIONAL, INC.

EX-10.3·S-1·CIK 1435617·ACC 0001493152-26-034628·Filed Jul 24, 2026, 17:30 ET

EX-10.5

POWERDYNE INTERNATIONAL, INC.

NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON STOCK PURCHASE WARRANT

** **

POWERDYNE INTERNATIONAL, INC.

** **

Warrant Shares: 3,551,136

EX-10.5·S-1·CIK 1435617·ACC 0001493152-26-034628·Filed Jul 24, 2026, 17:30 ET

EX-10.4

POWERDYNE INTERNATIONAL, INC.

EX-10.4·S-1·CIK 1435617·ACC 0001493152-26-034628·Filed Jul 24, 2026, 17:30 ET

** **

K2 CAPITAL ACQUISITION II CORP.

[●], 2026

K2 Capital Acquisition II Corp.

Suite 716, 10 Market Street

Camana Bay, Grand Cayman KY1 9006

Cayman Islands

Re: Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between K2 Capital Acquisition II Corp. (the “Company”) and K2 Capital Sponsor 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 (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

EX-10.7·S-1·CIK 2145384·ACC 0001213900-26-081485·Filed Jul 24, 2026, 17:24 ET

K2 CAPITAL ACQUISITION II CORP.

1055 West Hastings Street, Suite 1060

Vancouver, BC V6E 2E9

** **

June 30, 2026

K2 Capital Sponsor II LLC

1055 West Hastings Street, Suite 1060

Vancouver, BC V6E 2E9

RE: *Securities Subscription Agreement *

Ladies and Gentlemen:

This agreement (the “Agreement”) is between K2 Capital Sponsor II, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and K2 Capital Acquisition II Corp., a Cayman Islands exempted company (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 6,820,337 Class B ordinary shares, $0.0001 par value per share of the Company (the “Shares”), up to 879,375 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as fo

EX-10.4·S-1·CIK 2145384·ACC 0001213900-26-081485·Filed Jul 24, 2026, 17:24 ET