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Browse EX-10 agreements

1,194 matching material contract exhibits.


EXHIBIT 10.6

Southport Acquisition Corp. II

INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2026, by and between Southport Acquisition Corp. II, 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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EX-10.6·S-1/A·CIK 2148436·ACC 0001185185-26-003758·Filed Aug 28, 2026, 16:45 ET

EXHIBIT 10.4

Southport Acquisition Corp. II

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 Southport Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Southport Acquisition Sponsor II 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, par value $0.0001 per share, of the Company (an “Ordinary Share”), and 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

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EX-10.4·S-1/A·CIK 2148436·ACC 0001185185-26-003758·Filed Aug 28, 2026, 16:45 ET

EXHIBIT 10.1

Southport Acquisition Corp. II

[   ], 2026

Southport Acquisition Corp. II

8 Bolling Place

Greenwich, CT 06830

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 Southport 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”, or “CCM”) of the underwriters (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 unit comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-third of one redeemable warrant (each whole

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EX-10.1·S-1/A·CIK 2148436·ACC 0001185185-26-003758·Filed Aug 28, 2026, 16:45 ET

EXHIBIT 10.8

Southport Acquisition Corp. II

Southport Acquisition Corp. II

8 Bolling Place

Greenwich, CT 06830

July 15, 2026

Southport Acquisition Sponsor II LLC

8 Bolling Place

Greenwich, CT 06830

** **

RE: Securities Subscription Agreement

Ladies and Gentlemen:

Southport Acquisition Corp. II, a Cayman Islands exempted company limited by shares (the “Company”), is pleased to accept the offer of Southport Acquisition Sponsor II LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 7,666,667 Class B ordinary shares US$0.0001 par value per share of the Company (the “Shares”), (the “Class B Ordinary Shares”), up to 1,000,000 of which are subject to complete or partial forfeiture by you to the extent the underwriters of the Company’s initial public offering (“IPO”) of units do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectiv

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EX-10.8·S-1/A·CIK 2148436·ACC 0001185185-26-003758·Filed Aug 28, 2026, 16:45 ET

EXHIBIT 10.5

Southport Acquisition Corp. II

PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [ ] day of [ ], 2026, by and between Southport Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (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, par value $0.0001 per share (the “Class A Ordinary Shares”), of the Company, and one-third 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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EX-10.5·S-1/A·CIK 2148436·ACC 0001185185-26-003758·Filed Aug 28, 2026, 16:45 ET

EX-10.3

Bitwise NEAR ETF

MARKETING AGENT AGREEMENT

THIS AGREEMENT is made and entered into as of February 2, 2026, and is effective as of December 31, 2025 (the “Effective Date”). This Agreement is by and between Bitwise Investment Advisers, LLC, a Delaware limited liability company in its capacity as sponsor to certain exchange-traded products (the “Sponsor”), for and on behalf of each applicable entity identified in Exhibit B hereto, severally and not jointly (each, a “Trust”) and Foreside Fund Services, LLC, a Delaware limited liability company (“ACA Foreside”).

WHEREAS, the Trust is a statutory trust organized under the laws of the State of Delaware;

WHEREAS, the Trust filed with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement for the Trust under the Securities Act of 1933, as amended (the “1933 Act”);

WHEREAS, the Trust intends to create and redeem shares of beneficial interest in the Trust (the “Shares”) only in creation unit aggregations (“Creation Unit”) on a continuous basis, and list the Shares on one or more national securities exchanges;

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EX-10.3·S-1/A·CIK 2067111·ACC 0001193125-26-374507·Filed Aug 28, 2026, 16:24 ET

EX-10.15

Bitwise NEAR ETF

AMENDMENT TO FINANCIAL PRODUCTS LICENSE AGREEMENT

This Amendment is entered into as of July 31st, 2026, by and between CF Benchmarks Ltd(“Licensor”), Bitwise Investment Advisers, LLC, (“BIA”) and Bitwise Investment Manager LLC, (“BIM” and together with BIA each a “Licensee”).

The Licensor and BIM entered into a Financial Product License Agreement on July 12th, 2023, as amended by the Variation Agreement on May 1st, 2024, October 27th, 2025, and October 29th, 2025 (the “Original Agreement”).

The Licensor and BIM, through this amendment agreement (the “Amendment Agreement”), wish to amend the Original Agreement by adding BIA as a third counterparty and by incorporating the changes set out below.

The amendments and additions contained herein shall have effect from July 10th, 2026 onwards, and shall supersede where applicable those contained in the Original Agreement

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EX-10.15·S-1/A·CIK 2067111·ACC 0001193125-26-374507·Filed Aug 28, 2026, 16:24 ET

EX-10.8

Bitwise NEAR ETF

AMENDMENT #2 TO THE COINBASE PRIME – EXCHANGE-TRADED PRODUCT (ETP) STAKING ADDENDUM

This Amendment #2 (this “Amendment”) dated as of August 27, 2026 (the “Effective Date”), to the Exchange-Traded Product (ETP) Staking Addendum, dated October 8, 2025, addendum to the Coinbase Custody Services Agreement dated July 29, 2023 as amended and restated from time to time (the “Original Addendum”), by and between Coinbase, Inc. (“Coinbase”), as agent for itself and for the Coinbase Entities and Bitwise Investment Advisers, LLC in its capacity as sponsor of the Funds (“Client”). Each Coinbase Entity and each Client may be individually referred to as a “Party” and collectively, the “Parties”.

WHEREAS, the Parties desire to amend the Original Addendum as set forth in this Amendment.

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

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EX-10.8·S-1/A·CIK 2067111·ACC 0001193125-26-374507·Filed Aug 28, 2026, 16:24 ET

EXHIBIT 10.16

Giant Oak Acquisition Corp

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.

AMENDED AND RESTATED PROMISSORY NOTE

Principal Amount:  Up to $1,000,000 Dated as of August 28, 2026
New York, New York

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EX-10.16·S-1/A·CIK 1858939·ACC 0001104659-26-103090·Filed Aug 28, 2026, 14:02 ET

FIRST AMENDMENT TO THE

EQUITY PURCHASE AGREEMENT

** **

This first amendment (this “Amendment”) to the Agreement (as defined below) is entered into as of August 21, 2026 (the “Effective Date”), by and between Change Agents Corporation, a Delaware corporation (the “Company”), and Hudson Global Ventures, LLC, a Nevada limited liability company (the “Investor”, and collectively with the Company, the “Parties”).

WHEREAS the Parties entered into an equity purchase agreement on or around July 22, 2026 (the “Agreement”); and

WHEREAS, the Parties now desire to amend the Agreement;

** **

NOW, THEREFORE, the Parties hereto agree as follows:

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EX-10.135·S-1/A·CIK 1630212·ACC 0001213900-26-093149·Filed Aug 24, 2026, 17:36 ET

** **

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of ____________, 2026 by and between Inflection Point Acquisition Corp. VIII, 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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EX-10.2·S-1/A·CIK 2146310·ACC 0001213900-26-093109·Filed Aug 24, 2026, 17:02 ET

CUSTODIAL SERVICES AGREEMENT

Cryptex Digital Market Cap ETF

Confidential

BITGO

CUSTODIAL SERVICES AGREEMENT

** **

This BitGo Custodial Services Agreement (this “Agreement”) is made as of the Effective Date by and between:

CRYPTEX DIGITAL MARKET CAP ETF (“CLIENT”)
a Cayman Islands ETF

and Custodian. This Agreement governs Client’s use of the Services (as defined below) provided or made available by Custodian to Client.

** **

Definitions. Capitalized terms not defined elsewhere in this Agreement will have the meaning set forth below:

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EX-10.3·S-1/A·CIK 2115027·ACC 0001213900-26-092828·Filed Aug 24, 2026, 09:01 ET