Browse EX-10 agreements

Football Manager SPAC Inc.

Via Borgonuovo 4

20121 Milan

Italy

May 12, 2026

League Capital LLC

Via Borgonuovo 4

20121 Milan

Italy

RE:Securities Subscription Agreement

Ladies and Gentlemen:

Football Manager SPAC Inc., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer League Capital LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 11,821,429 of the Company’s Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Class B ordinary shares”), up to 1,607,143 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of the Company, 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 B ordinary shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A ordinary shares”). Pursuant to the Company’s memorandum an

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Football Manager SPAC Inc.

via Borgonuovo n. 4

Milan 20121

Italy

[●], 2026

Viride S.p.A.

via Borgonuovo n. 4

Milan 20121

Italy

Re: Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between Football Manager SPAC Inc., a Delaware corporation (the “Company”) and Viride S.p.A., a società per azioni incorporated in Italy (the “Services Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date that securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”) 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 on Form S-1 (File No. [●]) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):

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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 $750,000Dated as of May 4, 2026

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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 Football Manager SPAC Inc., a Cayman Islands exempted company (the “Company”), League Capital LLC, a Delaware limited liability company (the “Sponsor”), D. Boral Capital LLC (the “Representative”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor 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

WHEREAS, the Sponsor, John I. Sanders, certain officers and directors of the Company and certain others own 7,392,858 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), up to 964,286 of which are subject to forfeiture by the Sponsor depending on the extent to which the Underwriter’s over-allotment option is exercised;

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FORM OF INDEMNITY AGREEMENT

**THIS INDEMNITY AGREEMENT **(this “Agreement”) is made as of *                           *, 2026 by and between Football Manager SPAC Inc., a Cayman Islands exempted company (the “Company”), and [    ] (“Indemnitee”).

RECITALS

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, persons who serve the Company and its direct and indirect subsidiaries (collectively, the “Company Group”) to the fullest extent permitted by applicable law;

WHEREAS, this Agreement is a supplement to and in furtherance of the Amended and Restated Memorandum and Articles of Association (the “Charter”) of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;

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Exhibit 10.11

PRIVATE UNIT SUBSCRIPTION AGREEMENT

[*    *], 2026

Football Manager SPAC Inc.

Via Borgonuovo 4

Milan 20121

Italy

Ladies and Gentlemen:

Football Manager SPAC Inc.. (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”), pursuant to a registration statement on Form S1 (File No. [   ]) (“Registration Statement”).

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FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026, by and between Football Manager SPAC Inc. (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. [●]) (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 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

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Exhibit 10.4

Treeline Biosciences, Inc.

Executive Severance and Change in Control Plan

This Executive Severance and Change in Control Plan (this “Plan”) was adopted by the Board of Directors (the “Board”) of Treeline Biosciences, Inc., a Delaware corporation (the “Company”) and is effective on the Effective Date.  Unless otherwise indicated, capitalized terms used in this Plan are defined in Section 5 below.

1.	Eligibility

The following Company employees are eligible to participate in this Plan (each, an “Executive”):

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Exhibit 10.5

Treeline Biosciences Holdings, Inc.
Non-Employee Director Compensation Policy

Each member of the Board of Directors (the “Board”) of Treeline Biosciences, Inc. (the “Company”) who is a non-employee director of the Company (each such member, a “Non-Employee Director”) will receive the compensation described in this Non-Employee Director Compensation Policy (this “Policy”) for such Non-Employee Director’s service on the Board. This Policy is effective as of the consummation of the merger described in the that certain Agreement and Plan of Merger and Reorganization, dated as of June 6, 2026, among the Company, Treeline Biosciences, Inc. and certain other parties thereto (the “Effective Date”). This Policy may be amended or terminated at any time in the sole discretion of the Board.

1.	Eligibility

Non-Employee Directors who join the Board on or after the Effective Date shall be eligible to receive the compensation set forth in this Policy as of the date that they join the Board.

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (“Agreement”) is made and entered into by and between Wrap Technologies, Inc., a Delaware corporation (the “Company”), and Jared Novick (“Executive”) on September 2, 2026 (the “A&R Effective Date”), and amends, restates, and supersedes in its entirety the employment agreement entered into by the Company and Executive dated December 26, 2023 (the “Original Agreement”), effective as of the A&R Effective Date. The date of the Original Agreement, December 26, 2023, shall remain the “Effective Date” for purposes of the original employment terms.

WHEREAS, Executive and the Company entered into the Original Agreement;

WHEREAS, the parties desire to amend and restate the Original Agreement to provide for an additional equity award under Section 3(c)(ii) hereof;

WHEREAS, except as expressly modified as provided above, the parties intend that all other terms and conditions of Executive’s employment shall remain substantively unchanged from the Original Agreement;

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PERFORMANCE-BASED RESTRICTED STOCK AWARD AGREEMENT

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WRAP TECHNOLOGIES, INC.

2017 EQUITY COMPENSATION PLAN

1. Grant of Award. Pursuant to the Wrap Technologies, Inc. 2017 Equity Compensation Plan (the “Plan”) for Employees, Directors, and Consultants of Wrap Technologies, Inc., a Delaware corporation (the “Company”), the Company grants to Jared Novick (the “Participant”) an Award of Restricted Stock in accordance with Section 7(b) of the Plan (this “Award”). The number of shares of Common Stock awarded under this Restricted Stock Award Agreement (the “Agreement”) is 2,000,000 shares (the “Awarded Shares”); provided, however, that in the event that stockholder approval of an increase in shares of Common Stock reserved for issuance under the Plan (the “Stockholder Approval”) is not obtained by the Company prior to March 15, 2027, 800,000 of the Awarded Shares shall be null and void and shall be forfeited in accordance with Section 4 below (the “Stockholder Approval Requirement”). The “Date of Grant” of this Award

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (“Agreement”) is made and entered into by and between Wrap Technologies, Inc., a Delaware corporation (the “Company”), and Scot Cohen (“Executive”) on September 2, 2026 (the “A&R Effective Date”), and amends, restates, and supersedes in its entirety the employment agreement entered into by the Company and Executive dated October 12, 2023, as amended on January 14, 2024 (the “Original Agreement), effective as of the A&R Effective Date. The date of the Original Agreement, October 12, 2023, shall remain the “Effective Date” for purposes of the original employment terms.

WHEREAS, Executive and the Company entered into the Original Agreement;

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