Browse EX-10 agreements

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ADMINISTRATIVE AND OPERATIONAL SERVICES AGREEMENT

THIS ADMINISTRATIVE AND OPERATIONAL SERVICES AGREEMENT (this “Agreement”) is made as of this 13th day of August, 2026 (the “Effective Date”), by and between Exchange Traded Concepts, LLC and ETC Platform Services, LLC, each with its principal place of business at 10900 Hefner Pointe Dr., Suite 400, Oklahoma City, Oklahoma 73120 (collectively, “ETC”) and Cryptex Finance, LLC (“Client”), a Wyoming limited liability company with its principal place of business at 30 N. Gould St., Suite R, Sheridan, WY 82801 (ETC and Client are ach a “Party” and together the “Parties”).

WHEREAS, Client wishes to engage ETC to create and operate one or more new exchange traded products described on Schedule A to this Agreement, (each, a “Fund”); and

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**FORM OF **

**CRYPTEX DIGITAL MARKET CAP ETF **

AUTHORIZED PARTICIPANT AGREEMENT

This Authorized Participant Agreement (the “Agreement”), dated as of __________, is entered into by and among ________________ (the “Authorized Participant”), Cryptex Digital Market Cap ETF (the “Trust”), and Cryptex Finance, LLC, as sponsor of the Trust (the “Sponsor”).

SUMMARY

As provided in the Fund Agreement of the Fund, as amended (the “Fund Agreement”) as currently in effect and described in the Prospectus (defined below), units of fractional undivided beneficial interest in and ownership of the Fund (the “Shares”) may be created or redeemed by the Sponsor for an Authorized Participant in aggregations of a minimum of ten thousand (10,000) Shares (each aggregation, a “Creation Unit”). The Fund is designed to hold a diversified basket of digital assets (collectively, “Digital Assets” and each, a “Digital Asset”), as described in the Prospectus. Creation Units are offered only pursuant to a registration statement of the Fund on Form S-1, as amended (Registrat

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Exhibit 10.9

Support Services Letter Agreement

This support services letter agreement (the “Letter Agreement”) is entered into as of August 21, 2026, by and among Chardan Capital Markets LLC (“Chardan”), Rainier Acquisition Corporation (the “Company”), and Ravenna 7 LLC (the “Sponsor”).

WHEREAS, Chardan has been engaged as lead or managing underwriter in connection with the proposed initial public offering of units (the “Offering”) by the Company pursuant to that certain Engagement Letter dated August 3, 2026, by and among Chardan, the Company, and the Sponsor (the “Engagement Letter”);

WHEREAS, the Company and the Sponsor have requested, and Chardan has agreed, that certain Chardan personnel assist the Company with specified formation, organizational, and administrative matters in connection with the Offering;

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Exhibit 10.5

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 MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.

GRID PROMISSORY NOTE

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Principal Amount: Up to $300,000.00	Dated as of August 21, 2026

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Exhibit 10.1

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INVESTMENT MANAGEMENT TRUST AGREEMENT

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This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2026 by and between Rainier Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

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WHEREAS, the Company’s registration statement on Form S-1, File No. 333-298076 (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units, each such public unit comprised of one Class A ordinary share, par value $0.0001 per share (“Ordinary Shares”) and one-quarter of a redeemable warrant to purchase one Class A 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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***RELATED PARTY LOAN AGREEMENT ***

This Related Party Loan Agreement (“Agreement”) is made and entered into as of July 29, 2026 (“Effective Date”), by and between:

**Mariner Strategic Investments, LLC, **a Delaware limited liability company, with its principal place of business at 1 Holtec Boulevard, Camden, New Jersey 08104 (“Lender”); and

**Holtec International, **a Delaware corporation with its principal place of business at 1 Holtec Boulevard, Camden, New Jersey 08104 (“Borrower”).

Lender and Borrower are each referred to as a “Party” and collectively as the “Parties.”

**1. Loan **

Subject to the terms of this Agreement, Lender agrees to lend to Borrower, and Borrower agrees to borrow from Lender, the principal amount of One Hundred and Fifty Million United States Dollars ($150,000,000 USD) (the “Loan”). Lender shall fund the Loan on the Effective Date, or on such other date as the Parties may agree in writing, by wire transfer to an account designated by Borrower.

**2. Purpose **

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		Krishna P. Singh Technology Campus, 1 Holtec Blvd., Camden, NJ 08104 Telephone (856) 797-0900 Fax (856) 797-0909

**FIRST AMENDMENT TO **

**RELATED PARTY REVOLVING LOAN AGREEMENT **

This First Amendment to Related Party Revolving Loan Agreement (this “Amendment”) is made and entered into as of January 20, 2026, by and between:

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		Krishna P. Singh Technology Campus, 1 Holtec Blvd., Camden, NJ 08104 Telephone (856) 797-0900 Fax (856) 797-0909

**SECOND AMENDMENT TO RELATED PARTY REVOLVING LOAN AGREEMENT **

This Second Amendment to Related Party Revolving Loan Agreement (This “Second Amendment”) is made and entered into as of April 1, 2026, by and between:

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Exhibit 10.1

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August 21, 2026

Dune Acquisition Corporation III
700 S. Rosemary Avenue, Suite 204
West Palm Beach, FL 33401

	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 between Dune Acquisition Corporation III, a Cayman Islands exempted company (the “Company”), and Clear Street LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 11,500,000 of the Company’s units (including up to 1,500,000 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”). E

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**SHARE ESCROW AGREEMENT **

This Share Escrow Agreement, dated as of [•], 2026 (“Agreement”), by and among Three Lions Acquisition Corp., a Cayman Islands exempted company (the “Company”), Three Lions Sponsor, LLC (the “Sponsor”) and each of the initial shareholders listed on Exhibit A attached hereto, severally and not jointly (together with the Sponsor, each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).

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August __, 2026

Three Lions Acquisition Corp.

888 Prospect Street

La Jolla, CA 92037

Gentlemen:

Three Lions Acquisition Corp. (the “Company”), a blank check company formed in the Cayman Islands 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”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), pursuant to its registration statement on Form S-1 initially filed on June 30, 2026 (as may be amended, the “Registration Statement”) in connection with its initial public offering (“IPO”).

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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 Three Lions Acquisition Corp., a Cayman Islands exempted company (the “Company”), Three Lions Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), EarlyBirdCapital, Inc. (“EBC”), and each of the undersigned parties listed on the signature page hereto under “Holders”, severally and not jointly (each such party, together with the Sponsor and EBC 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 **

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