Browse EX-10 agreements

SUPPORT AGREEMENT

This Support Agreement (this “Agreement”), dated as of July 22, 2026 (the “Effective Date”), is entered into by and between Northrim BanCorp, Inc., an Alaska corporation (“Parent”) and the undersigned shareholder (the “Shareholder”) of PBCO Financial Corporation, an Oregon corporation (the “Company”).

WHEREAS, subject to the terms and conditions of the Agreement and Plan of Merger (as the same may be amended, supplemented or modified, the “Merger Agreement”), dated as of the date hereof, by and among Parent, Whitewater Sub, Inc., a wholly owned subsidiary of Parent (“Merger Sub”), and the Company, the Company will be merged with and into Merger Sub, with Merger Sub as the surviving corporation (the “Merger”) and immediately following the Merger, Merger Sub will be merged with and into Parent (the “Second Step Merger” and together with the Merger, the “Mergers”);

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VOTING AND SUPPORT AGREEMENT

This Voting and Support Agreement (this “Agreement”), dated as of July 22, 2026 (the “Effective Date”), is entered into by and between Northrim BanCorp, Inc., an Alaska corporation (“Parent”) and the undersigned nonemployee director (the “Director”), a shareholder of PBCO Financial Corporation, an Oregon corporation (the “Company”).

WHEREAS, subject to the terms and conditions of the Agreement and Plan of Merger (as the same may be amended, supplemented or modified, the “Merger Agreement”), dated as of the date hereof, by and among Parent, Whitewater Sub, Inc., a wholly owned subsidiary of Parent (“Merger Sub”), and the Company, the Company will be merged with and into Merger Sub, with Merger Sub as the surviving corporation (the “Merger”) and immediately following the Merger, Merger Sub will be merged with and into Parent (the “Second Step Merger” and together with the Merger, the “Mergers”);

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EQUITY TRANSFER AGREEMENT

in respect of

LIGHTPATH (ZHENJIANG) OPTICAL INSTRUMENTATION CO., LTD.

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Dated July 23, 2026

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CONTENTS

1.	DEFINITIONS AND INTERPRETATION	1
2.	EQUITY TRANSFER	4
3.	CONSIDERATION, PAYMENT AND FINANCING	4
4.	PAYMENT SECURITY	5
5.	CONDITIONS PRECEDENT	6
6.	CLOSING	7
7.	SALE ON AN AS-IS BASIS; SELLER INDEMNITY	8
8.	REPRESENTATIONS AND WARRANTIES	9
9.	FURTHER UNDERTAKINGS	10
10.	POST-CLOSING GOVERNANCE AND INFORMATION RIGHTS	10

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Executive Employment Agreement

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This Executive Employment Agreement (the “Agreement”) is made and entered into as of July 1, 2026 (the “Effective Date”), by and among Mark Heinen (the “Executive”), Volato Group, Inc., (the “Parent”), and Volato, Inc., (the “Company,” and together with the Parent, the “Companies”).

WHEREAS, the Executive has been employed by Parent or its legacy subsidiaries since November 27, 2023 and currently serves as its Chief Financial Officer.

WHEREAS, in connection with an anticipated merger, the parties desire to enter into this Agreement in order to facilitate the Executive’s retention and service, to incentivize the Executive to grow the Companies and their market position and to better reflect the Executive’s value to the Companies;

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EXECUTION VERSION

July 23, 2026

Bank of America, N.A.

One Bryant Park

New York, NY 10036

Fixed Dollar Accelerated Share Repurchase Transaction

Visteon Corporation
One Village Center Drive
Van Buren Township, MI 48111

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Dear Sir/Madam:

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between Bank of America, N.A. (“Dealer”) and Visteon Corporation (“Issuer”) on the Trade Date specified below (the “Transaction”). This confirmation constitutes a “Confirmation” as referred to in the Agreement specified below.

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CERTAIN IDENTIFIED INFORMATION, MARKED BY [***], HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL and of the type of information that the registrant treats as private or confidential AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY, IF PUBLICLY DISCLOSED.

THE TRANSFER, SALE AND ASSIGNMENT OF THIS NOTE ARE SUBJECT TO RESTRICTIONS. NO TRANSFER, SALE OR ASSIGNMENT OF THIS NOTE SHALL BE EFFECTIVE UNLESS MADE IN COMPLIANCE WITH THE PROVISIONS HEREOF AND PROPERLY REFLECTED IN SCHEDULE I HERETO.

VENU HOLDING CORPORATION
SECURED PROMISSORY NOTE AND GUARANTY AGREEMENT

$20,000,000	July 17, 2026

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**INDEMNIFICATION AGREEMENT **

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of July 20, 2026, by and between B&R Technology Merger 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 or officers 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;

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**INVESTMENT MANAGEMENT TRUST AGREEMENT **

This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 20, 2026 by and between B&R Technology Merger 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. 333-297256) (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, 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 (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;

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**PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT **

This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of this July 20, 2026, by and between B&R Technology Merger Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at 2300 West Sahara Avenue Las Vegas, NV 89102, and B&R Technology Sponsor LLC (Cayman) (the “Purchaser”).

WHEREAS, the Company desires to sell on a private placement basis (the “Offering”) an aggregate of 687,500 units (the “Initial Units”) of the Company, each Initial Unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share and one-third of one redeemable warrant (the “Warrant”) to purchase one Class A ordinary share (the “Warrant Shares”) to be governed by the Warrant Agreement (defined herein), for a purchase price of $6,875,000, or $10.00 per Initial Unit, and up to 73,125 units (“Additional Units” and together with the Initial Units, the “Units”), each Additional Unit comprised of one Class A ordinary share and

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July 20, 2026

B&R Technology Merger Corp.

2300 West Sahara Avenue

Las Vegas, NV 89102

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 B&R Technology Merger Corp., a Cayman Islands exempted company (the “Company”) and Citigroup Global Markets Inc. as the underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 37,375,000 of the Company’s units (including up to 4,875,000 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-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall

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**REGISTRATION RIGHTS AGREEMENT **

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 20, 2026 is made and entered into by and among B&R Technology Merger Corp., a Cayman Islands exempted company (the “Company”), B&R Technology Sponsor LLC (Cayman), a Cayman Islands limited liability company (the “Sponsor”), 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 **

WHEREAS, the Sponsor owns an aggregate of 12,458,333 of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”) up to 1,625,000 of which may be surrendered to the Company for no consideration depending on the extent to which the underwriter of the Company’s initial public offering exercises its over-allotment option;

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**B&R Technology Merger Corp. **

2300 West Sahara Avenue

Las Vegas, NV 89102

July 20, 2026

Jess Enterprises, Inc.

B&R Technology Sponsor LLC (Cayman)

Authentic Holdings, LLC

c/o Jess Enterprises, Inc.

2300 West Sahara Avenue

Las Vegas, NV 89102

Re:	Administrative Services and Indemnification Agreement

Ladies and Gentlemen:

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