Browse EX-10 agreements

M. Klein & Company 640 Fifth Avenue New York, NY 10019

CONFIDENTIAL

 

June 24, 2026

 

Agility Robotics, Inc.

4698 Truax Drive SE

Salem, OR 97317

 

Ladies and Gentlemen:

 

This letter agreement (this “Agreement”), which shall become effective upon the Closing (as such term is defined in the Merger Agreement) (the “Effective Date”), confirms certain arrangements between Churchill Capital Corp XI, a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation prior to the Closing) (the “Client”), to be renamed Agility Robotics, Inc. upon the Effective Date, and M. Klein & Company, through its affiliate, The Klein Group, LLC (“Advisor”), with respect to the engagement of Advisor by the Client as its financial advisor to provide strategic advice and assistance to the Client in connection with capital markets, business development, investor relations and other strategic matters (the “Services”). Simultaneously with the execution and delivery of this Agreement, Client has entered into that certain Agreement and Plan

…

June 24, 2026

 

Churchill Capital Corp XI 640 Fifth Avenue, 14th Floor New York, NY 10019  

Re:

Sponsor Agreement

 

Ladies and Gentlemen:

 

This letter (this “Sponsor Agreement”) is being delivered to you in connection with that certain Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated as of the date hereof, by and among Churchill Capital Corp XI, a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation prior to the Closing) (“SPAC”), BLB Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of SPAC (“Merger Sub”) and Agility Robotics, Inc., a Delaware corporation (the “Company”), and hereby amends and restates in its entirety that certain letter agreement, dated December 16, 2025, from each of the persons undersigned thereto to SPAC (as may be amended from time to time, the “Prior Letter Agreement”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

…

June 24, 2026

 

Churchill Capital Corp XI 640 Fifth Avenue, 14th Floor New York, NY 10019  

Re:

Sponsor Agreement

 

Ladies and Gentlemen:

 

This letter (this “Sponsor Agreement”) is being delivered to you in connection with that certain Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated as of the date hereof, by and among Churchill Capital Corp XI, a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation prior to the Closing) (“SPAC”), BLB Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of SPAC (“Merger Sub”) and Agility Robotics, Inc., a Delaware corporation (the “Company”), and hereby amends and restates in its entirety that certain letter agreement, dated December 16, 2025, from each of the persons undersigned thereto to SPAC (as may be amended from time to time, the “Prior Letter Agreement”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

…

SUBSCRIPTION AGREEMENT

 

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 24th day of June, 2026, by and between Churchill Capital Corp XI, a Cayman Islands exempted company (the “Issuer”) and the undersigned (“Subscriber” and, together with Issuer, the “Parties” and each, a “Party”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (as defined below).

…

Exhibit 10.2 

STOCKHOLDER VOTING AND SUPPORT AGREEMENT

 

This Stockholder Voting and Support Agreement (this “Agreement”) is dated as of June 24, 2026, by and among Churchill Capital Corp XI, a Cayman Islands exempted company limited by shares (which shall transfer by way of continuation and domesticate as a Delaware corporation) (“Acquiror”), the Person set forth on the signature page hereto (the “Company Stockholder”), and Agility Robotics, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

RECITALS

…

M. Klein & Company 640 Fifth Avenue New York, NY 10019

CONFIDENTIAL

 

June 24, 2026

 

Agility Robotics, Inc.

4698 Truax Drive SE

Salem, OR 97317

 

Ladies and Gentlemen:

 

This letter agreement (this “Agreement”), which shall become effective upon the Closing (as such term is defined in the Merger Agreement) (the “Effective Date”), confirms certain arrangements between Churchill Capital Corp XI, a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation prior to the Closing) (the “Client”), to be renamed Agility Robotics, Inc. upon the Effective Date, and M. Klein & Company, through its affiliate, The Klein Group, LLC (“Advisor”), with respect to the engagement of Advisor by the Client as its financial advisor to provide strategic advice and assistance to the Client in connection with capital markets, business development, investor relations and other strategic matters (the “Services”). Simultaneously with the execution and delivery of this Agreement, Client has entered into that certain Agreement and Plan

…

FIRST AMENDMENT TO LOAN DOCUMENTS

This First Amendment to Loan Documents (this “Amendment”) is entered into as of June 23, 2026 (the “First Amendment Effective Date”), by and among AVENUE CAPITAL MANAGEMENT II, L.P., a Delaware limited partnership (“Agent”), AVENUE VENTURE OPPORTUNITIES FUND II, L.P., a Delaware limited partnership (“Avenue 2”; and together each other lender from time to time party hereto, each a “Lender” and, collectively, “Lenders”) and CALCIMEDICA, INC., a Delaware corporation (“Borrower”).

RECITALS

…

SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”), dated as of June 21, 2026 (the “Effective Date”), is entered into by and among Comstock Inc., a Nevada corporation (“Seller”), Mackay Precious Metals Inc., a Delaware corporation (“Buyer”) and Mackay Gold & Silver Corp., a British Columbia corporation (“Mackay Parent”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings assigned to such terms in ARTICLE I.

 

RECITALS

…

APNs:

 

 

When Recorded Mail To:

Comstock Inc.

117 American Flat Road

P.O. Box 1118

Virginia City, Nevada 89440

 

 

 

The party executing this document hereby affirms

that this document submitted for recording does

not contain the social security number of a person

or persons as required by NRS 239B.030.

 

 

DEED OF TRUST

AND ASSIGNMENT OF RENTS

 

THIS DEED OF TRUST AND ASSIGNMENT OF RENTS, made this ___ day of ___________________, 2026, by and between Comstock Mining LLC, a Nevada limited liability company, hereinafter referred to as “Trustor,” Ticor Title of Nevada, Inc., a Nevada corporation, in its capacity as trustee hereunder, hereinafter referred to as “Trustee,” and Comstock Inc., a Nevada corporation, hereinafter referred to as “Beneficiary”.

 

W I T N E S S E T H:

…

Exhibit A

Royalty Agreement

 

Recorded at the request of

and when recorded return to:

Comstock Inc.

117 American Flat Road

P.O. Box 1118

Virginia City, NV 89440

 

The undersigned affirm that this document does not contain the personal information of any person.

 

NET SMELTER RETURNS ROYALTY DEED AND AGREEMENT

 

This NET SMELTER RETURNS ROYALTY DEED AND AGREEMENT (this “Agreement”), dated [__] (the “Effective Date”), is between COMSTOCK MINING LLC, a Nevada limited liability company (“CML”); COMSTOCK PROCESSING LLC, a Nevada limited liability company (“CPL”); COMSTOCK EXPLORATION AND DEVELOPMENT LLC, a Nevada limited liability company (“CEDL,” and collectively with CML and CPL, “Grantor”), and COMSTOCK INC., a Nevada corporation (“Grantee”). Grantor and Grantee may be referred to herein individually as a “Party” or collectively as the “Parties.”

 

RECITALS

…

[●], 2026

 

Hoya Acquisition Corp. I

6210 Wilshire Blvd Ste 200

Los Angeles, CA 90048

 

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 Hoya Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and Chardan Capital Markets, LLC (“Chardan”) 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”), one right (the “Rights”) and one-half of one redeemable warrant (the “Warrants”). Each Right entitles the holder to receive one-sixth of one Class A Ordinary Share upon consummation

…

INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between Hoya Acquisition Corp. I, 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 “Shares”), one right entitling the holder thereof to receive one-sixth (1/6) of one Share upon the completion of an initial Business Combination (as defined below) and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Share for $11.50 per share, has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and

…