Browse EX-10 agreements

SPONSOR SUPPORT AGREEMENT

 

This Sponsor Support Agreement (this “Agreement”) is dated as of June 26, 2026, by and among Columbus Circle 2 Sponsor Corporation LLC, a Delaware limited liability company (the “Sponsor”), Columbus Circle Capital Corp. II, a Cayman Islands exempted company limited by shares (the “Purchaser”), and Elroy Air, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

 

WHEREAS, as of the date hereof, the Sponsor is the holder of record and the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of (i) 265,000 Purchaser Class A Ordinary Shares (the Purchaser Class A Ordinary Shares are included in units, each unit consisting of one Purchaser Class A Ordinary Share and one-third of one warrant) and (ii) 7,666,667 Purchaser Class B Ordinary Shares (collectively, the “Subject Securities”);

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LOCK-UP AGREEMENT

 

THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among Elroy Air, Inc., a Delaware corporation (the “Company”) (formerly known as Inflection Point Acquisition Corp. VII, a Cayman Islands exempted company, prior to its domestication as a Delaware corporation), Columbus Circle 2 Sponsor Corporation LLC, a Delaware limited liability company (the “Sponsor”), Cohen & Company Securities, LLC (“CCM”) and Clear Street LLC (“Clear Street”) and, the Sponsor, CCM and Clear Street, together with any Person who hereafter becomes a party to this Agreement pursuant to Section 2 or Section 7 of this Agreement, (the “Securityholders” and each, a “Securityholder”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined herein).

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Execution Version

SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 26, 2026, by and among Columbus Circle Capital Corp. II, a Cayman Islands exempted company (the “Company”), Elroy Air, Inc., a Delaware corporation (the “Target”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).

WHEREAS, the Company, the Target, and IPGX Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”), entered into a Business Combination Agreement, dated as of June 26, 2026 (as it may be amended, modified, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement,” and the transactions contemplated by the Business Combination Agreement, the “Business Combination”), pursuant to which, among other things, the Target will merge with and into Merger Sub, with the Target surviving the merger as a wholly owned subsidiary of the Company;

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VOTING AND SUPPORT AGREEMENT

 

This VOTING AND SUPPORT AGREEMENT (this “Agreement”), is dated as of June , 2026, by and among Columbus Circle Capital Corp. II, a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Closing) (the “Purchaser”), the Persons set forth on Schedule I hereto (the “Sellers”) and Elroy Air, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

 

WHEREAS, as of the date hereof, the Sellers are the holders of such number and type of Company Securities as are indicated opposite each of their names on Schedule I attached hereto (collectively, the “Subject Securities”);

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Document

    

SECONDMENT ADDENDUM

Between the undersigned :

MIRION TECHNOLOGIES (MGPI), a simplified joint-stock company, registered with the Tarascon Trade and Companies Registry under number 303 375 406, with registered office at 174 route d’Eyguières, 13113 Lamanon, represented by Mr. Stéphane Demontoux, Group France HR Director,

Hereinafter referred to as the "Company"

And:

Mr Loïc ELOY, born on [DATE], French national, residing at [ADDRESS], registered with the French Social Security system under number [XXXX].

Hereinafter referred to as the "Employee"

The Company and the Employee are hereinafter collectively referred to as the "Parties".

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PREAMBLE

The Employee was hired on April 1, 2017, under a permanent employment contract by the Company as Deputy Director for the EMEA and APAC regions.

The Employee subsequently progressed to the position of VP EMEA and APAC for the HPD division, then to President of the RMSD Operating Division, and currently holds the position of President of Mirion Technologies’ “Nuclear and Safety” Group.

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Document

[LETTERHEAD]

[DATE]

[METHOD OF DELIVERY]

[NAME AND ADDRESS]

Re: Secondment to Mirion Technologies, Inc.

Dear Loic:

We are writing to confirm the terms and conditions of your temporary assignment (secondment) to Mirion Technologies, Inc., located in Atlanta, Georgia, USA provided that for purposes of this secondment, we have agreed that your home location will be in Florida, USA.

During the secondment, the terms of your Employment Agreement dated February 7, 2019, as first amended on February 3rd, 2022 (collectively, the “French Employment Agreement”) will remain in effect but will be suspended during the period that the Secondment Addendum dated as of the same date of this letter (the “Secondment Addendum”) governs your employment relationship. The terms and conditions of the Secondment Addendum shall be the applicable terms and conditions during your secondment. Accordingly, this Letter Agreement shall not be construed as constituting or creating an employment agreement or contract with you. If this Letter Agreement conflicts with the Secondment Addendum, th

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Amendment No. 3 

To 

Executive Employment Agreement

 

This Amendment No. 3 to the Executive Employment Agreement, dated as of March 1, 2025, between Functional Brands Inc., a Delaware corporation, and its subsidiaries (the “Company”), and Eric Gripentrog, an individual having an address at 14200 NE Riverbend Drive, Battle Ground, Washington 98604 (the “Executive”) (as amended prior hereto, the “Agreement”), is dated as of June 29, 2026 (the “Amendment”).

 

Whereas, pursuant to the Agreement the Executive was retained by the Company to serve as its Chief Executive Officer (“CEO”);

 

Whereas, Section 2.4(a) of the Agreement, as amended by Amendment No. 1 thereto, provides for a performance equity award of restricted stock units (“RSUs”) in the aggregate value of $500,000;

 

Whereas, the Company and the Executive wish to amend the Agreement to remove the RSU award provided under Section 2.4(a) and to replace it with a grant of options to purchase shares of the Company’s common stock;

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FUNCTIONAL BRANDS INC.

 

2026 EQUITY INCENTIVE PLAN

 

NOTICE OF STOCK OPTION GRANT AND STOCK OPTION AGREEMENT

 

Functional Brands Inc., a Delaware corporation (the “Company”), hereby grants to the Participant named below (the “Participant”) an option (the “Option”) to purchase the number of shares of the Company’s Common Stock set forth below, at the exercise price set forth below, subject to the terms and conditions of the Functional Brands Inc. 2026 Equity Incentive Plan (the “Plan”) and this Notice of Stock Option Grant and Stock Option Agreement (together, this “Agreement”). Capitalized terms used but not defined herein have the meanings given to them in the Plan.

 

NOTICE OF GRANT

 

Participant:

Eric Gripentrog

Address:

14200 NE Riverbend Drive, Battle Ground, Washington 98604

Date of Grant:

June 29, 2026

Vesting:

Fully vested and exercisable in full as of the Date of Grant

Total Number of Shares Subject to the Option:

3,500,000 shares of Common Stock

Exercise Price per Share:

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INDEMNIFICATION AGREEMENT

This Indemnification Agreement (the “Agreement”) is made as of [ ], by and between Kartoon Studios, Inc., a Nevada corporation (the “Company”), and [________________] (“Indemnitee”).

 

WHEREAS, Indemnitee is [a director/an officer] of the Company [/the Company expects Indemnitee to join the Company as [a director/an officer]];

 

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies;

 

WHEREAS, the Company desires to attract and continue to retain the services of highly qualified individuals, such as Indemnitee, to serve as officers and directors of the Company and to indemnify its officers and directors so as to provide them with the maximum protection permitted by law;

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CREATIVE MEDICAL TECHNOLOGY HOLDINGS, INC.

 

June 30, 2026

 

Holder of Common Stock Purchase Warrants

 

Re:

Inducement Offer to Exercise Common Stock Purchase Warrants

 

Dear Holder:

 

Creative Medical Technology Holdings, Inc. (the “Company”) is pleased to offer to you (“Holder”, “you” or similar terminology) (i) the opportunity to receive new warrants to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and (ii) a reduction in the Exercise Price (as defined in the respective Existing Warrants (as defined below)) , in consideration for your cash exercise of all of the Existing Warrants at the Reduced Exercise Price (as defined below) of $1.60 per share of the warrants set forth on Exhibit A hereto (the “Existing Warrants”) held by you as set forth on the signature page hereto. The resale of the shares of Common Stock underlying the Existing Warrants (the “Existing Warrant Shares”) has been registered pursuant to the registration statement on Form S-3 (File No. 333-291713) (the “Registration Statement”). The Registration Sta

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Document

Certain information in this document has been omitted and replaced with “[*****]”. Such identified information has been omitted from this document because it is not material and is of the type that the registrant treats as private or confidential.

MASTER DEFINITIONS AND COMMON TERMS AGREEMENT

        DATED 26 JUNE 2026

between

BNP PARIBAS S.A., DUBLIN BRANCH as Master Purchaser

TD SYNNEX IRELAND RECEIVABLES I DESIGNATED ACTIVITY COMPANY as Final Purchaser and Issuer

BNP PARIBAS

BANCO SANTANDER S.A.

CREDIT AGRICOLE CORPORATE & INVESTMENT BANK as Senior Notes Subscribers

BNP PARIBAS

as Lead Arranger

EACH ENTITY LISTED IN SCHEDULE 2

as a Seller, as a Servicer and as a Risk Retention Holder

TD SYNNEX UK ACQUISITION LIMITED

as Programme Servicer, Junior Notes Subscriber and PPN Holder

BNP PARIBAS, LONDON BRANCH

as Account Bank

CSC CAPITAL MARKETS (IRELAND) LIMITED

as Corporate Services Provider, Back-Up Cash Manager and Registrar

FIS CAPITAL MARKETS UK LIMITED

as Calculation Agent

TD SYNNEX UK ACQUISITION LIMITED

as Cash Manager

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Document

Certain information in this document has been omitted and replaced with “[*****]”. Such identified information has been omitted from this document because it is not material and is of the type that the registrant treats as private or confidential.

MASTER TRANSFER AND SERVICING AGREEMENT

DATED 26 JUNE 2026

between

BNP PARIBAS S.A., DUBLIN BRANCH as Master Purchaser

EACH ENTITY LISTED IN SCHEDULE 1

as Seller and as Servicer

TD SYNNEX UK ACQUISITION LIMITED

as Programme Servicer

TD SYNNEX UK ACQUISITION LIMITED

as Junior Notes Subscriber

CSC TRUSTEES LIMITED

as Security Trustee

and

TD SYNNEX CORPORATION

as Guarantor

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TABLE OF CONTENTS

CHAPTER I. GENERAL PROVISIONS    Page

CHAPTER I. GENERAL PROVISIONS    5

1.    DEFINITIONS    5

2.    [NOT USED]    6

3.    SEVERAL LIABILITY OF THE SELLERS    6

4.    PURPOSE    7

5.    DURATION OF THIS AGREEMENT    7

CHAPTER II. PROGRAMME SERVICER    8

6.    MANDATE OF THE PROGRAMME SERVICER    8

7.    DURATION AND TERMINATION OF THE APPOINTMENT OF THE PROGRAMME SERVICER    10

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