Browse EX-10 agreements

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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 Southport Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Southport Acquisition Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Representative”), and the undersigned parties listed under Holder on the signature pages hereto (together with 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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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.

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PROMISSORY NOTE

Principal Amount: Up to $300,000	Dated as of July 15, 2026 New York, New York

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**INVESTMENT MANAGEMENT TRUST AGREEMENT **

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2026 by and between Southport Acquisition Corp. II, 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. 333-298104) (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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Southport Acquisition Corp. II

8 Bolling Place

Greenwich, CT 06830

[_], 2026

Southport Acquisition Sponsor II LLC

8 Bolling Place

Greenwich, CT 06830

Re:	Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between Southport Acquisition Corp. II (the “Company”) and the Company’s sponsor, Southport Acquisition Sponsor II LLC (the “Service Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “***Ter

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INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2026, by and between Southport Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities 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 companies;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its Subsidiaries (as defined below) from certain liabilities;

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [   ], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Southport Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Southport Acquisition Sponsor II LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A Ordinary Share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and one-third of one redeemable warrant (a “Warrant”) to purchase Ordinary Share (a “Warrant Share”) to be governed by the Warrant Agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”). Each whole Warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share. The Purchaser has agreed to

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[   ], 2026

Southport Acquisition Corp. II

8 Bolling Place

Greenwich, CT 06830

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 among Southport Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative (the “Representative”, or “CCM”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each unit 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

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Southport Acquisition Corp. II

8 Bolling Place

Greenwich, CT 06830

July 15, 2026

Southport Acquisition Sponsor II LLC

8 Bolling Place

Greenwich, CT 06830

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	RE:	Securities Subscription Agreement

Ladies and Gentlemen:

Southport Acquisition Corp. II, a Cayman Islands exempted company limited by shares (the “Company”), is pleased to accept the offer of Southport Acquisition Sponsor II LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 7,666,667 Class B ordinary shares US$0.0001 par value per share of the Company (the “Shares”), (the “Class B Ordinary Shares”), up to 1,000,000 of which are subject to complete or partial forfeiture by you to the extent the underwriters of the Company’s initial public offering (“IPO”) of units do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectiv

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [ ] day of [ ], 2026, by and between Southport Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Subscriber”).

WHEREAS, the Company intends to consummate an initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit consisting of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”), of the Company, and one-third of one redeemable warrant (a “Public Warrant”) to be governed by the Warrant Agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”). Each whole Warrant entitles the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per Class A Ordinary Share;

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AMENDMENT NO. 1 AND EXTENSION TO CREDIT AGREEMENT

AMENDMENT NO. 1 AND EXTENSION TO CREDIT AGREEMENT, dated

as of August 24, 2026 (this “Agreement”), among The Boeing Company, a Delaware corporation

( “TBC”), for itself and on behalf of the other Borrowers, the Lenders party hereto and Citibank,

N.A., as administrative agent (the “Administrative Agent”), which shall amend that certain Five-

Year Credit Agreement, dated as of August 24, 2023 (as amended, supplemented or otherwise

modified prior to the date hereof, the “Existing Credit Agreement”, as amended hereby, the

“Amended Credit Agreement”), by and among TBC, the Lenders from time to time party thereto

and the Administrative Agent and the other parties thereto.

W I T N E S S E T H:

WHEREAS, TBC, the Lenders and the Administrative Agent are parties to the

Existing Credit Agreement;

WHEREAS, TBC has requested that (a) each Lender extend such Lender’s

Termination Date for an additional 365 days from August 24, 2028 (the “Existing Termination

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THE BOEING COMPANY

364-DAY

CREDIT AGREEMENT

among

THE BOEING COMPANY

for itself and on behalf of its Subsidiaries,

as a Borrower

THE LENDERS PARTY HERETO

CITIBANK, N.A.,

as Administrative Agent

JPMORGAN CHASE BANK, N.A.

as Syndication Agent

and

CITIBANK, N.A.

and

JPMORGAN CHASE BANK, N.A.,

as Joint Lead Arrangers and Joint Book Managers

dated as of August 24, 2026

i

TABLE OF CONTENTS

Article and SectionPage

ARTICLE 1

DEFINITIONS1

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AMENDMENT NO. 1 AND EXTENSION TO CREDIT AGREEMENT

AMENDMENT NO. 1 AND EXTENSION TO CREDIT AGREEMENT, dated

as of August 24, 2026 (this “Agreement”), among The Boeing Company, a Delaware corporation

( “TBC”), for itself and on behalf of the other Borrowers, the Lenders party hereto and Citibank,

N.A., as administrative agent (the “Administrative Agent”), which shall amend that certain Five-

Year Credit Agreement, dated as of May 15, 2024 (as amended, supplemented or otherwise

modified prior to the date hereof, the “Existing Credit Agreement”, as amended hereby, the

“Amended Credit Agreement”), by and among TBC, the Lenders from time to time party thereto

and the Administrative Agent and the other parties thereto.

W I T N E S S E T H:

WHEREAS, TBC, the Lenders and the Administrative Agent are parties to the

Existing Credit Agreement;

WHEREAS, TBC has requested that (a) each Lender extend such Lender’s

Termination Date for an additional 365 days from May 15, 2029 (the “Existing Termination

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