Browse EX-10 agreements

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.

PROMISSORY NOTE

Principal Amount: Up to $750,000Dated as of May 4, 2026

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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 Football Manager SPAC Inc., a Cayman Islands exempted company (the “Company”), League Capital LLC, a Delaware limited liability company (the “Sponsor”), D. Boral Capital LLC (the “Representative”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor 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, John I. Sanders, certain officers and directors of the Company and certain others own 7,392,858 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), up to 964,286 of which are subject to forfeiture by the Sponsor depending on the extent to which the Underwriter’s over-allotment option is exercised;

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FORM OF INDEMNITY AGREEMENT

**THIS INDEMNITY AGREEMENT **(this “Agreement”) is made as of *                           *, 2026 by and between Football Manager SPAC Inc., a Cayman Islands exempted company (the “Company”), and [    ] (“Indemnitee”).

RECITALS

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, persons who serve the Company and its direct and indirect subsidiaries (collectively, the “Company Group”) to the fullest extent permitted by applicable law;

WHEREAS, this Agreement is a supplement to and in furtherance of the Amended and Restated Memorandum and Articles of Association (the “Charter”) of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;

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Exhibit 10.11

PRIVATE UNIT SUBSCRIPTION AGREEMENT

[*    *], 2026

Football Manager SPAC Inc.

Via Borgonuovo 4

Milan 20121

Italy

Ladies and Gentlemen:

Football Manager SPAC Inc.. (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”), pursuant to a registration statement on Form S1 (File No. [   ]) (“Registration Statement”).

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FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026, by and between Football Manager SPAC Inc. (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. [●]) (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, $0.0001 par value per share (each, an “Ordinary Share”), and 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; and

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HARBOUR ISLAND ACQUISITION CORP. I

2875 South Ocean Boulevard

Palm Beach, FL 33480

July 21, 2026

Harbour Island Acquisition Sponsor LLC

2875 South Ocean Boulevard

Palm Beach, FL 33480

RE:	Amended and Restated Securities Subscription Agreement

Ladies and Gentlemen:

Reference is made to certain Securities Subscription Agreement dated April 28, 2026 (the “Original Subscription Agreement”), by and between Harbour Island Acquisition Corp. I, a Cayman Islands exempted company (the “Company”) and Harbour Island Acquisition Sponsor LLC, a Delaware limited liability company, (the “Subscriber” or “you”), pursuant to which the Subscriber subscribed for 5,750,000 Class B ordinary shares of the Company, $0.0001 par value per share (the “Class B Ordinary Shares”), up to 750,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of unit

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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 Harbour Island Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), Harbour Island Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Clear Street LLC, as the representative of the underwriters (the “Representative”), 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”).

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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	April 28, 2026

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**PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT **

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

WHEREAS

The Company intends to consummate an initial public offering of the Company’s units (the “IPO”), each unit consisting of one Class A Ordinary Share, par value $0.0001 per share, of the Company (each, a “Class A Ordinary Share”), and one-half of one redeemable warrant (a “Warrant”) to purchase a Class A 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”), as set forth in the Company’s registration statement on Form S-1, filed with the Securities and Exchange Commission (the “SEC”), Fil

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[●], 2026

Harbour Island Acquisition Corp. I

2875 South Ocean Boulevard

Palm Beach, FL 33480

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 Harbour Island Acquisition Corp. I, 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”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per whole shar

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HARBOUR ISLAND ACQUISITION CORP. I

2875 South Ocean Boulevard

Palm Beach, FL 33480

April 28, 2026

Harbour Island Acquisition Sponsor LLC

2875 South Ocean Boulevard

Palm Beach, FL 33480

RE:	Securities Subscription Agreement

Ladies and Gentlemen:

Harbour Island Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Harbour Island Acquisition Sponsor LLC, a Delaware limited liability company, (the “Subscriber” or “you”) has made to subscribe for 5,750,000 Class B ordinary shares of the Company (the “Shares”), $0.0001 par value per share (the “Class B Ordinary Shares”), up to 750,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“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, c

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HARBOUR ISLAND ACQUISITION CORP. I

****2875 South Ocean Boulevard

Palm Beach, FL 33480

[●], 2026

Re: Administrative Services Agreement

Ladies and Gentlemen:

This letter of agreement by and between Harbour Island Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and Harbour Island Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), 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 Global Market tier of The Nasdaq Stock Market (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 (a) the consummation by the Company of an initial business combination (as described in the Registration Statement, the “Business Combination”) and (b) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred t

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