Browse EX-10 agreements

REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT

THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2026, is made and entered into by and among Leader’s Advantage Acquisition Corp., a Cayman Islands exempted company (the “Company”), Leader’s Advantage Company, LLC, a Delaware limited liability company (the “Sponsor”), 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 6.2 of this Agreement, a “Holder” and collectively the “Holders”).

RECITALS

WHEREAS, the Sponsor currently owns 4,312,500 Class B ordinary shares of the Company, par value $0.0001 per share (the “Class B Ordinary Shares”), and the other Holders currently own an aggregate of zero (0) Class B Ordinary Shares, which were received from the Sponsor;

…

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [ ], 2026, is entered into by and between Leader’s Advantage Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Leader’s Advantage Company, LLC, a Delaware limited liability company (the “Purchaser”).

…

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [   ], 2026 by and between Leader’s Advantage Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Odyssey Transfer & Trust Company, a New York corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1, (File No. 333-296772) (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-half 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;

…

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between Hall Chadwick 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. 333-295214) (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 US$0.0001 per share (the “Ordinary Shares”), and one half warrant. Each whole warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per full share upon the consummation of the Company’s initial business combination (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;

…

Exhibit 10.4(b)

FORM OF

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of _____, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Hall Chadwick Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“Cohen”) (the “Purchaser”).

…

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and between Hall Chadwick Acquisition Corp II, a Cayman Islands exempted company (the “Company”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Representative”), Representative and Hall Chadwick II LLC, a Cayman Islands limited liability company (the “Sponsor”). (The Sponsor and the Representative 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

WHEREAS, the Company has 10,500,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued and outstanding, up to 1,225,000 of which will be surrendered to the Company for no consideration depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option.

…

[●], 2026

Hall Chadwick Acquisition Corp II

CO Ascentium (Cayman) Limited,

P.O. Box 10240,

Grand Cayman KY1-1002, Cayman Islands.

	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 Hall Chadwick 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”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 30,000,000 of the Company’s units (including up to 3,500,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value US$0.0001 per share, of the Company (the “Class A Ordinary Shares”) and o

…

Exhibit 10.4(a)

FORM OF

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

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

…

** **

Exhibit 10.4

** **

REGISTRATION RIGHTS AGREEMENT

THISREGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [  ], 2026, is made and entered into by and among Crestone Strategic Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Crestone Strategic Capital Limited, a British Virgin Islands business company (the “Sponsor”), and each of the undersigned parties listed on the signature page hereto under “Holders” (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 Company has 3,354,167 ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued and outstanding;

WHEREAS, 437,500 Founder Shares are subject to forfeiture by Holders to the extent that the underwriters’ over-allotment option is not exercised in full or only in part;

…

LETTER AGREEMENT

[   ], 2026

Crestone Strategic Capital Acquisition Corporation

211 East 43rd Street, FL 7-100

New York, NY 10017

	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 Crestone Strategic Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Polaris Advisory Partners LLC as representative of the several underwriters (the “Representative”), relating to an underwritten initial public offering (the “Public Offering”), of up to 8,625,000 of the Company’s ordinary shares, par value $0.0001 per share (including up to 1,125,000 shares that may be purchased to cover over-allotments, if any) (the “Ordinary Shares”).

…

** **

Private Placement Shares Purchase Agreement

[_], 2026

Crestone Strategic Capital Acquisition Corporation

211 East 43rd Street, FL 7-100

New York, NY 10017

Ladies and Gentlemen:

Crestone Strategic Capital Acquisition Corporation (the “Company”), a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (the “Securities Act”), in connection with its initial public offering (“IPO”), pursuant to a registration statement on Form S-1 (the “Registration Statement”). The undersigned party hereby commits that it will purchase 351,750 shares of the Company (“Private Placement Shares”) for a purchase price of $3,517,500 (the “Private Placement Share Purchase Price”).

…

**Execution Version **

CREDIT AGREEMENT

DATED AS OF JULY 31, 2026

AMONG

LYNTRIS INC.,

AS BORROWER,

CITIBANK, N.A.,

AS ADMINISTRATIVE AGENT, COLLATERAL AGENT AND AN L/C ISSUER,

THE OTHER LENDERS AND L/C ISSUERS PARTY HERETO

CITIBANK, N.A.,

AS SOLE LEAD ARRANGER AND SOLE BOOKRUNNER

---

***TABLE OF CONTENTS ***

| | | | | | | | | ---------------------------------------------------------------- | - | ------------------------------------------------------------------------------ | : | :---: | -----: | ----- | | | | | | | | | | | | | | Page | | |

…