Browse EX-10 agreements

Execution Copy

NOTE CONVERSION AGREEMENT

 

This Note Conversion Agreement (this “Agreement”) is made and entered into as of June 8, 2026, by and among Veea Inc., a Delaware corporation (the “Company”) and (ii) the undersigned investor named on the signature page hereto (“Investor”). The Company and the Investor are each sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used and not otherwise defined herein shall have the meanings given to those terms in the Convertible Note (as hereinafter defined).

 

WHEREAS, the Company and the Investor entered into that certain Note Purchase Agreement dated September 10, 2024 (the “Note Purchase Agreement”) pursuant to which the Company issued to the Investor an unsecured convertible note in the aggregate principal amount set forth underneath Investor’s name on the signature page hereto (the “Convertible Note” and collectively with the Note Purchase Agreement, the “Note Documents”);

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INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 9, 2026 by and between RMG ML Sports Holdings, 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. 333-293853) (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 right to receive one-eighth (1/8) of one Ordinary 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;

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REGISTRATION RIGHTS AGREEMENT

 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 9, 2026, is made and entered into by and among RMG ML Sports Holdings, a Cayman Islands exempted company (the “Company”), and RMG ML Sports Holdings Sponsor LLC, a Delaware limited liability company (the “Sponsor”) (the Sponsor 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 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 (the “Ordinary Shares”), of the Company, and one right to receive one-eighth (1/8) of one Ordinary Share upon the consummation of the Company’s initial business combination (a “Public Share Right”);

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

 

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of June 9, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between RMG ML Sports Holdings, a Cayman Islands exempted company (the “Company”), and RMG ML Sports Holdings 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 “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 right to receive one-eighth (1/8) of one Ordinary Share upon the consummation of the Company’s initial business combination. The Purchaser has agreed to purchase an aggregate of 210,000 private placement units (whether or not the over-allotment option in connection with the Public Offering is exercised in full) (the “Private Placement Units”), each Private Placement Unit comprised of one Ordinary Share (each, a “Private Placement Share”

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June 9, 2026

 

RMG ML Sports Holdings

930 Tahoe Blvd STE 802 PMB 45

Incline Village, NV 89451

 

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 RMG ML Sports Holdings, a Cayman Islands exempted company (the “Company”), and Santander US Capital Markets LLC, as the underwriter (the “Underwriter”), 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 comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one right to receive one eighth (1/8) of one Class A Ordinary Share upon the consummation of an initial business combination (each, a “Share Right”). The Units shall be sold in the Public Offering pursuant to the registration statemen

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PREPAID ADVANCE AGREEMENT

 

THIS PREPAID ADVANCE AGREEMENT (this “Agreement”) dated as of June 11, 2026 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and HYPERSCALE DATA, INC., a Delaware corporation (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

 

WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Investor shall advance to the Company an aggregate amount of up to $15,958,000, which shall be advanced on or about the date of this Agreement (the “Closing”), and which may be converted, at the option of the Investor, into shares of the Company’s Class A common stock, par value $0.001 per share (the “Common Shares”); and

 

WHEREAS, the Common Shares are listed for trading on the NYSE American under the symbol “GPUS”; and

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DEBT SETTLEMENT AND MUTUAL RELEASE

 

Dated as of June 11, 2026

 

This Debt Settlement and Mutual Release Agreement (the “Agreement”) is entered into as of the date first set forth above (the “Effective Date”), by and between (i) Bit Origin Ltd, a Cayman Islands company (the “Company”) and (ii) Jinghai Jiang, the Chief Executive Officer, Chief Operating Officer, Chairman of the Board and Director of the Company (the “CEO”). Each of the Company and the CEO may be referred to herein individually as a “Party” and collectively as the “Parties.”

 

WHEREAS, the CEO is an officer and director of the Company and is entitled to receive $100,000 as compensation for his service rendered during the fiscal years of 2026 and 2025 pursuant to a certain employment agreement dated April 10, 2024, attached hereto as Exhibit A (the “Debt”);

 

WHEREAS, the Parties now wish to settle the Debt subject to the terms and conditions as set forth herein; and

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ELONG POWER HOLDING LIMITED

EMPLOYMENT AGREEMENT

 

This Employment Agreement (this “Agreement”) is made and entered into as of June 11, 2026 (the “Effective Time”), by and between Yue Liu (the “Employee”) and Elong Power Holding Limited, a Cayman Islands exempted company (the “Company”).

 

WHEREAS, the Employee is currently employed as the vice general manager of the Company; and

 

WHEREAS, the Company desires to employ the Employee subject to the terms and conditions set forth herein, and the Employee desires to accept employment on such terms and conditions, following the completion of the Merger.

 

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties hereto hereby agree as follows:

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Document

Acadian Asset Management Inc.

2026 Equity Incentive Plan

Effective June 11, 2026

Table of Contents

Page

1. Purpose

1

2. Definitions

1

3. Term of the Plan

3

4. Stock Subject to the Plan

4

5. Administration

5

6. Authorization of Grants

5

7. Specific Terms of Awards

6

8. Adjustment Provisions

10

9. Change of Control

12

10. Settlement of Awards

12

11. Reservation of Stock

14

12. Claw-back Policy

14

13. Limitation of Rights in Stock; No Special Employment Rights

15

14. Unfunded Status of Plan

15

15. Nonexclusivity of the Plan

15

16. No Guarantee of Tax Consequences

15

17. Termination and Amendment of the Plan

15

18. Notices and Other Communications

16

19. Governing Law

17

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ACADIAN ASSET MANAGEMENT INC.

2026 Equity Incentive Plan

1.Purpose

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[DEALER]

[_____], 2026

 

To:

Ciena Corporation 7035 Ridge Road

Hanover, MD 21076

Attention: The Treasury Department

Telephone No.: 410-694-5700

Email: List.Treasury@ciena.com

 

Re:

[Base][Additional] Call Option Transaction

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [_____] (“Dealer”) andCiena Corporation (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation, together with the Agreement, evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

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[DEALER]

 

  

  

[_____], 2026

 

To:

Ciena Corporation

7035 Ridge Road

Hanover, MD 21076

 

Attention:

   The Treasury Department

 

Telephone

No.:  410-694-5700

 

Email:     

List.Treasury@ciena.com

 

Re:

[Base][Additional] Warrants

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Ciena Corporation (“Company”) to [_____] (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Company and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

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Execution Version

REFINANCING AMENDMENT

TO CREDIT AGREEMENT

REFINANCING AMENDMENT TO CREDIT AGREEMENT, dated as of June 11, 2026 (this “Amendment”), by and among Ciena Corporation, a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, the 2026 Refinancing Revolving Lenders (as defined below), the L/C Issuers, the Swing Line Lender and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

RECITALS:

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