Browse EX-10 agreements

JOINDER TO LOCK-UP AGREEMENT

June 5, 2026

 

Reference is made to the Lock-Up Agreement, dated as of December 31, 2024, by and among Rain Enhancement Technologies Holdco, Inc. (the “Company”), Coliseum Acquisition Corp., and the Securityholders (as defined therein) from time to time party thereto (as may be amended from time to time, the “Lock-Up Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Lock-Up Agreement.

 

On or about the date hereof, RHY Management LLC (the “Creditor”) entered into an Agreement to Convert Debt to Equity (the “Conversion Agreement”), pursuant to which the Creditor and the Company agreed to convert an aggregate of $4,000,000 of outstanding debt owed by the Company to the Creditor into an aggregate of 1,612,903 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Conversion Shares”), and in connection therewith the Creditor agreed to subject the Conversion Shares to the Lock-Up Agreement.

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Exhibit 10.1

FY27 Special Incentive Program Cash Award

2023 Stock Incentive Plan

DELL TECHNOLOGIES INC.

Special Incentive Program Cash Award Agreement

Dell Technologies Inc., a Delaware corporation (the “Company”), is pleased to grant you a cash incentive award denominated in United States dollars (this “Award”), subject to the terms and conditions described below. The amount of this Award that may become payable to you is stated in your FY27 Special Incentive Program Statement and FY27 annual pay statement (together, “Grant Summary”). As a material inducement to the Company to grant you this Award, you agree to the following terms and conditions and you agree that this Award will be subject to the terms and conditions of the Dell Technologies Inc. 2023 Stock Incentive Plan (as amended, modified or restated from time to time, the “Plan”). You agree that you are not otherwise entitled to this Award, that the Company is providing you this Award in consideration for your promises and agreements below, and that the Company would not grant you this Award absent those promis

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Exhibit 10.2

GEP PRSU Agreement 2023 Stock Incentive Plan

DELL TECHNOLOGIES INC.

Growth Equity Program Performance-Based Restricted Stock Unit Agreement

Dell Technologies Inc., a Delaware corporation (the “Company”), is pleased to grant you an Other Stock-Based Award in the form of “restricted stock units” representing the right to receive shares of the Company’s Class C Common Stock (the “Shares”), subject to the terms and conditions described below. The number of restricted stock units that are awarded to you (the “Units”) is stated on the Company’s stock plan administrator’s online website (the “Grant Summary”). Each Unit represents the right to receive one Share. In connection with the Units, the Company is also granting you an Other Stock-Based Award in the form of the right to receive a credit, payable in cash (without interest), equal to the value of each regular cash dividend that would have been paid on each Share underlying the Units if such Share had been issued to and held by you on the record date for such regular cash dividend (the “Dividend Equivalent Rig

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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 Texas Ventures Acquisition IV Corp, a Cayman Islands exempted company (the “Company”), and TXV Partners IV, 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-half of one redeemable warrant. 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 purchase an aggregate of 3,775,000 warrants (including in the event that the over-allotment option in connection with the Public Offering is exercised in full) (the “Private Placement Warrants”), each Private Placement Warrant entitling the hol

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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 Texas Ventures Acquisition IV Corp, a Cayman Islands exempted company (the “Company”), TXV Partners IV, LLC, a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC ( the “Representative”),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 5,750,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued and outstanding, up to 750,000 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;

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INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between Texas Ventures Acquisition IV Corp, 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, as amended (File No. 333-292010) (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;

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

 

This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the [●] day of [●], 2025, by and between Texas Ventures Acquisition IV Corp, a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Subscriber”).

 

WHEREAS, the Company desires to sell to the Subscriber on a private placement basis (the “Offering”) an aggregate of 1,875,000 warrants (or 2,325,000 private placement warrants if the underwriters’ over-allotment option is exercised in full) (each, a “Placement Warrant” and, collectively, the “Placement Warrants”) of the Company, for a purchase price of $1.00 per Placement Warrant, as detailed on Schedule A. The Class A Ordinary Shares (as defined below) underlying the Warrants are hereinafter referred to as the “Warrant Shares.” The Placement Warrants and Warrant Shares, collectively, are hereinafter referred to as the “Securities.” Each whole Placement Warrant is exercisable to pur

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[    ], 2026

 

Texas Ventures Acquisition IV Corp

5090 Richmond Ave, Suite 319

Houston, Texas 77056

 

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 Texas Ventures Acquisition IV Corp, 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 15,000,000 of the Company’s units (including up to 2,250,000 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

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TEXAS VENTURES ACQUISITION IV CORP

5090 Richmond Ave, Suite 319

Houston, Texas 77056

 

[   ], 2026

 

TXV Partners IV, LLC

5090 Richmond Ave, Suite 319

Houston, Texas 77056

 

Re:

Administrative Services Agreement

 

Ladies and Gentlemen:

 

This letter agreement by and between Texas Ventures Acquisition IV Corp (the “Company”) and TXV Partners IV, LLC (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 Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1, as amended, 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 “Termination Date”):

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March 13, 2026

Andrew J. McLean

c/o Lands’ End, Inc.

5 Lands’ End Lane

Dodgeville, WI 53595

 

Re: Success Bonus

Dear Andrew:

As you know, in March 2025 Lands’ End, Inc. (the “Company”) announced that it was exploring strategic alternatives, including a sale, merger or similar transaction involving the Company, to maximize shareholder value. That process culminated with the announcement on January 26, 2026 of the transaction with WHP Global (the “Transaction”).

In recognition of your efforts toward completing the Transaction, and because retention of key employees of the Company is an essential consideration for us following this process, we are providing you with the opportunity to earn the payments described in this letter (this “Letter”), in the total amount of $2,200,000.

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March 13, 2026

Bernard McCracken

c/o Lands’ End, Inc.

5 Lands’ End Lane

Dodgeville, WI 53595

 

Re: Success Bonus

Dear Bernie:

As you know, in March 2025 Lands’ End, Inc. (the “Company”) announced that it was exploring strategic alternatives, including a sale, merger or similar transaction involving the Company, to maximize shareholder value. That process culminated with the announcement on January 26, 2026 of the transaction with WHP Global (the “Transaction”).

In recognition of your efforts toward completing the Transaction, and because retention of key employees of the Company is an essential consideration for us following this process, we are providing you with the opportunity to earn the payments described in this letter (this “Letter”), in the total amount of $787,500.

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March 13, 2026

Peter L. Gray

c/o Lands’ End, Inc.

5 Lands’ End Lane

Dodgeville, WI 53595

 

Re: Success Bonus

Dear Peter:

As you know, in March 2025 Lands’ End, Inc. (the “Company”) announced that it was exploring strategic alternatives, including a sale, merger or similar transaction involving the Company, to maximize shareholder value. That process culminated with the announcement on January 26, 2026 of the transaction with WHP Global (the “Transaction”).

In recognition of your efforts toward completing the Transaction, and because retention of key employees of the Company is an essential consideration for us following this process, we are providing you with the opportunity to earn the payments described in this letter (this “Letter”), in the total amount of $1,042,875.

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