Browse EX-10 agreements

INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of _______, 2026 by and between Viking 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-[__]) (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 (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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VIKING ACQUISITION CORP. II

900 Third Avenue, 18th Floor

New York, NY 10022

 

[__], 2026

 

KingsRock Advisors, LLC

900 Third Avenue, 18th Floor

New York, NY 10022

 

Re:

Administrative Support and Indemnification Agreement

 

Ladies and Gentlemen:

 

This letter agreement by and between Viking Acquisition Corp. II (the “Company”) and KingsRock Advisors, LLC (the “Services 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 “Termination Date”):

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, 2026

 

Viking Acquisition Corp. II

900 Third Avenue, 18th Floor,

New York, NY 10022

 

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 Viking Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a Division of Cohen and 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 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-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Sha

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Viking Acquisition Corp. II

900 Third Avenue, 18th Floor

New York, NY 10022

 

May 29, 2026

 

Viking Acquisition Sponsor II, LLC

900 Third Avenue, 18th Floor

New York, NY 10022

 

RE: Subscription Agreement for Founder Shares

 

Ladies and Gentlemen:

 

This agreement (this “Agreement”) is entered into on the date first written above, by and between Viking Acquisition Sponsor II, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Viking Acquisition Corp. II, a Cayman Islands exempted company with registration number 431997 (the “Company”).

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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.

PROMISSORY NOTE

 

May 28, 2026

 

Principal Amount: $100,000

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NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

 

 

Principal Amount: $268,888.89

Issue Date: April 8, 2026

Actual Amount of Purchase Price: $242,000.00

 

PROMISSORY NOTE

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SECURITIES PURCHASE AGREEMENT

 

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 8, 2026, by and between CARDIFF LEXINGTON CORPORATION, a Nevada corporation, with headquarters located at 710 East Main Street, Lexington, KY 40502 (the “Company”), and Auctus Fund, LLC, a Delaware limited liability company, with its address at 535 Boylston Street, 3rd Floor, Boston, MA 02116 (the “Buyer”).

 

WHEREAS:

 

A.    The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act;

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E****xhibit 10.22

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 10, 2026, is by and between Lucid Capital Markets, LLC, a New York limited liability company (the “Investor”), and Swarmer, Inc, a Delaware corporation (the “Company”).

RECITALS

A.The Company and the Investor have entered into that certain Common Stock Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), pursuant to which the Company may issue, from time to time, to the Investor up to the lesser of (i) 3,000,000 newly issued shares of the Company’s common stock, par value $0.00001 per share (“Common Stock”), and (ii) in the event of a transaction in which the Average Price (as defined in the Purchase Agreement) is less than the Base Price (as defined in the Purchase Agreement), the Exchange Cap (to the extent applicable under Section 3.4 of the Purchase Agreement), as provided for therein.

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COMMON STOCK PURCHASE AGREEMENT

Dated as of June 10, 2026

by and between

SWARMER, INC

and

LUCID CAPITAL MARKETS, LLC

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Table of Contents

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Page

Article I DEFINITIONS

1

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Article II PURCHASE AND SALE OF COMMON STOCK

2

Section 2.1.

Purchase and Sale of Stock

2

Section 2.2.

Closing Date; Settlement Dates

2

Section 2.3.

Initial Public Announcements and Required Filings

2

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Article III PURCHASE TERMS

3

Section 3.1.

VWAP Purchases

3

Section 3.2.

Intraday VWAP Purchases

4

Section 3.3.

Settlement

5

Section 3.4.

Compliance with Rules of Trading Market.

6

Section 3.5.

Beneficial Ownership Limitation

7

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Article IV REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR

7

Section 4.1.

Organization and Standing of the Investor

7

Section 4.2.

Authorization and Power

7

Section 4.3.

No Conflicts

8

Section 4.4.

Investment Purpose

8

Section 4.5.

Accredited Investor Status

8

Section 4.6.

Reliance on Exemptions

8

Section 4.7.

Information

9

Section 4.8.

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AMERICAN VENTURES ACQUISITION CORP. I

110 Front Street, Suite 300

Jupiter, Florida 33477

 

January 26, 2026

 

American Ventures Sponsor I LLC

110 Front Street, Suite 300

Jupiter, Florida 33477

 

Ladies and Gentlemen:

 

American Ventures Acquisition Corp. I, a Florida corporation (the “Company”), is pleased to accept the offer American Ventures Sponsor I LLC, a Florida limited liability company (the “Subscriber”) has made to subscribe for 23,000,000 shares of the Company’s Class B common stock (the “Founder Shares”), $0.0001 par value per share (the “Class B Common Stock”), up to 3,000,000 of which are subject to complete or partial forfeiture if the underwriters of the Company’s proposed initial public offering (“IPO”) pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Common Stock” are to, collectively, th

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THIS AMENDED AND RESTATED PROMISSORY NOTE (THIS “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.

 

AMENDED AND RESTATED PROMISSORY NOTE

 

Principal Amount: Up to U.S.$300,000.00

Dated as of April 13, 2026

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THIS PROMISSORY NOTE (THIS “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 U.S.$300,000.00

Dated as of January 26, 2026

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