Browse EX-10 agreements

MANAGER AGREEMENT

THIS MANAGER AGREEMENT (the “Agreement”) is made as of January 31, 2024, by and between PM Holdings, LLC, a Delaware limited liability company (the “Company”), and William Bloom (“Manager”).

BACKGROUND

WHEREAS, the Company desires and has requested that Manager serve as a member of the board of managers (the “Board”) of the Company;

WHEREAS, the Company and Manager are entering into this Agreement to induce the Manager to serve in the capacity set forth above and to set forth certain understandings between the parties;

WHEREAS, the Company was formed as a Delaware limited liability company under the Delaware Limited Liability Company Act (6 Del. C. Section 18-101, etseq., as amended from time to time) pursuant to the filing of the Certificate of Formation on October 6, 2023;

WHEREAS, WM Pierce Holdings, Inc., a Delaware corporation (the “WTM Member”), as the sole member of the Company, executed a limited liability company agreement effective as of October 6, 2023;

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CERTAIN OF THE SCHEDULES AND ATTACHMENTS TO THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO REGULATION S-K, ITEM 601(A)(5). THE REGISTRANT HEREBY UNDERTAKES TO PROVIDE FURTHER INFORMATION REGARDING SUCH OMITTED MATERIALS TO THE COMMISSION UPON REQUEST.

Miramar Holdco, LLC

May 7, 2026

Mark Anquillare

via e-mail

							Re:	Board of Managers of Miramar Holdco, LLC

Dear Mark:

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CERTAIN OF THE SCHEDULES AND ATTACHMENTS TO THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO REGULATION S-K, ITEM 601(A)(5). THE REGISTRANT HEREBY UNDERTAKES TO PROVIDE FURTHER INFORMATION REGARDING SUCH OMITTED MATERIALS TO THE COMMISSION UPON REQUEST.

IN ACCORDANCE WITH ITEM 601(A)(6) OF REGULATION S-K, CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT CONTAINS PERSONALLY IDENTIFIABLE INFORMATION. [###] INDICATES THAT INFORMATION HAS BEEN REDACTED

CLASS B UNIT AWARD AGREEMENT

This CLASS B UNIT AWARD AGREEMENT (this “Agreement”), dated as of [ ò ] (the “Grant Date”), is entered into among Miramar Management Aggregator, LLC, a Delaware limited liability company (the “Company”), Miramar Holdco, LLC, a Delaware limited liability company (“Holdco”) and the individual named on the signature page hereto as “Participant” (the “Participant”). Capitalized terms used but not defined herein shall have the meaning set forth in the Company LLC Agreement (as defined below).

W I T N E S S E T H:

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September 18, 2020

Taylor Mobley

Chicago, Illinois

Dear Taylor:

Bamboo Ide8 Insurance Services (hereafter referred to as “Bamboo” or “the Company”), is pleased to offer you an exempt employment position as Chief Financial Officer reporting to the CEO.

Should you accept our offer, Bamboo will pay you $200,000 on an annualized basis for your services, less deductions required by law, in accordance with our normal payroll practices. You will be paid by Bamboo on a semi-monthly basis, on the 15thand the last day of the month. Bamboo will supply you with instructions for submitting any necessary information for payroll.

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AMENDED AND RESTATED SURPLUS NOTE

ANY PERSON ACQUIRING THIS NOTE AS A TRANSFEREE OF THE ORIGINAL REGISTERED HOLDER OF THIS NOTE OR ANY SUBSEQUENT REGISTERED HOLDER OF THIS NOTE IS DEEMED TO MAKE A REPRESENTATION TO THE ISSUER AND THE FISCAL AGENT AS SET FORTH IN PARAGRAPH 9 OF THE REVERSE SIDE OF THIS NOTE.

ALL PAYMENTS OF PRINCIPAL AND INTEREST ON THIS NOTE MAY ONLY BE MADE WITH THE PRIOR APPROVAL OF THE ARIZONA DEPARTMENT OF INSURANCE AND FINANCIAL INSTITUTIONS OR ANY SUCCESSOR THERETO.

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IDE8 RE CELL 1, INC.

Amended and Restated 9% Surplus Note scheduled to mature on March 9,

2029

No. 1								$8,500,000

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CERTAIN OF THE SCHEDULES AND ATTACHMENTS TO THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO REGULATION S-K, ITEM 601(A)(5). THE REGISTRANT HEREBY UNDERTAKES TO PROVIDE FURTHER INFORMATION REGARDING SUCH OMITTED MATERIALS TO THE COMMISSION UPON REQUEST.

IN ACCORDANCE WITH ITEM 601(A)(6) OF REGULATION S-K, CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT CONTAINS PERSONALLY IDENTIFIABLE INFORMATION. [###] INDICATES THAT INFORMATION HAS BEEN REDACTED

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”), dated as of October 2, 2025, is by and among John Chu (the “Executive”) and BAMBOO IDE8 INSURANCE SERVICES, LLC, an Arizona limited liability company (the “Company”).

WITNESSETH:

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CERTAIN OF THE SCHEDULES AND ATTACHMENTS TO THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO REGULATION S-K, ITEM 601(A)(5). THE REGISTRANT HEREBY UNDERTAKES TO PROVIDE FURTHER INFORMATION REGARDING SUCH OMITTED MATERIALS TO THE COMMISSION UPON REQUEST.

IN ACCORDANCE WITH ITEM 601(A)(6) OF REGULATION S-K, CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT CONTAINS PERSONALLY IDENTIFIABLE INFORMATION. [###] INDICATES THAT INFORMATION HAS BEEN REDACTED

CREDIT AGREEMENT

dated as of December 5, 2025,

among

MIRAMAR INTERMEDIATE, LLC,

as Holdings,

MIRAMAR DEBT MERGER SUB, LLC,

and immediately upon the consummation of the Closing Date Merger,

BAMBOO IDE8 INSURANCE SERVICES, LLC,

as the Borrower,

the LENDERS party hereto

and

ACQUIOM AGENCY SERVICES LLC,

as Administrative Agent

_________________________

DEUTSCHE BANK AG NEW YORK BRANCH

and

APOGEM CAPITAL LLC,

as Lead Arrangers and Bookrunners

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IN ACCORDANCE WITH ITEM 601(A)(6) OF REGULATION S-K, CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT CONTAINS PERSONALLY IDENTIFIABLE INFORMATION. [###] INDICATES THAT INFORMATION HAS BEEN REDACTED

May 21, 2024

Timothy Tuller

[###]

[###]

Dear Tim:

Bamboo Ide8 Insurance Services (hereafter referred to as “Bamboo” or “the Company”), is pleased to offer you an exempt employment position as Chief Financial Officer reporting to the CEO. This position is primarily in remote, but will require monthly travel to meet with executives and other team members.

Should you accept our offer, Bamboo will pay you $300,000 on an annualized basis for your services, less deductions required by law, in accordance with our normal payroll practices. You will be paid by Bamboo on a semi-monthly basis, on the 15thand the last day of the month. Bamboo will supply you with instructions for submitting any necessary information for payroll.

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SECOND AMENDMENT

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TO

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SHARONAI HOLDINGS INC.

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2025 OMNIBUS EQUITY INCENTIVE PLAN

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This SECOND AMENDMENT TO SHARONAI HOLDINGS INC. 2025 OMNIBUS EQUITY INCENTIVE PLAN (this “Amendment”) of the SharonAI Holdings Inc. 2025 Omnibus Equity Incentive Plan (the “Plan”) is made as of the 27th day of August, 2026, by the Board of Directors (the “Board”) of SharonAI Holdings Inc., a Delaware corporation (the “Company”), pursuant to Section 12 of the Plan. All terms used by not defined herein shall have the meaning set forth in the Plan.

RECITALS

WHEREAS, the Board may amend, alter or terminate the Plan pursuant to Section 12 of the Plan, provided that no such action shall materially and adversely affect any Award outstanding at the time of such amendment without such Participant’s consent (the “Amendment Conditions”); and

WHEREAS, this Amendment satisfies the Amendment Conditions.

AGREEMENT

NOW, THEREFORE, as of the Effective Date, the Plan is hereby amended as follows:

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SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

This SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment”), is dated and entered into as of August 28, 2026, among CCF OPCO LLC, a Delaware limited liability company (“Borrower”), the Lenders party hereto, and THE HUNTINGTON NATIONAL BANK, SUCCESSOR BY MERGER TO VERITEX COMMUNITY BANK, as Administrative Agent (“Administrative Agent”). Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Loan Agreement (defined below).

RECITALS

WHEREAS, reference is hereby made to that certain Second Amended and Restated Revolving Credit Agreement dated as of December 29, 2023 (as may be amended, restated, modified and/or supplemented from time to time, the “Loan Agreement”), among the Borrower, the Lenders from time to time party thereto, the Subsidiary Guarantors party thereto, the Administrative Agent and Class B Agent;

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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 Southport Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Southport Acquisition Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Representative”), and the undersigned parties listed under Holder on the signature pages hereto (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

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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	Dated as of July 15, 2026 New York, New York

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