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Browse EX-10 agreements

18,005 total material contract exhibits.


THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS SAFE AND UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.

SUNPOWER INC.

**SAFE **

(Simple Agreement for Future Equity)

THIS CERTIFIES THAT in exchange for the payment by the Rodgers Massey Revocable Living Trust dtd 4/4/11 (the “Investor”) of $2,000,000 (the “Purchase Amount”) on August 24, 2026, and SUNPOWER INC., a Delaware corporation (the “Company”), issues to the Investor the right to certain purchase Equity Securities of the Company, subject to the terms described below. See Section 2 for certain defined terms.

1. Events

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EX-10.1·8-K·CIK 1838987·ACC 0001213900-26-095088·Filed Aug 28, 2026, 16:30 ET

EXHIBIT 10.1

Rainier Acquisition Corp

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 26, 2026 by and between Rainier Acquisition Corporation, 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. 333-298076 (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units, each such public unit comprised of one Class A ordinary share, par value $0.0001 per share (“Ordinary Shares”) and one-quarter of a redeemable warrant to purchase one Class A 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; and

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EX-10.1·8-K·CIK 2147219·ACC 0001104659-26-103228·Filed Aug 28, 2026, 16:30 ET

EXHIBIT 10.2

Rainier Acquisition Corp

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 26, 2026, is made and entered into by and among Rainier Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Ravenna 7 LLC, a Delaware limited liability company (the “Sponsor”), and each of the undersigned parties listed on the signature page (each such party, 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 Sponsor and directors of the Company (the “Initial Holders”) currently own an aggregate of 2,156,250 shares of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”);

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EX-10.2·8-K·CIK 2147219·ACC 0001104659-26-103228·Filed Aug 28, 2026, 16:30 ET

EXHIBIT 10.5

Rainier Acquisition Corp

August 26, 2026

Rainier Acquisition Corporation

1 Penn Plaza, 48th Floor

New York, NY 10119

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 Rainier Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and Chardan Capital Markets LLC, as representative (the “Representative”) of the underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 7,500,000 units of the Company (plus an additional 1,125,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units pursuant to the terms of the Underwriting Agreement), each such unit comprised of one Class A ordinary shares, par value $0.0001 per share (“Ordinary Shares”) and one-quarter of a redeemable warrant to purchase one Ordinary Share as provided for by the warrant agreement (the “***Warran

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EX-10.5·8-K·CIK 2147219·ACC 0001104659-26-103228·Filed Aug 28, 2026, 16:30 ET

EXHIBIT 10.3

Rainier Acquisition Corp

PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of August 26, 2026, is entered into by and between Rainier Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Ravenna 7 LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of the Company’s units (the “Public Units”), each such Public Unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share and one-quarter of one redeemable warrant to purchase one Class A ordinary share to be governed by the Warrant Agreement to be entered into with Continental Stock Transfer & Trust Company in connection with the consummation of the Public Offering (the “Warrant Agreement”), as set forth in the Company’s Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission (the

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EX-10.3·8-K·CIK 2147219·ACC 0001104659-26-103228·Filed Aug 28, 2026, 16:30 ET

EXHIBIT 10.1

ANAVEX LIFE SCIENCES CORP.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

**THIS AGREEMENT, **dated May 4, 2026 with an effective date of May 4, 2026 (the “Agreement”), is by and between Anavex Life Sciences Corp. (the “Company” or “Anavex”), and Terrie Kellmeyer, PhD (the “Employee”). The Company and the Employee are referred to each individually as a “Party” and collectively as the “Parties.”

RECITALS

** **

WHEREAS, the Parties executed that certain employment agreement dated September 13, 2023 and effective October 1, 2023 (the “Original Agreement”); and

WHEREAS, the Parties desire to amend and restate the Original Agreement as described below;

WHEREAS, the Company desires to employ and retain the Employee in order to advance the business and interests of the Company on the terms and conditions set forth herein; and

WHEREAS, the Employee wishes to be employed by the Company and desires to provide her services to the Company in such capacities, on and subject to the terms and conditions hereof; and

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EX-10.1·10-Q·CIK 1314052·ACC 0001731122-26-001167·Filed Aug 28, 2026, 16:28 ET

EX-10.3

Bitwise NEAR ETF

MARKETING AGENT AGREEMENT

THIS AGREEMENT is made and entered into as of February 2, 2026, and is effective as of December 31, 2025 (the “Effective Date”). This Agreement is by and between Bitwise Investment Advisers, LLC, a Delaware limited liability company in its capacity as sponsor to certain exchange-traded products (the “Sponsor”), for and on behalf of each applicable entity identified in Exhibit B hereto, severally and not jointly (each, a “Trust”) and Foreside Fund Services, LLC, a Delaware limited liability company (“ACA Foreside”).

WHEREAS, the Trust is a statutory trust organized under the laws of the State of Delaware;

WHEREAS, the Trust filed with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement for the Trust under the Securities Act of 1933, as amended (the “1933 Act”);

WHEREAS, the Trust intends to create and redeem shares of beneficial interest in the Trust (the “Shares”) only in creation unit aggregations (“Creation Unit”) on a continuous basis, and list the Shares on one or more national securities exchanges;

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EX-10.3·S-1/A·CIK 2067111·ACC 0001193125-26-374507·Filed Aug 28, 2026, 16:24 ET

EX-10.15

Bitwise NEAR ETF

AMENDMENT TO FINANCIAL PRODUCTS LICENSE AGREEMENT

This Amendment is entered into as of July 31st, 2026, by and between CF Benchmarks Ltd(“Licensor”), Bitwise Investment Advisers, LLC, (“BIA”) and Bitwise Investment Manager LLC, (“BIM” and together with BIA each a “Licensee”).

The Licensor and BIM entered into a Financial Product License Agreement on July 12th, 2023, as amended by the Variation Agreement on May 1st, 2024, October 27th, 2025, and October 29th, 2025 (the “Original Agreement”).

The Licensor and BIM, through this amendment agreement (the “Amendment Agreement”), wish to amend the Original Agreement by adding BIA as a third counterparty and by incorporating the changes set out below.

The amendments and additions contained herein shall have effect from July 10th, 2026 onwards, and shall supersede where applicable those contained in the Original Agreement

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EX-10.15·S-1/A·CIK 2067111·ACC 0001193125-26-374507·Filed Aug 28, 2026, 16:24 ET

EX-10.8

Bitwise NEAR ETF

AMENDMENT #2 TO THE COINBASE PRIME – EXCHANGE-TRADED PRODUCT (ETP) STAKING ADDENDUM

This Amendment #2 (this “Amendment”) dated as of August 27, 2026 (the “Effective Date”), to the Exchange-Traded Product (ETP) Staking Addendum, dated October 8, 2025, addendum to the Coinbase Custody Services Agreement dated July 29, 2023 as amended and restated from time to time (the “Original Addendum”), by and between Coinbase, Inc. (“Coinbase”), as agent for itself and for the Coinbase Entities and Bitwise Investment Advisers, LLC in its capacity as sponsor of the Funds (“Client”). Each Coinbase Entity and each Client may be individually referred to as a “Party” and collectively, the “Parties”.

WHEREAS, the Parties desire to amend the Original Addendum as set forth in this Amendment.

NOW THEREFORE, in consideration of the mutual agreement as set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the Parties hereby agree as follows:

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EX-10.8·S-1/A·CIK 2067111·ACC 0001193125-26-374507·Filed Aug 28, 2026, 16:24 ET

EX-10.1

Latch, Inc.

Date: _____________

Name:

Re: Retention Bonus

Dear [_______]:

DOOR Systems, Inc. (the “Company”) is pleased to offer you a special retention bonus in the amount of [$_______] (the “Bonus Amount”), to be paid to you provided you remain employed by the Company through December 31, 2027 (the “Vesting Date”).

This special bonus is in addition to all other compensation and benefits to which you are otherwise entitled and will not be treated as salary or “compensation” or taken into account for purposes of determining any other compensation or benefits that may be provided to you. As a condition to receiving the Bonus Amount, and subject to the paragraph below, you must remain employed in good standing with the Company or one of its affiliates through the Vesting Date. The Bonus Amount will be paid to you within forty-five (45) days following the Vesting Date, subject to applicable taxes and withholding.

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EX-10.1·8-K·CIK 1826000·ACC 0001826000-26-000054·Filed Aug 28, 2026, 16:20 ET

EX-10.1

Karman Holdings Inc.

***Execution Version ***

**SIXTH AMENDMENT TO CREDIT AGREEMENT **

This SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of August 26, 2026 by and among KARMAN HOLDINGS INC., a Delaware corporation (“Borrower”), the other Loan Parties party hereto, the Sixth Amendment Incremental Term Lenders (as defined below) and CITIBANK, N.A., as Administrative Agent and Collateral Agent (in such capacities, the “Administrative Agent”).

W I T N E S S E T H:

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EX-10.1·8-K·CIK 2040127·ACC 0001193125-26-374378·Filed Aug 28, 2026, 16:15 ET

EX-10.1

CHOICE HOTELS INTERNATIONAL INC /DE

***Execution Version ***

Published CUSIP Numbers:

Deal: 17038NAR0

Term Loan: 17038NAS8

SENIOR UNSECURED CREDIT AGREEMENT

dated as of August 28, 2026

among

CHOICE HOTELS INTERNATIONAL, INC.,

as Borrower,

THE LENDERS NAMED HEREIN,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent,

with

WELLS FARGO SECURITIES, LLC,

BOFA SECURITIES, INC.,

TRUIST SECURITIES, INC.,

and

PNC CAPITAL MARKETS LLC,

as Joint Lead Arrangers

and

WELLS FARGO SECURITIES, LLC,

as Sole Bookrunner

and

BANK OF AMERICA, N.A.,

TRUIST BANK,

and

PNC BANK, NATIONAL ASSOCIATION,

as Co-Syndication Agents


TABLE OF CONTENTS

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EX-10.1·8-K·CIK 1046311·ACC 0001193125-26-374377·Filed Aug 28, 2026, 16:15 ET