Browse EX-10 agreements

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 Wilco 63 Corporation, a Cayman Islands exempted company (the “Company”), and Wilco 63 Holding LLC, a Nevada 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 3,000,000 warrants (whether or not the over-allotment option in connection with the Public Offering is exercised in full) (the “Private Placement Warrants”), each Private Placement Warrant

…

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between Wilco 63 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-[●]) (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;

…

FORM OF

LOCK-UP AND RETENTION AGREEMENT

This Lock-Up and Retention Agreement (this “Agreement”) is being entered into as of ____________, 2026 (the “Effective Date”), by and between Grayscale Investments Sponsors, LLC (the “Sponsor”), a Delaware limited liability company, as the sponsor of the Grayscale Hyperliquid Staking ETF (the “Trust”), and [ ] (the “Investor”, and collectively with the Sponsor, the “Parties”). Capitalized terms contained herein that are not otherwise defined herein shall have the meanings ascribed to such terms in that certain Contribution Agreement between the Parties dated as of ____________, 2026 (the “Contribution Agreement”) or, if not defined therein, in the Trust’s Registration Statement on Form S-1, as amended (File No. 333-294493) (the “Registration Statement”).

…

TWELFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

THIS TWELFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Twelfth Amendment”), dated as of May 29, 2026, is entered into among American Airlines, Inc., a Delaware corporation (the “Borrower”), American Airlines Group Inc., a Delaware corporation (the “Parent” or the “Guarantor”), Morgan Stanley Bank, N.A., as the designated lender of 2026 Replacement Term Loans referred to below (in such capacity, the “Designated 2026 Replacement Term Lender”), Morgan Stanley Bank, N.A., as the lender of 2026 Incremental Term Loans referred to below (in such capacity, the “2026 Incremental Term Lender”), and Citibank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided to such terms in the Credit Agreement referred to below.

W I T N E S S E T H:

…

MOUNTAIN VIEW RESEARCH PARK

OFFICE LEASE

This Office Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between BXP RESEARCH PARK LP, a Delaware limited partnership (“Landlord”), and MATTERNET, INC., a Delaware corporation (“Tenant”).

SUMMARY OF BASIC LEASE INFORMATION

TERMS OF LEASE		DESCRIPTION
1.	Date:	May 13, 2025
2.	Premises (Article 1).
	2.1 Building:	355/365 Ravendale Avenue, Mountain View, CA 94043
	2.2 Premises:	Approximately 12,769 rentable square feet of space located on the first (1st) floor of the Building and commonly known as 355 Ravendale, as further set forth in Exhibit A to the Office Lease.
3.	Lease Term (Article 2).
	3.1 Lease Term:	Eighteen (18) months
	3.2 Lease Commencement Date:	June 1, 2025.

…

SHARE CANCELLATION AGREEMENT

This SHARE CANCELLATION AGREEMENT (this “Agreement”), dated as of May 22, 2026 (the “Effective Date”), is entered into by and between Los Altos Ventures Corp., a Delaware corporation (the “Company”), and the shareholder listed in Exhibit A hereto (referred to as the “Shareholder”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Merger Agreement (as defined below).

RECITALS

WHEREAS, as of the date hereof, the Shareholder is the owner of the number of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) set forth next to his name on Exhibit A; and

…

Exhibit 10.15

Warrant Certificate No. _______

NEITHER THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) IN COMPLIANCE WITH RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, (C) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE COMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

…

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT OR UNLESS SOLD IN ACCORDANCE WITH RULE 144 UNDER THE ACT.

WARRANT NO. [●] DATE OF ISSUANCE: [●] EXPIRATION DATE: [●], subject to earlier termination as provided herein	NUMBER OF SHARES: [●] subject to adjustment as provided herein

WARRANT TO PURCHASE SHARES OF COMMON STOCK OF

MATTERNET, INC.

This Warrant is issued to [●], or its registered assigns (including any successors or assigns, the “Warrantholder”), by Matternet, Inc., a Delaware corporation (the “Company”).

1. EXERCISE OF WARRANT.

…

THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. This warrant must be surrendered to the coMPANY or its transfer agent as a condition precedent to the sale, transfer, pledge or hypothecation of any interest in any of the securities represented hereby.

WARRANT TO PURCHASE SHARES OF NON-VOTING COMMON STOCK

of

MATTERNET, INC.

Dated as of _____________

Void after the date specified in Section 8

…

LOCK-UP AGREEMENT

This lock-up agreement (this “Agreement”) is made and entered into by and between the undersigned (the “Holder”), and Matternet, Inc., a Delaware corporation (“Matternet”) as of the effective date (the “Effective Date”) of the Closing (as defined below) of the Merger (as defined below).

WHEREAS, the Holder holds capital stock of Matternet (“Matternet Capital Stock”), or options, warrants, or other securities convertible into, exercisable or exchangeable for, or that represent the right to receive shares of Matternet Capital Stock (as defined below).

WHEREAS, pursuant to the Securities Purchase Agreement, dated March 3, 2026, by and among Matternet and the purchasers set forth on the signature pages affixed thereto, Matternet conducted a private placement (the “Bridge Financing”) of $6.0 million in aggregate principal amount of its senior convertible notes (the “Bridge Notes”) to certain accredited investors (the “Bridge Note Holders”).

…

MATTERNET, INC.

OFFER LETTER

February 12, 2023

Jason Secore

Dear Jason:

I am pleased to offer you a part-time exempt position with Matternet, Inc. (the “Company”), as its Chief Financial Officer. If you decide to join us, you will receive an annual salary of $145,000.00, less applicable withholdings (the “Annual Base Salary”), which will be paid semi-monthly in accordance with the Company’s normal payroll procedures. In this part-time role, you will be expected to work 50% of full-time (“Half-Time Basis”), however, as an exempt employee, your Annual Base Salary shall not increase in the event that you work more than 50% of full-time. Further, as an exempt employee, you shall not be entitled to overtime.

…

Exhibit 10.8

Standard Form

Matternet, Inc. Stock Option Grant Notice (2026 Equity Incentive Plan)

Matternet, Inc. (the “Company”) has granted to you (“Optionholder”) an option to purchase the number of shares of the Common Stock set forth below (the “Option”) under the Matternet, Inc. 2026 Equity Incentive Plan (the “Plan”). Your Option is subject to all of the terms and conditions set forth in this Stock Option Grant Notice (the “Grant Notice”), the Stock Option Agreement (the “Option Agreement”), the Notice of Exercise and the Plan, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined in this Grant Notice but defined in the Option Agreement or the Plan will have the same definitions as in the Option Agreement or the Plan, as applicable.

…