Browse EX-10 agreements

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INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2026, by and between Graf Industrial Corp. II, a Cayman Islands exempted company (the “Company”), and [•] (“Indemnitee”).

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;

WHEREAS, the board of directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries, if any, from certain liabilities;

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GRAF INDUSTRIAL CORP. II

1790 Hughes Landing Blvd., Suite 400

The Woodlands, Texas 77380

[●], 2026

Graf Industrial II Sponsor LLC

1790 Hughes Landing Blvd., Suite 400

The Woodlands, Texas 77380

G-SPAC Management LLC

1790 Hughes Landing Blvd., Suite 400

The Woodlands, Texas 77380

Re: Administrative Services and Indemnification Agreement

Ladies and Gentlemen:

This administrative services and indemnification agreement (this “Agreement”) by and between Graf Industrial Corp. II (the “Company”), Graf Industrial II Sponsor LLC (the “Sponsor”) and G-SPAC Management LLC, an affiliate of the Sponsor (“G-SPAC”), dated as of the date hereof, will confirm our agreement that:

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Graf Industrial Corp. II

1790 Hughes Landing Blvd., Suite 400

The Woodlands, TX 77380

United States of America

June 30, 2026

Graf Industrial II Sponsor LLC

1790 Hughes Landing Blvd., Suite 400

The Woodlands, TX 77380

United States of America

RE: Securities Subscription Agreement

Ladies and Gentlemen:

Graf Industrial Corp. II, a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the offer made by Graf Industrial II Sponsor LLC a Delaware limited liability company (“Subscriber” or “you”), to subscribe for and purchase 8,433,333 Class B ordinary shares of the Company, $0.0001 par value per share (the “Shares”), up to 1,100,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share and one, or a portion of one, warrant to purchase one Class A ordinary share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “**Over-all

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[●], 2026

Graf Industrial Corp. II

1790 Hughes Landing Blvd., Suite 400

The Woodlands, Texas 77380

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 Graf Industrial Corp. II, a Cayman Islands exempted company (the “Company”), and Lucid Capital Markets, LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 25,300,000 of the Company’s units (including up to 3,300,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subjec

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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: $300,000	Dated as of June 30, 2026

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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 Graf Industrial Corp. II, a Cayman Islands exempted company (the “Company”), and Graf Industrial II Sponsor 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-third of one redeemable warrant.

WHEREAS, each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share.

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2026 by and between Graf Industrial 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 (the “Offering”) of the Company’s units (the “Units”), each of which consists of one Class A ordinary share, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (the “Warrants”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and

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Execution Version

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

FIRST AMENDMENT TO CREDIT AGREEMENT

This FIRST AMENDMENT TO CREDIT AGREEMENT (the “Amendment”) is entered into as of June 4, 2026, by and among BAMBOO IDE8 INSURANCE SERVICES, LLC, an Arizona limited liability company (the “Borrower”), MIRAMAR INTERMEDIATE, LLC, a Delaware limited liability company (“Holdings”), THE OTHER LOAN PARTIES PARTY HERETO, THE LENDERS PARTY HERETO, and ACQUIOM AGENCY SERVICES LLC, as Administrative Agent.

W I T N E S S E T H:

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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

March 16, 2026

Ty Shay

via e-mail

Re:					Board of Managers of Miramar Holdco, LLC

Dear Ty:

On behalf of Miramar Holdco, LLC (the “Company”), this letter agreement confirms certain terms and conditions relating to your engagement as a member of the Board of Managers of the Company (the “Board”). Capitalized terms used but not defined herein will have the meanings set forth in the Amended and Restated Limited Liability Company Agreement of the Company, dated December 5, 2025 (as may be amended and restated from time to time, the “Company LLCA”).

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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

INDEMNIFICATION AND ADVANCEMENT AGREEMENT

This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, 2026 by and between Bamboo Insurance Services, Inc., a Delaware corporation (the “Company”), and ______________, a member of the Board of Directors or an officer of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering indemnification and advancement of expenses.

RECITALS

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								Exhibit 10.17

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

SECURITIES PURCHASE AGREEMENT

by and among

MIRAMAR INTERMEDIATE, LLC, as Purchaser

MIRAMAR BLOCKER HOLDCO, LP, as Blocker Purchaser

MIRAMAR HOLDCO, LLC, as Purchaser Parent

MIRAMAR DEBT MERGER SUB, LLC, as Merger Sub

WM PIERCE HOLDINGS, INC., as Blocker,

WHITE MOUNTAINS INVESTMENTS (LUXEMBOURG) S.À R.L., as Blocker Seller and the Sellers’ Representative,

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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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