Browse EX-10 agreements

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INDEMNITY AGREEMENT

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THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _______________, 2025.

Between:

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(1)	RAINROCK ACQUISITION CORP., an exempted company incorporated under the laws of the Cayman Islands, Suite 1201 - 700, W Pender St, Vancouver, BC, Canada (the “Company”); and

(2)	[●] (“Indemnitee”).

Whereas:

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between RainRock Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (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 right to receive one-tenth (1/10) of one Ordinary Share upon the consummation of the Company’s initial business combination as set forth in the Company’s Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission (the “SEC”), File No. 333-[_], under the Securities Act of 1933, as amended (the “Securities Act”). The Purchaser has agreed to purchase an aggregate of 150,000 units (or 172,500 private placement units if the over-allotment option in connection with the Public Offering is exercised in full) (the “Private Placement Units”), each Private Placement Unit consisting of one Ordinary Share and one right (the “Private Share Right”) to receive one-tenth (1/10) of one Ordinary Share upon the consummation of an initial business combination.

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between RainRock Acquisition Corp., a Cayman Islands exempted company (the “Company”), and RainRock Acquisition Management 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 right to receive one-tenth (1/10) of one Ordinary Share upon the consummation of the Company’s initial business combination as set forth in the Company’s Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission (the “SEC”), File No. 333-[_], under the Securities Act of 1933, as amended (the “Securities Act”). The Purchaser has agreed to purchase an aggregate of 425,000 units (whether or not the underwriters’ over-allotment option is exercised) (the “Private Placement Units”), each Private Placement Unit consisting of one Ordinary Share and one right (the “Private Share Right”) to receive one-tenth (1/10) of one Ordinary Share upon the consummation of an initial business combination.

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REGISTRATION RIGHTS AGREEMENT

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THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and between RainRock Acquisition Corp., a Cayman Islands exempted company (the “Company”), RainRock Acquisition Management 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 Holders on the signature page hereto (the Sponsor and the Representative 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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WHEREAS, the Company has 5,750,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued and outstanding, up to 750,000 of which will be surrendered to the Company for no consideration depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option;

WHEREAS, the Founder Shares are convertible into Class A ordinary shares of the Company, par value $0.0001 per share (the “Ordinary Shares”), on the terms and conditions provided in the Company’s amended and restated memorandum and articles of association;

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between RainRock Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company(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 US$0.0001 per share (the “Ordinary Shares”), and one right to receive one-tenth (1/10) of one Ordinary Share upon the consummation of the Company’s initial business combination (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;

WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC as representative (the “Representative”) of the underwriters (the “Underwriters”) named therein;

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[●], 2026

RainRock Acquisition Corp.

Suite 1201 - 700, W Pender St

Vancouver, BC, Canada

	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 RainRock Acquisition Corp., a Cayman Islands exempted company (the “Company”), Cohen & Company Capital Markets, a division of Cohen & 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 15,000,000 of the Company’s units (including up to 2,250,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value US$0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one right (each right, a “Share Right”). Each Share Right entitles the holder thereof to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of the Company’s initial business combination. The Units shall be sold in the Public Offering pursuant to the registration statement on Form S-1 (File No. 333- [_]) and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company shall apply to have the Units listed on the Nasdaq Global

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Employment AGREEMENT

This Employment Agreement (“Agreement”) is made between Invivyd, Inc., a Delaware corporation (the “Company”), and Marc Elia (“Executive”), this 30th day of August, 2026.

WHEREAS, the Company desires to employ Executive in the role of Chief Executive Officer, providing Executive with certain compensation and benefits in return for such full-time employment services, and Executive desires to accept such full-time employment and provide personal services to the Company in return for certain compensation and benefits set forth below;

WHEREAS, the Company and Executive desire for this Agreement to be effective as of August 30, 2026 (the “Effective Date”); and

WHEREAS, as a condition of employment, Executive agrees to enter into an Employee Proprietary Information and Inventions Assignment Agreement in a form acceptable to the Company (a “PIIA Agreement”) on or before the Effective Date.

NOW, THEREFORE,in consideration of the mutual covenants and agreements found below and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1.

Employment.

(a)

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REGIS CORPORATION

RESTRICTED STOCK UNIT AGREEMENT

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), dated as of ___________ __, 20__ (the “Grant Date”), is between Regis Corporation, a Minnesota corporation (the “Company”), and ___________ (the “Participant”).

WHEREAS, the Participant is a valued and trusted employee of the Company and the Company desires to grant the Participant an award of Restricted Stock Units which afford the Participant an opportunity to receive shares of the Company's Common Stock under the Regis Corporation Amended and Restated 2018 Long Term Incentive Plan (as may be amended from time to time, the “Plan”); and

WHEREAS, the Committee has duly made all determinations necessary or appropriate for the grant of the Restricted Stock Units hereunder (the “Award”).

NOW, THEREFORE, in consideration of the premises and mutual covenants set forth and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto have agreed, and do hereby agree, as follows:

1.Definitions.

Any capitalized term that is used but not defined in this Agreement shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.

2.Grant of Restricted Stock Units, Term and Vesting.

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REGIS CORPORATION

RESTRICTED STOCK UNIT AGREEMENT

(Nonemployee Director)

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), dated as of ___________ __, 20__ (the “Grant Date”), is between Regis Corporation, a Minnesota corporation (the “Company”), and ___________, a nonemployee director of the Company (the “Director”).

WHEREAS, the Company desires to compensate the Director for service on the Board by granting the Director an award of Restricted Stock Units which afford the Director an opportunity to receive shares of the Company's Common Stock under the Regis Corporation Amended and Restated 2018 Long Term Incentive Plan (as may be amended from time to time, the “Plan”); and

WHEREAS, the Committee has duly made all determinations necessary or appropriate for the grant of the Restricted Stock Units hereunder (the “Award”).

NOW, THEREFORE, in consideration of the premises and mutual covenants set forth and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto have agreed, and do hereby agree, as follows:

1.Definitions.

Any capitalized term that is used but not defined in this Agreement shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.

2.Grant of Restricted Stock Units, Term and Vesting.

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August 31, 2026

3i, LP

2 Wooster Street, 2nd Floor

New York, NY 10013

Attention: Maier J. Tarlow

	Re:	Side Letter — Closing under Series B Preferred Purchase Agreement and Series C Preferred Purchase Agreement

Dear Mr. Tarlow:

This letter agreement (this “Letter Agreement”) is entered into as of the date first written above, by and between Valion Bio, Inc., a Delaware corporation (the “Company”), and 3i, LP, a Delaware limited partnership (the “Purchaser”).

The Company and the Purchaser are party to that certain Securities Purchase Agreement, dated April 29, 2025 (as assigned and amended as of December 9, 2025, the “Series B Preferred Purchase Agreement”), with respect to the purchase and sale of up to 8,400 shares of the Company’s Series B Non-Voting Convertible Preferred Stock (“Series B Preferred Shares”) and warrants (“Series B Warrants”) to purchase a number of shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) at an initial exercise price determined pursuant to Section 2.2 of the Series B Preferred Purchase Agreement, for an aggregate purchase price of up to $8,400,000 in a series of closings. As of the date hereof, the Purchaser has the option, but not the obligation, to purchase up to 1,750 Series B Preferred Shares and corresponding Series B Warrants for up to

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NON-REDEMPTION AGREEMENT

This Non-Redemption Agreement (this “Agreement”) is entered as of August 31, 2026 by and among Andretti Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Andretti Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned investor (the “Investor”).

RECITALS

WHEREAS, the Sponsor currently holds Class B ordinary shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”) initially purchased in a private placement prior to the Company’s initial public offering (the “IPO” and such shares, the “Founder Shares”);

WHEREAS, the Company expects to hold an extraordinary general meeting of shareholders in lieu of an annual general meeting of shareholders (as adjourned or postponed from time to time, the “Meeting”) for the purpose of approving, among other things, an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (as amended and currently in effect, the “Charter”) to extend the date by which the Company must consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”) by twelve (12) additional months from September 9, 2026 to September 9, 2027 (or such earlier date as determined by the Company’s board of directors) (the “Extension”);

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EXECUTIVE OFFICER AGREEMENT

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**THIS EXECUTIVE OFFICER AGREEMENT **(this “Agreement”), dated as of [*], is by and between GLGHK Limited, a company incorporated under the laws of the British Virgin Islands (the “Company”), and [*], an individual (the “Executive Officer”).

AGREEMENT

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1. **Appointment. **The Executive Officer was appointed as [*] (the “[*]”) on [*]. This Agreement serves to regulate the employment relationship between the Company and the Executive Officer from the effective date of the registration statement of the Company’s initial public offering. For the avoidance of doubt, this Agreement shall not affect the effectiveness of the appointment of the Executive Officer on [*]. The Company shall employ the Executive Officer and the Executive Officer shall diligently and faithfully serve the [*] pursuant to the terms and conditions of this Agreement and subject to the memorandum and articles of association of the Company, the rules and regulations of the Nasdaq Stock Market LLC (to the extent applicable) and other applicable laws and regulations.

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