Browse EX-10 agreements

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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INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of_______ , is by and between GLGHK Limited, a company registered and incorporated in the British Virgin Islands (the “Company”), and______ , a member of the Company’s board of director (the “Board”) (the “Indemnitee”).

RECITAL

WHEREAS, highly competent persons have become more reluctant to serve corporations as directors 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 the corporation;

WHEREAS, the memorandum and articles of association (the “Memorandum and Articles”) of the Company require indemnification of the officers and directors of the Company and the Indemnitee may also be entitled to indemnification pursuant to the BVI Business Companies Act (the “Act”);

WHEREAS, the Memorandum and Articles and the Act expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the Board and other persons with respect to indemnification;

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EIGHTH MODIFICATION AGREEMENT

DATE:    As of August 28, 2026

PARTIES:    Borrower:    GLOBAL WATER RESOURCES, INC., a Delaware corporation (“Borrower”)

Borrower        21410 North 19th Avenue, Suite 220

Address:        Phoenix, Arizona 85027-2738

Bank:    THE NORTHERN TRUST COMPANY, an Illinois banking corporation (“Bank”)

Bank    2398 East Camelback Road, Suite 1100

Address:    Phoenix, Arizona 85016

RECITALS:

A.Bank has extended to Borrower a loan (the “Loan”) in the original maximum principal amount of $10,000,000 pursuant to that certain Loan Agreement dated as of April 30, 2020 (the “Loan Agreement”), and evidenced by that certain Multiple Advance Note dated April 30, 2020 (the “Revolver Note”). Pursuant to that certain Sixth Modification Agreement between Borrower and Bank dated as of April 10, 2025, the maximum principal amount of the Loan and the Commitment was increased to $20,000,000, which remains the current maximum principal amount immediately prior to giving effect to this Eighth Modification Agreement. The unpaid principal balance of the Loan as of the date of this Agreement is $6,550,000.00.

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Execution Version

SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of August 17, 2026, by and between SE Global Holdings, Inc., a Delaware corporation (the “Company”), and NVIDIA Corporation, a Delaware corporation (the “Investor”).

THE PARTIES HEREBY AGREE AS FOLLOWS:

1.    Purchase and Sale of Shares.

(a)    Sale and Issuance of Shares of Class N Common Stock. Subject to the terms and conditions of this Agreement, the Investor agrees to purchase from the Company, and the Company agrees to sell and issue to the Investor, shares of the Company’s Class N Common Stock, a class of non-voting (whether for directors or other matters, except where voting is required by law) common stock, par value $0.0001 per share, to be authorized and designated prior to the closing of an Initial Public Offering (the “Class N Common Stock”), at a price per share equal to the per share initial public offering price (before underwriting discounts and expenses) in the Initial Public Offering (as defined below) (the “IPO Price”). The Company agrees to sell and issue to the Investor shares of Class N Common Stock equal to $1,500,000,000 divided by the IPO Price, such number of shares rounded down to the nearest whole share (with the total purchase price correspondingly reduced for such fractional share amount). The shares of Class N Common Stock to be issued and sold to the Investor pursuant to this Agreement are referred to as the “Shares.” “Initial Public Offering” shall mean the issuance and sale of Common Stock by the Company, par value $0.0001 per share

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Execution Version

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 ANY STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS PREPAID FORWARD CONTRACT AND UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.

ENERGY GLOBAL, LP

PREPAID FORWARD CONTRACT

THIS CERTIFIES THAT in exchange for the prepayment by NVIDIA Corporation (the “Investor”) of $1,500,000,000 (the “Purchase Amount”) to Energy Global, LP, a Delaware limited partnership (the “Company”), the Company agrees to deliver, or cause the IPO Entity to deliver, shares of Capital Stock of the IPO Entity (as defined below) to the Investor upon satisfaction of the conditions set forth herein (such instrument, this “Agreement”), subject to the terms described below. See Section 2for certain defined terms.

1.    Events

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IP Assignment and Licence

THIS AGREEMENT is dated 30 September 2021

PARTIES:

(1)SB ENERGY PRIVATE LIMITED (formerly SB Solar Services Private Limited), a company incorporated and registered in India with registered number CIN: U74140DL2015PTC283928 whose registered office is at 1st Floor, Worldmark-2, Asset Area-8, Aerocity, NH-8, New Delhi-110037 (“SB Energy India”);

(2)SB ENERGY HOLDINGS LIMITED], a company incorporated in England and Wales (registered number 09635024) whose registered office is at 69 Grosvenor Street, London, United Kingdom, W1K 3JP (“SB Energy”); and

(3)SB ENERGY DEVCO (US), INC., a corporation incorporated and registered in Delaware with company number 7232846 whose registered office is at Corporation Trust Center, 1209 Orange St, Wilmington, New Castle, DE 19801 (“SB Energy US”),

(each a “Party” and, together, the “Parties”).

BACKGROUND

(A)Immediately prior to Completion (under and as defined in the SPA), each of the Parties was an indirectly held subsidiary of SoftBank Group Corp. (each of the Parties, together with their respective subsidiaries, is collectively the “SoftBank Energy Group of Companies”).

(B)The SoftBank Energy Group of Companies have created various elements of intellectual property in the normal course of operations of their business activities. Such intellectual property comprises:

(a)certain patent applications filed in India by or on behalf of SB Energy India which patents are owned by or belong to SB Energy India;

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Execution Version

AMENDED AND RESTATED TAX SHARING AGREEMENT

This Amended and Restated Tax Sharing Agreement (the “Agreement”), is entered into as of November 29, 2023, by and between SB Group US, Inc., a Delaware corporation (“SoftBank”), and SB Energy Global, LLC, a Delaware limited liability company (“SBE”) (individually referred to as a “Party” and collectively referred to as the “Parties”).

WHEREAS, SoftBank Group Corp. is the parent company of a multinational group of companies primarily engaged in the business of owning and operating telecommunication businesses;

WHEREAS, SoftBank and SBE file unitary combined income tax returns under governing laws of U.S. state and local jurisdictions in which such Parties are required to file on a combined basis;

WHEREAS, the Parties desire to provide for and agree upon the allocation between the Parties of liabilities (or repayments due) for U.S. state and local income taxes arising as a result of such super unitary combined group filings (“Super Unitary Combined Group Taxes”) and to provide for and agree upon other matters relating to such taxes;

WHEREAS, tax returns other than Super Unitary Combined Returns are not subject to this Agreement; and

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FIRST AMENDMENT AND CONSENT TO FINANCING AGREEMENT

This First Amendment and Consent to Financing Agreement (this “Agreement”), dated as of October 18, 2021, is made by and between SE TITAN, LLC, a limited liability company organized under the laws of the State of Delaware (the “Borrower”), MUFG BANK, LTD., in its capacity as Administrative Agent (the “Administrative Agent”), DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, in its capacities as Collateral Agent for the Secured Parties (the “Collateral Agent”) and Depositary, and the Lenders party hereto.

WHEREAS, reference is made to (i) the Amended and Restated Financing Agreement, dated as of November 16, 2020, among the Borrower, the Administrative Agent, the Lenders party thereto or who subsequently become party thereto pursuant to the terms thereof and each other Person that may become party thereto from time to time (as amended, modified and supplemented and in effect from time to time, the “Financing Agreement”); (ii) the Depositary Agreement, dated as of November 16, 2020, among the Borrower, the Administrative Agent, the Collateral Agent and the Depositary (the “Depositary Agreement”); (iii) the Security Agreement, dated as of November 16, 2020, among the Borrower and the Collateral Agent (the “Borrower Security Agreement”); (iv) the Consent and Agreement, dated as of November 16, 2020, among the Borrower, EMJ Corporation (the “EPC Guarantor”) and the Collateral Agent (the “EPC Guarantor Consent”) and (v) the Limited Waiver to Financing Agreement, dated as of April 30, 2021, among Borrower,

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SECONDAMENDMENTTOFINANCINGAGREEMENT

This Second Amendment to Financing Agreement (this “Amendment”), dated as of January 31, 2022, is made by and between SE TITAN, LLC, a limited liability company organized under the laws of the State of Delaware (the “Borrower”), MUFG BANK, LTD., in its capacity as Administrative Agent (the “Administrative Agent”), and the Lenders party hereto.

WHEREAS, reference is made to the Amended and Restated Financing Agreement, dated as of November 16, 2020, among the Borrower, the Administrative Agent, the Lenders party thereto or who subsequently become party thereto pursuant to the terms thereof and each other Person that may become party thereto from time to time (as amended, modified and supplemented and in effect from time to time, the “Financing Agreement”);

WHEREAS,theBorrowerwishestoextendtheLoanMaturityDatetoFebruary 18, 2022;

WHEREAS,pursuanttoSection11.2(a)oftheFinancingAgreement,theBorrower shallnotextendthe Loan MaturityDatewithouttheconsentof allaffected Lenders; and

WHEREAS, the Borrower has requested that the Lenders party hereto consent to theextensionoftheLoanMaturityDatetoFebruary18,2022onthetermsandconditionssetforth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

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AMENDED AND RESTATED

FINANCING AGREEMENT

Dated as of November 16, 2020

by and among

SE TITAN, LLC,

a Delaware limited liability company, as Borrower,

MUFG BANK, LTD.,

as Administrative Agent,

MUFG UNION BANK, N.A.,

as the Sole and Exclusive Coordinating Lead Arranger,

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Collateral Agent,

MUFG UNION BANK, N.A.,

COBANK, ACB,

BAYERISCHE LANDESBANK, NEW YORK BRANCH,

COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH,

SOCIETE GENERALE,

SUMITOMO MITSUI BANKING CORPORATION,

and

ING CAPITAL LLC,

as Mandated Lead Arrangers

COBANK, ACB,

as Issuing Bank,

and

THE LENDERS PARTY HERETO,

as Lenders

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Table of Contents

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ARTICLE 1													CONSTRUCTION LOAN FACILITY	2

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