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

​

Graf Industrial Corp. II, a Cayman Islands exempted company (“Maker”), promises to pay to the order of Graf Industrial II Sponsor LLC, a Delaware limited liability company, or its registered assigns or successors in interest (“Payee”), or order, the principal sum of Three Hundred Thousand Dollars ($300,000) or such lesser amount as shall have been advanced by Payee to Maker and shall remain unpaid under this Note on the Maturity Date (as defined below) in lawful money of the United States of America, on the terms and conditions described below.  All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by Maker to such account as Payee may from time to time designate by written notice in accordance with the provisions of this Note.

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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;

WHEREAS, directors, officers and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself;

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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.

WHEREAS, the Purchaser has agreed to purchase an aggregate of 4,575,000 warrants (or up to an aggregate of 4,987,500 warrants if the over-allotment option in connection with the Public Offering is exercised in full) (the “Private Placement Warrants”), each Private Placement Warrant entitling the holder to purchase one Ordinary Share at an exercise price of $11.50 per share.

NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:

AGREEMENT

Section 1. Authorization, Purchase and Sale; Terms of the Private Placement Warrants.

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among Graf Industrial Corp. II, a Cayman Islands exempted company (the “Company”), Graf Industrial II Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and 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 Company has 8,433,333 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued and outstanding, up to 1,100,000 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 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

WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Lucid Capital Markets, LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”) named therein; and

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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, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has applied to have the Units listed on the New York Stock Exchange. Certain capitalized terms used herein are defined in paragraph 11 hereof.

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DocID:63c08bed7f533b351b97730eba2cb4d812e49a1b

25 August 2026

ANNEX A - KNOCK-IN COLLAR LOAN ANNEX

Non-Recourse, 30-Day Rolling Knock-In Collar Loan

This Collar Loan Annex (this “Annex”) is entered into as of 25 August 2026 and forms part of the Loan and Security Agreement (the “Agreement”) between ChainFi, Inc. d/b/a Arch Lending, a Delaware corporation with its principal place of business at 595 Broadway, 4th Floor, New York, NY 10012 (“Lender”), and US Digital Mining and Hosting Co., LLC, a Florida limited liability company whose address is 1200 W Platt Street, Suite 100, Tampa, FL 33606 (“Borrower”). This Annex sets out the terms on which Lender will make available to Borrower a non-recourse, collared, 30-day rolling loan secured by Bitcoin (each such loan, a “Collar Loan”).

1.INCORPORATION,SCOPEANDORDEROFPRECEDENCE

1.1

Incorporation;amendmentoftheAgreement.ThisAnnexisaRelatedDocumentandisincorporatedintoand forms part of the Agreement. This Annex operates as an amendment to the Agreement and, in respect of each Collar Loan, amends, supplements, supersedes and disapplies the provisions of the Agreement identified in it. Each provision of the Agreement stated in this Annex to be deleted, disapplied, amended, replaced or of no force or effect issodeleted,disapplied,amendedorreplacedbyagreementoftheparties,andnotmerelywaivedorforborne, inrespectofeachCollarLoan.ThisAnnexisexecutedbybothpartiesandsatisfiestherequirementsofSection16.9 of the Agreement (Modification) in respect of every such amendment. Neither party may resile from any such

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ChainFi,IncLoanandSecurityAgreement

TruthinLendingActDisclosure

Date:08/25/26

BORROWER:LENDER:

USDigitalMining&HostingCo 1200 West Platt Street Suite 100 Tampa, FL, 33606, US

LoanID:100178075293 4372

CHAINFI,INC

595Broadway,Floor4 NewYork,NY,10012

Please note that signing this loan document will VOID the previously signed loan agreement (with Loan ID: 1001 7807 5293 8767) effective as of the date of signing this document. This loan agreement will be the source of truth for all purposes. The “Appendix for Loan Calculations Ledger” shows the ledger of repaying the first loan ID and disbursing the second loan ID.

YOURLOANIS:

Interest-OnlyLoan–Monthlypaymentscoverinterestonly;principaldueinfullatmaturity.

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** **

AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND REGISTRATION RIGHTS AGREEMENT

This Amendment To Securities Purchase Agreement and Registration Rights Agreement (this “Amendment”) is entered into by and among RenX Enterprises Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser”), effective as of August 26, 2026. Reference is made to (i) that certain Securities Purchase Agreement, dated April 30, 2026 (the “Purchase Agreement”), by and among the Company and the Purchaser; and (ii) that certain Registration Rights Agreement, dated April 30, 2026, by and among the Company and the Purchaser (the “Registration Rights Agreement” and, together with the Purchase Agreement, the “Financing Agreements”).

Terms used herein without definition shall have the meaning assigned such terms in the respective Financing Agreement.

** **

WHEREAS, the Company and the Purchaser desire to amend the Purchase Agreement and Registration Rights Agreement to revise the definition of the Second Closing Date and certain of the Company’s obligations related to the registration of the shares of Common Stock issuable upon conversion of the First Notes, Second Notes and Second Warrants, in each case as more particularly set forth in this Amendment.

** **

WHEREAS, the Company and the Purchaser have agreed that the Second Closing Date shall occur on the date of this Amendment.

** **

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EXECUTION VERSION

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the “Agreement”) is effective as of August 28, 2026 by and between Matthew Hutchings (the “Executive”) and SeeQC UK Limited. (the “Company”), a wholly owned subsidiary of SeeQC, Inc. (the “Parent”). The Executive and the Company are collectively referred to herein as the “Parties”.

** **

RECITALS

** **

WHEREAS, the Company previously entered into that certain Employment Agreement, dated May 26, 2026, with the Executive (the “Prior Agreement”).

** **

WHEREAS, the Company desires to continue to employ the Executive and the Executive desires to continue be employed by the Company on the terms contained herein, which terms shall replace and supersede any and all prior agreements between Executive and the Company related to the Executive’s employment by the Company.

** **

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Employment.

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EXECUTION VERSION

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the “Agreement”) is effective as of August 28, 2026 by and between Oleg Mukhanov (the “Executive”) and SeeQC, Inc. (the “Company”; the Executive and the Company are collectively referred to as the “Parties”).

** **

RECITALS

** **

WHEREAS, the Company previously entered into that certain Employment Agreement, dated May 26, 2026, with the Executive (the “Prior Agreement”).

** **

WHEREAS, the Company desires to continue to employ the Executive and the Executive desires to continue be employed by the Company on the terms contained herein, which terms shall replace and supersede any and all prior agreements between Executive and the Company related to the Executive’s employment by the Company.

** **

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Employment.

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EXECUTION VERSION

Amended and Restated EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the “Agreement”) is effective as of August 28, 2026 by and between Shu-Jen Han (the “Executive”) and SeeQC, Inc. (the “Company”; the Executive and the Company are collectively referred to as the “Parties”).

** **

RECITALS

** **

WHEREAS, the Company previously entered into that certain Employment Agreement, dated May 26, 2026, with the Executive (the “Prior Agreement”).

** **

WHEREAS, the Company desires to continue to employ the Executive and the Executive desires to continue be employed by the Company on the terms contained herein, which terms shall replace and supersede any and all prior agreements between Executive and the Company related to the Executive’s employment by the Company.

** **

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Employment.

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