Browse EX-10 agreements

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

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”), dated as of October 2, 2025, is by and among John Chu (the “Executive”) and BAMBOO IDE8 INSURANCE SERVICES, LLC, an Arizona limited liability company (the “Company”).

WITNESSETH:

WHEREAS, in connection with the transactions contemplated pursuant to that certain Securities Purchase Agreement, dated as of the date hereof, by and among (i) Miramar Intermediate, LLC, a Delaware limited liability company, (ii) Miramar Blocker Holdco, LP, a Delaware limited partnership, (iii) Miramar Holdco, LLC, a Delaware limited liability company, (iv) Miramar Debt Merger Sub, LLC, a Delaware limited liability company, (v) WM Pierce Holdings, Inc., a Delaware corporation, (vi) White Mountains Investments (Luxembourg) S.à r.l., a Luxembourg société à responsabilité limitée, (vii) PM Holdings LLC, a Delaware limited liability company, and (viii) the Company, (as maybe amended, supplemented, or otherwise modified from time to time) (the “Purchase Agreement”), the Company desires to continue the services and employment of the Executive, and the Executive desires to be

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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;

WHEREAS, the Company is presently governed by the Amended and Restated Limited Liability Company Agreement, dated as of January 2, 2024 (the “Company LLC Agreement”), among the WTM Member, the Rollover Members set forth on Schedule A to the Company LLC Agreement and the other Members party thereto from time to time; and

WHEREAS, capitalized terms used but not defined in this Agreement shall have their respective meanings as set forth in the Company LLC Agreement.

AGREEMENT

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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.

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

CLASS B UNIT AWARD AGREEMENT

This CLASS B UNIT AWARD AGREEMENT (this “Agreement”), dated as of [ ò ] (the “Grant Date”), is entered into among Miramar Management Aggregator, LLC, a Delaware limited liability company (the “Company”), Miramar Holdco, LLC, a Delaware limited liability company (“Holdco”) and the individual named on the signature page hereto as “Participant” (the “Participant”). Capitalized terms used but not defined herein shall have the meaning set forth in the Company LLC Agreement (as defined below).

W I T N E S S E T H:

WHEREAS, effective as of the Grant Date, Holdco hereby issues Class B Units of Holdco to the Company, with the number of such Class B Units of Holdco set forth on the signature page hereto (which shall be considered Downstairs Class B Units for purposes of the Company LLC Agreement);

WHEREAS, the Participant provides services to or for the benefit of the Company and its subsidiaries;

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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

WHEREAS, the Board of Directors of the Company (the “Board”) believes that 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 and advancement of expenses against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

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SECOND AMENDMENT

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TO

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SHARONAI HOLDINGS INC.

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2025 OMNIBUS EQUITY INCENTIVE PLAN

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This SECOND AMENDMENT TO SHARONAI HOLDINGS INC. 2025 OMNIBUS EQUITY INCENTIVE PLAN (this “Amendment”) of the SharonAI Holdings Inc. 2025 Omnibus Equity Incentive Plan (the “Plan”) is made as of the 27th day of August, 2026, by the Board of Directors (the “Board”) of SharonAI Holdings Inc., a Delaware corporation (the “Company”), pursuant to Section 12 of the Plan. All terms used by not defined herein shall have the meaning set forth in the Plan.

RECITALS

WHEREAS, the Board may amend, alter or terminate the Plan pursuant to Section 12 of the Plan, provided that no such action shall materially and adversely affect any Award outstanding at the time of such amendment without such Participant’s consent (the “Amendment Conditions”); and

WHEREAS, this Amendment satisfies the Amendment Conditions.

AGREEMENT

NOW, THEREFORE, as of the Effective Date, the Plan is hereby amended as follows:

1. Shares Reserved for Issuance Under the Plan. Section 4(a) and Section 4(c) of the Plan shall hereby be amended as follows:

(a) The references to 1,200,000 shares in Sections 4(a)(i) and 4(c) of the Plan are hereby replaced with 2,400,000 shares.

(b) The following language “with the first January 1 following the Effective Date” in Section 4(a)(ii) shall be hereby be amended and replaced in its entirety with “January 1, 2027”.

2. Miscellaneous.

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SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

This SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment”), is dated and entered into as of August 28, 2026, among CCF OPCO LLC, a Delaware limited liability company (“Borrower”), the Lenders party hereto, and THE HUNTINGTON NATIONAL BANK, SUCCESSOR BY MERGER TO VERITEX COMMUNITY BANK, as Administrative Agent (“Administrative Agent”). Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Loan Agreement (defined below).

RECITALS

WHEREAS, reference is hereby made to that certain Second Amended and Restated Revolving Credit Agreement dated as of December 29, 2023 (as may be amended, restated, modified and/or supplemented from time to time, the “Loan Agreement”), among the Borrower, the Lenders from time to time party thereto, the Subsidiary Guarantors party thereto, the Administrative Agent and Class B Agent;

WHEREAS, pursuant to Section 10.01 of the Loan Agreement, certain amendments, waivers or other modifications of the Loan Agreement shall not be effective without the written concurrence of the Required Lenders or all the Lenders, as applicable, and the Borrower or the applicable CCF Party, as the case may be, with receipt acknowledged by Administrative Agent; and

WHEREAS, each Lender and Borrower wishes to amend certain provisions of the Loan Agreement on and subject to the terms and conditions set forth below.

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Southport Acquisition Corp. II

8 Bolling Place

Greenwich, CT 06830

[_], 2026

Southport Acquisition Sponsor II LLC

8 Bolling Place

Greenwich, CT 06830

Re:	Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between Southport Acquisition Corp. II (the “Company”) and the Company’s sponsor, Southport Acquisition Sponsor II LLC (the “Service Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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Southport Acquisition Corp. II

8 Bolling Place

Greenwich, CT 06830

July 15, 2026

Southport Acquisition Sponsor II LLC

8 Bolling Place

Greenwich, CT 06830

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	RE:	Securities Subscription Agreement

Ladies and Gentlemen:

Southport Acquisition Corp. II, a Cayman Islands exempted company limited by shares (the “Company”), is pleased to accept the offer of Southport Acquisition Sponsor II LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 7,666,667 Class B ordinary shares US$0.0001 par value per share of the Company (the “Shares”), (the “Class B Ordinary Shares”), up to 1,000,000 of which are subject to complete or partial forfeiture by you to the extent the underwriters of the Company’s initial public offering (“IPO”) of units do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Ordinary Shares and the Company’s Class A ordinary shares, US$0.0001 par value per share (the “Class A Ordinary Shares”). Pursuant to the Company’s memorandum and articles of association (as may be amended, the “Articles”), Class B Ordinary Shares will convert into Class A Ordinary Shares on a one-for-one basis, subject to adjustment, upon and subject to the terms and conditions set forth in the Articles. Unless the context otherwise requires, as used herein “Shares”

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THIS PROMISSORY NOTE (“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.

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PROMISSORY NOTE

Principal Amount: Up to $300,000	Dated as of July 15, 2026 New York, New York

Southport Acquisition Corp. II, a Cayman Islands exempted company limited by shares (the “Maker”), promises to pay to the order of Southport Acquisition Sponsor II LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of up to Three Hundred Thousand Dollars ($300,000) 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 the Maker to such account as the 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 Southport Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies 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 companies;

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 (as defined below) from certain liabilities;

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [ ] day of [ ], 2026, by and between Southport Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Subscriber”).

WHEREAS, the Company intends to consummate an initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit consisting of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”), of the Company, and one-third of one redeemable warrant (a “Public Warrant”) to be governed by the Warrant Agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”). Each whole Warrant entitles the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per Class A Ordinary Share;

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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 Southport Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Southport Acquisition Sponsor II 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 (a “Warrant”) to purchase Ordinary Share (a “Warrant Share”) to be governed by the Warrant Agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”). 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 500,000 private placement units (whether or not the over-allotment option in connection with the Public Offering is exercised in full) (the “Private Placement Units”), each such Private Placement Unit comprised of one Ordinary Share (the “Private Placement Shares”) and one-third of one redeemable Warrant (the “Private Placement Warrants”) to purchase one Ordinary Shares (the “Private Placement Warrant Shares”), as provided in the registration

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