Browse EX-10 agreements

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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 Southport Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Southport Acquisition Sponsor II 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 Holder on the signature pages hereto (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 intends to consummate an initial public offering of the Company’s units (the “IPO”), with each unit consisting of one Class A Ordinary Share, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant (the “Public Warrants”), with each whole warrant entitling the holder thereof to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share;

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WHEREAS, the Company has 7,666,667 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued and outstanding, up to 1,000,000 of which will be surrendered to the Company for no consideration depending on the extent to which the underwriters of the IPO exercise their over-allotment option;

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**INVESTMENT MANAGEMENT TRUST AGREEMENT **

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2026 by and between Southport Acquisition 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. 333-298104) (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 $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 (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

Southport Acquisition Corp. II

8 Bolling Place

Greenwich, CT 06830

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 Southport Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative (the “Representative”, or “CCM”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each unit comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statement on Form S-1 (File No. 333-298104) 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 New York Stock

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AMENDMENT NO. 1 AND EXTENSION TO CREDIT AGREEMENT

AMENDMENT NO. 1 AND EXTENSION TO CREDIT AGREEMENT, dated

as of August 24, 2026 (this “Agreement”), among The Boeing Company, a Delaware corporation

( “TBC”), for itself and on behalf of the other Borrowers, the Lenders party hereto and Citibank,

N.A., as administrative agent (the “Administrative Agent”), which shall amend that certain Five-

Year Credit Agreement, dated as of August 24, 2023 (as amended, supplemented or otherwise

modified prior to the date hereof, the “Existing Credit Agreement”, as amended hereby, the

“Amended Credit Agreement”), by and among TBC, the Lenders from time to time party thereto

and the Administrative Agent and the other parties thereto.

W I T N E S S E T H:

WHEREAS, TBC, the Lenders and the Administrative Agent are parties to the

Existing Credit Agreement;

WHEREAS, TBC has requested that (a) each Lender extend such Lender’s

Termination Date for an additional 365 days from August 24, 2028 (the “Existing Termination

Date”) to August 24, 2029 (the “Extended Termination Date”) pursuant to Section 2.22 of the

Existing Credit Agreement (giving effect to the waivers included in this Agreement as to certain

requirements set forth therein) and (b) the other amendments reflected in this Agreement be

effected, in each case as of the First Amendment Effective Date (as defined below);

WHEREAS, (a) each existing Commitment extended in accordance with the

terms of this Agreement will be an “Extended Commitment” (with each existing Commitment

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AMENDMENT NO. 1 AND EXTENSION TO CREDIT AGREEMENT

AMENDMENT NO. 1 AND EXTENSION TO CREDIT AGREEMENT, dated

as of August 24, 2026 (this “Agreement”), among The Boeing Company, a Delaware corporation

( “TBC”), for itself and on behalf of the other Borrowers, the Lenders party hereto and Citibank,

N.A., as administrative agent (the “Administrative Agent”), which shall amend that certain Five-

Year Credit Agreement, dated as of May 15, 2024 (as amended, supplemented or otherwise

modified prior to the date hereof, the “Existing Credit Agreement”, as amended hereby, the

“Amended Credit Agreement”), by and among TBC, the Lenders from time to time party thereto

and the Administrative Agent and the other parties thereto.

W I T N E S S E T H:

WHEREAS, TBC, the Lenders and the Administrative Agent are parties to the

Existing Credit Agreement;

WHEREAS, TBC has requested that (a) each Lender extend such Lender’s

Termination Date for an additional 365 days from May 15, 2029 (the “Existing Termination

Date”) to May 15, 2030 (the “Extended Termination Date”) pursuant to Section 2.22 of the

Existing Credit Agreement (giving effect to the waivers included in this Agreement as to certain

requirements set forth therein) and (b) the other amendments reflected in this Agreement be

effected, in each case as of the First Amendment Effective Date (as defined below);

WHEREAS, (a) each existing Commitment extended in accordance with the

terms of this Agreement will be an “Extended Commitment” (with each existing Commitment

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THE BOEING COMPANY

364-DAY

CREDIT AGREEMENT

among

THE BOEING COMPANY

for itself and on behalf of its Subsidiaries,

as a Borrower

THE LENDERS PARTY HERETO

CITIBANK, N.A.,

as Administrative Agent

JPMORGAN CHASE BANK, N.A.

as Syndication Agent

and

CITIBANK, N.A.

and

JPMORGAN CHASE BANK, N.A.,

as Joint Lead Arrangers and Joint Book Managers

dated as of August 24, 2026

i

TABLE OF CONTENTS

Article and SectionPage

ARTICLE 1

DEFINITIONS1

1.1	Definitions...................................................................................	1
1.2	Use of Defined Terms; References............................................	16
1.3	Accounting Terms......................................................................	16
1.4	Divisions......................................................................................	16
1.5	Rates............................................................................................	16

ARTICLE 2

AMOUNTS AND TERMS OF THE ADVANCES17

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[***] = Certain information that has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential.

ARQ, INC.

EMPLOYMENT AGREEMENT

THIS AGREEMENT made and entered effective August 25, 2026 by and between Arq, Inc., a Delaware corporation, whose principal offices are located at 8051 E. Maplewood, Suite 210, Greenwood Village, CO 80111 (the “Company”), and Peter Owino (“Executive”) whose address is [***].

RECITALS:

WHEREAS, the Company has made Executive an offer of employment; and

WHEREAS, Executive desires to accept the offer;

WHEREAS, the Company and Executive desire to enter into this Agreement to set forth the terms and conditions of the employment.

NOW, THEREFORE in consideration of the premises and the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

1.Definitions. Capitalized terms are used herein with the meanings as specified in Section 5and elsewhere in this Employment Agreement.

2.Employment. The Company hereby employs Executive and Executive hereby accepts such employment upon the terms and conditions set forth herein, such employment to commence on or about September 1, 2026 (the “Start Date”). Executive’s employment with the Company is for an indefinite term, subject to termination as provided for in Section 7.

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CONSULTING AGREEMENT

This Consulting Agreement (the “Agreement”) is made effective as of September 1, 2026 (the “Effective Date”), by and between Vyome Holdings, Inc., a Delaware corporation, with its principal place of business at Harvard Square, One Mifflin Place, Suite 400, Cambridge, MA 02138 (the “Company”) and ClearbridgeCFO, LLC, a limited liability company, with its principal place of business at 1349 W Peachtree Street NW, Ste. 1910, Atlanta, GA 30309 (“CLEARBRIDGE”) and Jerry Leonard, an individual (the “Consultant”). The Company, CLEARBRIDGE, and the Consultant are herein sometimes referred to individually as a “Party” and collectively as the “Parties.”

WHEREAS, the Company is in the business of developing and commercial exploitation of novel therapies for treating immune-inflammatory and rare diseases.

WHEREAS, CLEARBRIDGE has expertise in CFO and other related services.

WHEREAS, CLEARBRIDGE desires to serve as an independent consultant for the purpose of providing the Company with CFO services, as more fully described in Annexure A attached hereto (the “Services”); and

WHEREAS, the Company wishes to engage CLEARBRIDGE on the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree and covenant as follows.

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

SUNPOWER INC.

**SAFE **

(Simple Agreement for Future Equity)

THIS CERTIFIES THAT in exchange for the payment by the Rodgers Massey Revocable Living Trust dtd 4/4/11 (the “Investor”) of $2,000,000 (the “Purchase Amount”) on August 24, 2026, and SUNPOWER INC., a Delaware corporation (the “Company”), issues to the Investor the right to certain purchase Equity Securities of the Company, subject to the terms described below. See Section 2 for certain defined terms.

1. Events

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August 26, 2026

Rainier Acquisition Corporation

1 Penn Plaza, 48th Floor

New York, NY 10119

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 between Rainier Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and Chardan Capital Markets LLC, as representative (the “Representative”) of the underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 7,500,000 units of the Company (plus an additional 1,125,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units pursuant to the terms of the Underwriting Agreement), each such unit comprised of one Class A ordinary shares, par value $0.0001 per share (“Ordinary Shares”) and one-quarter of a redeemable warrant to purchase one Ordinary Share as provided for by the warrant agreement (the “Warrant Agreement”) to be entered into with Continental Stock Transfer & Trust Company, as warrant agent, in connection with the consummation of the Public Offering (such units, the “Public Units”). The Public Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined

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PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of August 26, 2026, is entered into by and between Rainier Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Ravenna 7 LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of the Company’s units (the “Public Units”), each such Public Unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share and one-quarter of one redeemable warrant to purchase one Class A ordinary share to be governed by the Warrant Agreement to be entered into with Continental Stock Transfer & Trust Company in connection with the consummation of the Public Offering (the “Warrant Agreement”), 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 Number 333-298076 under the Securities Act of 1933, as amended (the “Securities Act”).

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 26, 2026, is made and entered into by and among Rainier Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Ravenna 7 LLC, a Delaware limited liability company (the “Sponsor”), and each of the undersigned parties listed on the signature page (each such party, 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

WHEREAS, the Sponsor and directors of the Company (the “Initial Holders”) currently own an aggregate of 2,156,250 shares of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”);

WHEREAS, the Class B Ordinary Shares are convertible into the Company’s Class A ordinary shares, par value $0.0001 per share (“Ordinary Shares”), at the time of the initial Business Combination or earlier at the option of the holder at a conversion ratio that results in the Initial Holders holding 20% of the outstanding ordinary shares on an as-converted basis (excluding seller earnout consideration and working capital conversion units), with a floor of one-for-one conversion, on the terms and conditions provided in the Company’s second amended and restated memorandum and articles of association, as may be amended from time to time;

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