Browse EX-10 agreements

AMENDMENT TO LETTER AGREEMENT

 

THIS AMENDMENT TO LETTER AGREEMENT (this “Amendment”) is made and entered into as of June 25, 2026 (the “Execution Date”), by and among (i) Launch Two Acquisition Corp., a Cayman Islands exempted company (together with its successors, the “Company”), (ii) Launch Two Sponsor LLC, a Delaware limited liability company (the “Sponsor”), (iii) NuCube Energy, Inc., a Delaware corporation (the “Target”), and (iv) the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team and who is referred to as an “Insider” pursuant to the terms of the Letter Agreement (as defined below). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Original Letter Agreement (as defined below) (and if such term is not defined in the Original Letter Agreement, then in the Business Combination Agreement (as defined below)).

 

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SPONSOR SUPPORT AGREEMENT

 

THIS SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of June 25, 2026, by and among (i) Launch Two Sponsor LLC, a Delaware limited liability company (“Sponsor”), (ii) Launch Two Acquisition Corp., a Cayman Islands exempted company (“SPAC”), (iii) NuCube Energy, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined in this Agreement will have the meanings ascribed to such terms in the Business Combination Agreement, by and among SPAC, Tesseract Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of SPAC (“Merger Sub”), the Company, and the other parties thereto, dated as of the date hereof (as it may be amended, supplemented, modified and/or restated from time to time, the “Business Combination Agreement”).

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FORM OF

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among NuCube Holdings, Inc., a Delaware corporation formerly known as Launch Two Acquisition Corp., a Cayman Islands exempted company (the “Company”), Launch Two Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co., a New York general partnership (“Cantor”), certain stockholders of NuCube Energy, Inc., a Delaware corporation (“NuCube”), listed on the signature pages hereto (the “NuCube Holders”, and together with the Sponsor and Cantor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2, each, a “Holder” and collectively, the “Holders”).

RECITALS

 

WHEREAS, the Company, the Sponsor and Cantor are parties to that certain Registration Rights Agreement, dated October 7, 2024 (the “Original Registration Rights Agreement”);

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NON-COMPETITION AND NON-SOLICITATION AGREEMENT

 

THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of June 25, 2026 (the “Execution Date”) by Cristian Rabiti, an individual (the “Subject Party”), in favor and for the benefit of Launch Two Acquisition Corp., a Cayman Islands exempted company (together with its successors, including after the Domestication (as defined below), the “SPAC”), and NuCube Energy, Inc., a Delaware corporation (together with its successors, the “Company”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).

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STOCKHOLDER SUPPORT AGREEMENT

This STOCKHOLDER SUPPORT AGREEMENT is made and entered into as of June 29, 2026 (this “Agreement”), by and among JATT II Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands (“JATT”), Talawar Tx Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company, whose names appear on the signature pages of this Agreement (each a “Stockholder” and, collectively, the “Stockholders”).

WHEREAS, JATT, the Company and Talawar Merger Sub, a Cayman Islands exempted company (“Merger Sub”) propose to enter into, contemporaneously herewith, that certain Business Combination Agreement, dated as of the date hereof (the “BCA”; terms used but not defined in this Agreement shall have the meanings ascribed to them in the BCA); and

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REGISTRATION RIGHTS AND LOCK-UP AGREEMENT

THIS REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with its terms, this “Registration Rights & Lock-Up Agreement”), dated as of [______], 2026, is made and entered into by and among:

(i) Talawar Tx Inc., a Delaware corporation (the “PubCo”);

(ii) JATT II Acquisition Corp., a Cayman Islands exempted company (“JATT”);

(iii) JATT Ventures II L.P., a Cayman Islands exempted limited partnership (the “Sponsor”); and

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SPONSOR SUPPORT AGREEMENT

This SPONSOR SUPPORT AGREEMENT is made and entered into as of June 29, 2026 (this “Agreement”), by and between JATT Ventures II L.P., a Cayman Islands exempted limited partnership (“Sponsor”) and Talawar Tx Inc., a Delaware corporation (the “Company”).

WHEREAS, JATT II Acquisition Corp., an exempted company incorporated under the laws of the Cayman Islands (“JATT”), the Company and Talawar Merger Sub, a Cayman Islands exempted company (“Merger Sub”) propose to enter into, contemporaneously herewith, that certain Business Combination Agreement, dated as of the date hereof (the “BCA”; terms used but not defined in this Agreement shall have the meanings ascribed to them in the BCA); and

WHEREAS, as of the date hereof, Sponsor owns beneficially and of record 1,800,000 JATT Shares (the “Sponsor Shares”).

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto hereby agree as follows:

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SUBSCRIPTION AGREEMENT

June 29, 2026

Talawar Tx Inc.

40 West 57th Street, 28th Floor

New York, NY 10019

Ladies and Gentlemen:

In connection with the proposed business combination (the “Transaction”) among JATT II Acquisition Corp, a Cayman Islands exempted company (“JATT”), Talawar Tx Inc., a Delaware corporation (the “Company”), and Talawar Merger Sub, a Cayman Islands exempted company and a wholly owned Subsidiary of the Company (“Merger Sub”), in connection with that certain Business Combination Agreement by and among JATT, the Company and Merger Sub, dated as of June 29, 2026 (as it may be amended, restated and/or supplemented from time to time in accordance with its terms, the “Transaction Agreement”), the Company is seeking commitments to purchase shares of the Company’s Common Stock, par value $0.00001 per share (the “Common Stock”), for a purchase price of $10.00 per share (the “Purchase Price”), in a private placement to be consummated by the Company immediately prior to or substantially concurrently with the closing of the

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INDIVIDUAL SUBSCRIPTION AGREEMENT

June 29, 2026

Talawar Tx Inc.

40 West 57th Street, 28th Floor

New York, NY 10019

Ladies and Gentlemen:

In connection with the proposed business combination (the “Transaction”) among JATT II Acquisition Corp, a Cayman Islands exempted company (“JATT”), Talawar Tx Inc., a Delaware corporation (the “Company”), and Talawar Merger Sub, a Cayman Islands exempted company and a wholly owned Subsidiary of the Company (“Merger Sub”), in connection with that certain Business Combination Agreement by and among JATT, the Company and Merger Sub, dated as of June 29, 2026 (as it may be amended, restated and/or supplemented from time to time in accordance with its terms, the “Transaction Agreement”), the Company is seeking commitments to purchase shares of the Company’s Common Stock, par value $0.00001 per share (the “Common Stock”), for a purchase price of $10.00 per share (the “Purchase Price”), in a private placement to be consummated by the Company immediately prior to or substantially concurrently with the clo

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SUPPORT AGREEMENT

 

This support agreement (this “Agreement”) is dated June 28, 2026, and is among Rocket Lab Corporation, a Delaware corporation (“Parent”), and the stockholders of Iridium Communications Inc., a Delaware corporation (the “Company”), listed on the signature pages hereto (each, a “Stockholder” and, collectively, the “Stockholders”).

 

Recitals

 

A.            The Stockholders Own certain shares of Company Common Stock.

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SUPPORT AGREEMENT

 

This support agreement (this “Agreement”) is dated June 28, 2026, and is among Rocket Lab Corporation, a Delaware corporation (“Parent”), and the stockholders of Iridium Communications Inc., a Delaware corporation (the “Company”), listed on the signature pages hereto (each, a “Stockholder” and, collectively, the “Stockholders”).

 

Recitals

 

A.              The Stockholders Own certain shares of Company Common Stock.

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FORM OF PUBCO VOTING AGREEMENT

 

This Voting Agreement (this “Agreement”) is made and entered into as of [   ], 2026, by and among Noble Africa LLC, a Delaware limited liability company and a direct, subsidiary of Parent (as defined below) (the “Company”), ENDRA Life Sciences Inc., a Delaware corporation (“PubCo”), and the undersigned holder (the “Stockholder”) of Shares (as defined below) of PubCo. Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

 

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