Browse EX-10 agreements

SPONSOR SUPPORT AND LOCK-UP AGREEMENT AND DEED

This SPONSOR SUPPORT AND LOCK-UP AGREEMENT AND DEED (this “Agreement”) is made as a deed as of August 27, 2026, by and among Astrum Space Inc, an exempted company incorporated with limited liability under the laws of the Cayman Islands, (the “Company”), Black Spade Acquisition III Co, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“BIII”), Black Spade Sponsor LLC III, a limited liability company registered under the laws of the Cayman Islands (the “Sponsor”), and each of the undersigned Persons listed on Schedule A to this Agreement (each, together with the Sponsor, the “Sponsor Parties”).

RECITALS

WHEREAS, BIII, the Company and Astrum Networks Pte. Ltd., a private company limited by shares incorporated under the laws of Singapore and a wholly owned subsidiary of the Company (“Astrum Singapore”) are concurrently herewith entering into a Business Combination Agreement (as the same may be amended, restated or supplemented, the “Business Combination Agreement”) providing for, among other things, the merger of the Company with and into BIII, with BIII being the surviving entity and continuing its existence as a publicly traded company listed on the New York Stock Exchange (the “Merger”).

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SHAREHOLDERS SUPPORT AND LOCK-UP AGREEMENT AND DEED

This SHAREHOLDERS SUPPORT AND LOCK-UP AGREEMENT AND DEED (this “Agreement”) is made as a deed as of August 27, 2026, by and among Astrum Space Inc, an exempted company incorporated with limited liability under the laws of the Cayman Islands, (the “Company”), Black Spade Acquisition III Co, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“BIII”), and Astrum Space Holding Inc, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Astrum Holding”).

RECITALS

WHEREAS, BIII, the Company and Astrum Networks Pte. Ltd., a private company limited by shares incorporated under the laws of Singapore and a wholly owned subsidiary of the Company (“Astrum Singapore”) are concurrently herewith entering into a Business Combination Agreement (as the same may be amended, restated or supplemented, the “Business Combination Agreement”) providing for, among other things, the merger of the Company with and into BIII, with BIII being the surviving entity and continuing its existence as a publicly traded company listed on the New York Stock Exchange (the “Merger”).

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EXECUTION VERSION

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CREDIT AGREEMENT


dated as of


August 25, 2026


among


PERMA-PIPE INTERNATIONAL HOLDINGS, INC.,
as the Borrower


The other Loan Parties Party Hereto,


The Lenders Party Hereto


and


JPMORGAN CHASE BANK, N.A.,
as Administrative Agent

___________________________

JPMORGAN CHASE BANK, N.A.,
as Sole Bookrunner and Sole Lead Arranger

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TABLE OF CONTENTS

Page

ARTICLE I Definitions		1
SECTION 1.01.	Defined Terms	1
SECTION 1.02.	Classification of Loans and Borrowings	46
SECTION 1.03.	Terms Generally	46
SECTION 1.04.	Accounting Terms; GAAP	47

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MASTER TRANSACTION AGREEMENT

by and between

VELOCITY COMMERCIAL CAPITAL, LLC

and

TITAN RR LLC

Dated as of August 26, 2026

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*TABLE OF CONTENTS *

| | | | | | | | | :-------------------------------------------: | - | ------------------------------------------------------ | : | :--: | -: | - | | | | | | | | | | | | | | Page | | | | | | | | | | | | ARTICLE I | | | | | | | | DEFINITIONS | | | | | 1 | | | | | | | | | | | Section 1.01 | | Definitions | | | 1 | | | Section 1.02 | | Interpretation | | | 5 | |

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August 19, 2026

Chris Boynton

[Redacted]

Dear Chris,

We are pleased to offer you the position of Chief Financial Officer (CFO) at Karman Space & Defense (“Karman” or the “Company”) reporting to Jon Rambeau, Chief Executive Officer. Your anticipated start date will be Monday, September 14, 2026 (the “Start Date”). This agreement is contingent upon and subject to your commencing employment with the Company and the approval of the Company’s Compensation Committee.

Your annual salary for this exempt position is $750,000 (the “Base Salary”) subject to applicable tax withholding, paid on a bi-weekly basis pursuant to Karman’s regular payroll policy.

You will also be provided a one-time, sign-on bonus of $500,000 upon the start of your employment, less applicable taxes and authorized deductions and payable within 30 days of your start date. In the event you resign without Good Reason or are terminated for Cause within 12 months of your Start Date, you will be required to repay 100% of the sign-on bonus.

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CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS CONFIDENTIAL AND PRIVATE AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF DISCLOSED.

[***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

DEVELOPMENT AGREEMENT

by and between

** **

Spinnova Oy,

** **

ECCO Sko A/S

** **

and

** **

Respin Oy

November 5, 2020

DEVELOPMENT AGREEMENT

	2.	THIS DEVELOPMENT AGREEMENT (the Agreement) is entered into on November 5, 2020, by and between

	3.	Spinnova Oy, a limited liability company incorporated and existing under the laws of (Finland) (Business ID 2653299-6) (Spinnova);

ECCO Sko A/S, a limited liability company incorporated and existing under the laws of Denmark (company registration No. 45349918) (ECCO); and

Respin Oy, a limited liability company incorporated and existing under the laws of Finland (Business ID [ ]) (the Company).

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CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS CONFIDENTIAL AND PRIVATE AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF DISCLOSED.

[***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

LICENSE AGREEMENT

** **

by and among
Spinnova Oy,
ECCO Sko A/S
and

** **

Respin Oy

** **

November 5, 2020

LICENSE AGREEMENT

** **

THIS LICENSE AGREEMENT (the Agreement) is entered into on November 5, 2020, by and between

** **

	2.	Spinnova Oy, a limited liability company incorporated and existing under the laws of Finland (***) (Spinnova);

** **

	3.	ECCO Sko A/S, a limited liability company incorporated and existing under the laws of Denmark (***) (ECCO); and

** **

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CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS CONFIDENTIAL AND PRIVATE AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF DISCLOSED.

[***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

EXECUTION COPY

JOINT VENTURE AGREEMENT

** **

by and between

** **

KT Trading AG

** **

and

** **

Spinnova Oy

** **

relating to

** **

Respin Oy

** **

5 November 2020

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CONTENTS

1.	DEFINITIONS ****		1
2.	BUSINESS OF THE COMPANY		6
	2.1	Objectives of the Co-Investors	6
	2.2	Business Plan	6

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	Confidential

Executive Agreement

	1.	Parties to the Agreement

This executive agreement (Agreement) has been entered into between the following parties:

(1) Spinnova Oyj (Company), business ID ***, address: Palokärjentie 2-4, 40320 Jyväskylä.

(2) Mikko Lassila (***), address: *** (hereinafter the “Executive”)

(The Company and the Executive hereinafter jointly the “Parties” and separately a “Party”)

	1.	Employment Relationship

The Executive’s employment relationship begins on 16 February 2026. The Executive’s employment relationship is valid until further notice, and the Executive undertakes to be available to the Company as agreed below. The employment relationship is subject to a probationary period of six (6) months. During the probationary period, either Party is entitled to terminate the Agreement with immediate effect without any notice period.

	2.	Duties and Place of Work

The Executive shall serve as Chief Commercial Officer, and the Executive’s principal duties shall be to lead the Company’s commercial operations. The Executive shall serve as a member of the Company’s management team. In addition, the Company may assign other duties to the Executive.

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	Confidential

Executive Employment Agreement

	1.	Parties to the Agreement

This executive employment agreement (Agreement) has been entered into between the following parties:

(1) Spinnova Oyj (Company), business ID ***. Address: Palokärjentie 2-4, 40320 Jyväskylä.

(2) Johanna Valkama (***), address: *** (hereinafter the “Executive”)

(The Company and the Executive hereinafter jointly the “Parties” and separately a “Party”)

	1.	Employment Relationship

The Executive’s employment relationship commenced on 19 August 2024. The Executive’s employment relationship is valid until further notice, and the Executive undertakes to be available to the Company as agreed below. This employment agreement replaces all previous employment agreements entered into with the Executive. No probationary period applies to this agreement.

	2.	Position and Place of Work

The Executive shall serve as General Counsel, and her principal duties shall be to lead the Company’s legal, investor relations and communications functions. The Executive shall serve as a member of the Company’s management team. In addition, the Company may also assign other duties to the Executive.

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	Confidential

Executive Agreement

	1.	Parties to the Agreement

This executive agreement (Agreement) has been entered into between the following parties:

(1) Spinnova Oyj (Company), business ID ***. Address: Palokärjentie 2-4, 40320 Jyväskylä.

(2) Santeri Heinonen (***), address: *** (hereinafter the “Executive”)

(The Company and the Executive hereinafter jointly the “Parties” and separately a “Party”)

	1.	Employment Relationship

The Executive’s employment relationship commenced on 2 May 2023. The Executive’s employment relationship is valid until further notice, and the Executive undertakes to be available to the Company as agreed below. This employment agreement supersedes all previous employment agreements entered into with the Executive. No probationary period applies to this agreement.

	2.	Position and Place of Work

The Executive shall serve as Chief Finance and People Officer, and his main duties shall be to lead the Company’s finance, human resources, information technology, security and procurement functions. The Executive shall serve as a member of the Company’s management team. In addition, the Company may assign other duties to the Executive.

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	Confidential

Executive Employment Agreement

	1.	Parties to the Agreement

This executive employment agreement (Agreement) has been entered into between the following parties:

(1) Spinnova Oyj (Company), business ID ***. Address: Palokärjentie 2-4, 40320 Jyväskylä.

(2) Juha Salmela (***), address: *** (hereinafter the “Executive”)

(The Company and the Executive hereinafter jointly the “Parties” and separately a “Party”)

	1.	Employment Relationship

The Executive’s employment relationship began on 15 January 2015. The Executive’s employment relationship is valid until further notice and the Executive undertakes to be available to the Company as agreed below. This employment agreement replaces all previous employment agreements entered into with the Executive. No probationary period applies to this Agreement.

	2.	Position and Place of Work

The Executive shall serve as Chief Technology Officer, and his principal duties shall be to lead the Company’s technology development. The Executive shall be a member of the Company’s management team. In addition, the Company may assign other duties to the Executive.

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