Browse EX-10 agreements

D. BORAL ARC ACQUISITION III CORP.

10 E. 53rd St. Suite 3001

New York, NY 10022

May 14, 2025

MFH 3, LLC

10 E. 53rd St. Suite 3001

New York, NY 10022

Ladies and Gentlemen:

D. Boral ARC Acquisition III Corp., a British Virgin Islands corporation and blank check company (the “Company”), is pleased to accept the offer MFH 3, LLC, a Delaware limited liability company (the “Subscriber”) has made to purchase 12,321,429 shares of the Company’s Class B ordinary shares (the “Founder Shares”), $0.0001 par value per share (the “Class B Ordinary Shares”), up to 1,607,143 of which are subject to complete or partial forfeiture by the Subscriber if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) 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

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[●], 2026

ARCGroup Acquisition II Corp.

398 S. Mill Avenue, Suite 306

Tempe, AZ 85284

Attention: CEO

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 ARC Group Acquisition II Corp., incorporated in the British Virgin Islands (the “Company”), and ARC Group Securities 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 10,500,000 of the Company’s units (including up to 1,575,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each consisting of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), one right (the “Rights”) and one redeemable warrant to purchase one Class A Ordinary Share (the “***Warrants

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INDEMNITY AGREEMENT

This INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2026, by and between ARC Group Acquisition II Corp, incorporated in the British Virgin Islands (the Company), and _____________ (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 use commercially reasonable efforts 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;

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FIRST AMENDMENT TO PROMISSORY NOTE

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This First Amendment to Promissory Note dated the 28th day of July 2026 (the “First Amendment”) amends that certain original Promissory Note, dated June 4, 2025 (the “Note”), by and among ARC Group Acquisition II Corp (which changed its name from D. Boral ARC Acquisition III Corp.) incorporated in the British Virgin Islands (the “Maker”), and MFH 3, LLC (the “Payee”).

RECITALS

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WHEREAS, the Maker and the Payee desire to enter into this First Amendment pursuant to the terms of the original Note, as set forth below; and

WHEREAS, the original Note provided for a maximum principal amount of up to Three Hundred and Fifty Thousand Dollars ($350,000); and

** **

WHEREAS, the original Note provided for a due date of the earlier of: (i) December 31, 2025, or (ii) the date on which Maker consummates an initial public offering of its securities; and

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[●], 2026

ARC Group Acquisition II Corp

398 S. Mill Avenue, Suite 306

Tempe, AZ 85284

Re: Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between ARC Group Acquisition II Corp, incorporated in the British Virgin Islands (the “Company”) and MFH 3, LLC, a Delaware limited liability company (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the Company’s securities and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), the Sponsor shall make available to the Company certain office space, utilities and secretarial support as may be required by the Company from time to time, situated at 398 S. Mill Avenue

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of _____, 2026 by and between ARC Group Acquisition II Corp., incorporated in the British Virgin Islands (the “Company”), and VStock Transfer LLC (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 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”), one right entitling the holder to one-fourth (1/4) of one Ordinary Shares and one redeemable 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;

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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.

PROMISSORY NOTE

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Principal Amount: Up to $350,000	Dated as of June 4, 2025

** **

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REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT

THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among ARC Group Acquisition II Corp, incorporated in the British Virgin Islands limited by shares (the “Company”), MFH 3, LLC, a Delaware limited liability company (the “Sponsor”), and ARC Group Securities LLC and IB Capital LLC(the “Representatives”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and Representatives and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).

RECITALS

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EXCHANGE AGREEMENT

This EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of [ l ], 2026 by and among Orion180 Insurance Group Inc., a Texas corporation (the “Company”), and Kenneth Gregg (the “Founder”).

RECITALS

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its shareholders to implement a dual class structure in connection with the Company’s proposed initial public offering of its capital stock in a firm commitment underwritten offering (the “IPO”) pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”);

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ORION180 INSURANCE GROUP, INC.2026 INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT GRANT NOTICE

Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the “GrantNotice”) have the meanings given to them in the 2026 Incentive Award Plan (as amended from time to time, the “Plan”) of Orion180 Insurance Group, Inc. (the “Company”).

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EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of July 23, 2026 (the “Effective Date”), is entered into by and between Orion180 Insurance Group Inc., a Texas corporation (the “Company”) and Ken Gregg (the “Executive”).

WHEREAS, the Company desires to employ the Executive and the Company and the Executive desire to enter into an agreement embodying the terms of such employment, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1.Employment Period. Effective upon the Effective Date, the Executive’s employment hereunder shall be for a term commencing on the Effective Date and continuing until terminated in accordance with Section 3 (the “Employment Period”).

2.Terms of Employment.

(a)Position and Duties.

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EQUITY INCENTIVE PLAN OF

ORION180 GROUP, INC.

(As of August 7, 2024)

1.Purpose; Eligibility.

1.1General Purpose. The name of this plan is the Equity Incentive Plan of Orion180 Group, Inc. (the “Plan”). The purposes of the Plan are to (a) enable Orion180 Group, Inc., a Florida corporation (the “Company”), to attract and retain the types of Employees who will contribute to the Company’s long range success; (b) provide incentives that align the interests of Employees with those of the shareholders of the Company; and (c) promote the success of the Company’s business and the business of its Affiliates.

1.2Eligible Award Recipients. The persons eligible to receive Awards are certain Employees of the Company and its Affiliates, as determined in the sole discretion of the Committee.

1.3Available Awards. Awards that may be granted under the Plan include Non-Qualified Stock Options.

2.Definitions.

“Affiliate” means a corporation or other entity that, directly or through one or more intermediaries, controls, is controlled by or is under common control with, the Company.

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