Browse EX-10 agreements

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Exhibit 10.9

Support Services Letter Agreement

This support services letter agreement (the “Letter Agreement”) is entered into as of August 21, 2026, by and among Chardan Capital Markets LLC (“Chardan”), Rainier Acquisition Corporation (the “Company”), and Ravenna 7 LLC (the “Sponsor”).

WHEREAS, Chardan has been engaged as lead or managing underwriter in connection with the proposed initial public offering of units (the “Offering”) by the Company pursuant to that certain Engagement Letter dated August 3, 2026, by and among Chardan, the Company, and the Sponsor (the “Engagement Letter”);

WHEREAS, the Company and the Sponsor have requested, and Chardan has agreed, that certain Chardan personnel assist the Company with specified formation, organizational, and administrative matters in connection with the Offering;

WHEREAS, the parties acknowledge that, prior to the date of this Letter Agreement, certain Designated Personnel (as defined below) have provided services to the Company and/or the Sponsor of substantially similar nature to the Support Services (as defined below) described herein, commencing in approximately February 2026, at Chardan’s request and in such Designated Personnel’s capacity as employees of Chardan, and the parties confirm their mutual understanding that such prior services were provided on the same basis and subject to the same limitations as the Support Services set forth in this Letter Agreement, including that such prior services did not create an attorney-client relationship between any Bar-Licensed Personnel (as defined

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Exhibit 10.5

THIS 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 MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.

GRID PROMISSORY NOTE

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Principal Amount: Up to $300,000.00	Dated as of August 21, 2026

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Rainier Acquisition Corporation, a Cayman Islands Exempted Company (the “Maker”), promises to pay to the order of Ravenna 7 LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”), the aggregate unpaid principal amount of all advances made by Payee to Maker under this Note, up to a maximum principal amount of Three Hundred Thousand Dollars ($300,000.00) outstanding at any time, together with all accrued interest, fees, and other amounts payable hereunder, 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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Exhibit 10.1

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INVESTMENT MANAGEMENT TRUST AGREEMENT

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This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2026 by and between Rainier Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

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WHEREAS, the Company’s registration statement on Form S-1, File No. 333-298076 (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units, each such public unit comprised of one Class A ordinary share, par value $0.0001 per share (“Ordinary Shares”) and one-quarter of a redeemable warrant to purchase one Class A 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; and

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WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Chardan Capital Markets LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”) named therein; and

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Exhibit 10.20

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NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN  EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT  TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

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Principal Amount: $150,000.00	Issue Date: June 29, 2026
Actual Amount of Purchase Price: $135,000.00	​

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PROMISSORY NOTE

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20NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN  EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT  TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

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Principal Amount: $227,150.00	Issue Date: June 10, 2026
Actual Amount of Purchase Price: $206,500.00	​

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PROMISSORY NOTE

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THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

THE ISSUE PRICE OF THIS NOTE IS $134,960.00

THE ORIGINAL ISSUE DISCOUNT IS $14,460.00

Principal Amount: $134,960.00	Issue Date: June 1, 2026
Purchase Price: $120,500.00	​

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PROMISSORY NOTE

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THIS CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE **“SECURITIES ACT”), **OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE MAKER MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TO THE EFFECT THAT ANY SALE OR OTHER DISPOSITION IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

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CONVERTIBLE PROMISSORY NOTE

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Total Principal Amount: $500,000	​ ​ ​	Dated as of April 28, 2026

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THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

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THE ISSUE PRICE OF THIS NOTE IS $146,160.00

THE ORIGINAL ISSUE DISCOUNT IS $15,660.00

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Principal Amount: $146,160.00** **Price: $130,500.00	Issue Date: April 20, 2026 Purchase

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PROMISSORY NOTE

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NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal Amount: $ [  ]

Issue Date: [  ]

PROMISSORY NOTE

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BRIDGE LOAN AGREEMENT

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THIS BRIDGE LOAN AGREEMENT (this “Agreement”) is made and entered into as of 15th May 2026 (the “Effective Date”), by and between:

LENDER: Astrabridge Inc., a Delaware corporation (“Lender”)

BORROWER: ConnectM Technology Solutions Inc., a Delaware corporation (“Borrower”)

Borrower requires short-term bridge financing for working capital and general corporate purposes, and Lender is willing to make available a short-term loan facility on the terms below.

RECITALS

**A.**Borrower is currently pursuing an uplisting or relisting on either the Nasdaq Stock Market or the New York Stock Exchange (collectively, the “Uplisting Process”), which is expected to be completed within approximately 60-75 days.

**B.**Borrower requires short-term bridge financing to support operations and working capital needs during the Uplisting Process.

**C.**Lender is willing to provide a bridge loan to Borrower in the principal amount of One Million and Five Hundred Thousand Dollars ($1,500,000), subject to the terms and conditions set forth in this Agreement.

**D.**Borrower expects to secure either (i) a larger bridge financing facility of $2,000,000 to $2,500,000 within approximately 30 days, or (ii) alternative financing from Ayrton LLC or similar sources, either of which would be used to repay this Loan in full.

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PROMISSORY NOTE

USD $200,000

Date: 13th May, 2026

FOR VALUE RECEIVED, ConnectM Technology Solutions, Inc., a corporation duly incorporated and existing under the laws of its jurisdiction of incorporation, having its principal place of business at 2 Mount Royal Ave, Suite 550, Marlborough, MA 01752 (the “Borrower”), hereby unconditionally promises to pay to AstraBridge Inc., a Wyoming corporation having its registered office at 30 N Gould St, Ste R, Sheridan, WY 82801 (the “Lender”), or its permitted assigns, the principal sum of Two Hundred Fifty Thousand United States Dollars (USD $200,000) (the “Principal Amount”), together with interest, fees, and other amounts payable as set forth herein.

This Promissory Note (this “Note”) evidences a short-term bridge loan extended by the Lender to the Borrower for legitimate business purposes, including working capital and general corporate requirements. The Principal Amount outstanding from time to time shall bear interest at a rate of twenty percent (20%) per annum, calculated on a simple interest basis, computed on the basis of a 360-day year for the actual number of days elapsed, and accruing from the date of disbursement until the date of repayment in full.

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PROMISSORY NOTE

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USD $250,000

Date: 19th April, 2026

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FOR VALUE RECEIVED, ConnectM Technology Solutions, Inc., a corporation duly incorporated and existing under the laws of its jurisdiction of incorporation, having its principal place of business at 2 Mount Royal Ave, Suite 550, Marlborough, MA 01752 (the “Borrower”), hereby unconditionally promises to pay to AstraBridge Inc., a Wyoming corporation having its registered office at 30 N Gould St, Ste R, Sheridan, WY 82801 (the “Lender”), or its permitted assigns, the principal sum of Two Hundred Fifty Thousand United States Dollars (USD $250,000) (the “Principal Amount”), together with interest, fees, and other amounts payable as set forth herein.

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This Promissory Note (this “Note”) evidences a short-term bridge loan extended by the Lender to the Borrower for legitimate business purposes, including working capital and general corporate requirements. The Principal Amount outstanding from time to time shall bear interest at a rate of twenty percent (20%) per annum, calculated on a simple interest basis, computed on the basis of a 360-day year for the actual number of days elapsed, and accruing from the date of disbursement until the date of repayment in full.

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