Browse EX-10 agreements

, 2026

 

Viking Acquisition Corp. II

900 Third Avenue, 18th Floor,

New York, NY 10022

 

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 Viking Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a Division of Cohen and Company Securities LLC as representative (the “Representative”) 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 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 Sha

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INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of _______, 2026 by and between Viking 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. 333-296719) (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 (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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FORM OF INDEMNITY AGREEMENT

 

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_], 2026, by and between ARC Group Securities Acquisition I, a Cayman Islands exempted company (the “Company”), and the undersigned (“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 attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its Subsidiaries (as defined below) from certain liabilities;

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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 Securities Acquisition I, a Cayman Islands exempted company (the “Company”), and Efficiency INC., a Delaware corporation (the “Trustee”).

 

WHEREAS, the Company’s registration statement on Form S-1, (File No. 333-291302) (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 right that entitles the holder thereof to receive one-quarter of one Ordinary Share and 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;

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[●], 2026

 

ARC Group Securities Acquisition I

398 S. Mill Avenue, Suite 306

Tempe, AZ 85281

 

Re: Administrative Services Agreement

 

Ladies and Gentlemen:

 

This letter agreement by and between ARC Group Securities Acquisition I, a Cayman Islands exempted company (the “Company”) and FDB I, a Cayman Islands limited liability company (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Effective Date”) of the registration statement (the “Registration Statement”) in connection with 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 (or cause other persons to make available) to the Company at

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PRIVATE UNITS PURCHASE AGREEMENT

 

This PRIVATE UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [  ] day of [  ], 2026, by and between ARC Group Securities Acquisition I, a Cayman Islands exempted company (the “Company”) and FDB I, a Cayman Islands limited liability company (“FDBI” or the “Subscriber”).

 

WHEREAS, the Company intends to consummate an initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit consisting of one Class A ordinary share, par value US$0.0001 per share, of the Company (the “Class A Ordinary Shares”), one right entitling the holder to one-quarter of one Class A Ordinary Share (each, a “Public Right”) and one redeemable warrant (a “Public Warrant”) to be governed by the Warrant Agreement to be entered into between the Company and Efficiency, INC. (“Efficiency”), as warrant agent (the “Warrant Agreement”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per Class A Ordinary Share;

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June [*], 2026

 

ARC Group Securities Acquisition I

201B

Tempe, AZ 85281

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 Securities Acquisition I, incorporated in the Cayman Islands as an exempted company (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 (plus 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 US$0.0001 per share (the “Class A Ordinary Shares”), one right to receive one-quarter (1/4) of one Class A Ordinary Share (the “Rights”) and one

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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 Securities Acquisition I, a Cayman Islands exempted company (the “Company”), FDB I, a Cayman Islands limited liability company (the “Sponsor”), and ARC Group Securities LLC (the “Representative”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and Representative 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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INDEMNIFICATION AGREEMENT

 

This Indemnification Agreement (“Agreement”) is made as of _______________ by and between QumulusAI, Inc., a Georgia corporation (the “Company”), and _______________, a resident of the State of _______________ (“Indemnitee”). This Agreement supplements any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement. Any conflict between this and any other agreement shall be construed in favor of indemnification.

 

RECITALS

 

WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations as directors and officers unless they are provided with adequate protection through insurance or adequate indemnification or both against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into between Meridian3 Industrials Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Meridian3 Partners Sponsor 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, each unit consisting of one Class A ordinary share, par value $0.0001 per share, of the Company (each, an “Ordinary Share”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share, as set forth in the Company’s Registration Statement on Form S-1 (File No. 333-296506) (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”).

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [•], 2026 (as it may from time to time be amended, this “Agreement”), is entered into between Meridian3 Industrials Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of the Company’s units, each unit consisting of one Class A ordinary share, par value $0.0001 per share, of the Company (each, an “Ordinary Share”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share, as set forth in the Company’s Registration Statement on Form S-1 (File No. 333-296506) (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”).

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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 Meridian3 Industrials Acquisition Corp, 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. 333-296506 (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering (the “Offering”) of the Company’s units (the “Units”), each of which consists of one Class A ordinary share, par value $0.0001 per share of the Company (the “Ordinary Shares”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share, has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;

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