Browse EX-10 agreements

CELCUITY INC.

2026 STOCK INCENTIVE PLAN

STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT (“Option Agreement”) is entered into as of the “Grant Date” set forth below, by and between Celcuity Inc., a Delaware corporation (the “Company”) and the Participant named below (the “Optionee”). The Option granted hereby is granted under the Celcuity Inc. 2026 Stock Incentive Plan (the “Plan”). Unless otherwise defined herein, any capitalized terms used in this Option Agreement will have the meanings given to them in the Plan as it currently exists or is amended in the future.

1.

Grant of Option. The Company hereby grants to the Optionee an Option to purchase the number of Shares set forth below, at the exercise price per Share set forth below, subject to the terms and conditions of the Plan, which is incorporated herein by reference. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Option Agreement, the terms and conditions of the Plan will prevail except as expressly overridden in this Option Agreement.

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CELCUITY INC.

AMENDED AND RESTATED 2017 EMPLOYEE STOCK PURCHASE PLAN

The following constitute the provisions of the Employee Stock Purchase Plan of Celcuity Inc.

1. Purpose.The purpose of the Celcuity Inc.’s Amended and Restated 2017 Employee Stock Purchase Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company. It is the intention of the Company to have the Plan qualify as an “Employee Stock Purchase Plan” under Section 423 of the Code. The provisions of the Plan shall, accordingly, be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code.

2. Definitions.

(a) “Board” means the Board of Directors of the Company.

(b) “Code” means the Internal Revenue Code of 1986, as amended.

(c) “Committee” means the Board, or a committee named by the Board. The Committee shall be the Compensation Committee of the Board of Directors unless otherwise specified by the Board.

(c) “Common Stock” means the Common Stock of the Company.

(d) “Company” means Celcuity Inc., a Delaware corporation.

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Exhibit 10.9

FDB II, LLC

398 S. Mill Avenue, Suite 306

Tempe, AZ 85284

[●], 2026

ARC Group Securities Acquisition II

****398 Mill Avenue

Suite 306

Tempe, AZ 85281

Re: Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between ARC Group Securities Acquisition II, incorporated in the Cayman Islands (the “Company”) and FDB II, a Cayman Islands 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 Mill Avenue, Suite 306, Tempe, AZ 85281 (or any successor location).

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INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2026 by and between ARC Group Securities Acquisition II, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).

RECITALS

WHEREAS, the board of directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, persons who serve the Company and its direct and indirect subsidiaries (collectively, the “Company Group”) to the fullest extent permitted by applicable law and the Charter (as defined below);

WHEREAS, while the amended and restated memorandum and articles of association of the Company, as amended and restated from time to time (the “Charter”), provide for the indemnification of the officers and directors of the Company, Indemnitee may also be entitled to indemnification pursuant to Cayman Islands law and the indemnification provisions set forth in the Charter are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification, hold harmless, exoneration, advancement and reimbursement rights;

WHEREAS, this Agreement is a supplement to and in furtherance of the Charter and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;

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FORM OF PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [_], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between ARC Group Securities Acquisition II, a Cayman Islands exempted company (the “Company”), and FDB II, a Cayman Islands limited liability company (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A ordinary share, par value US$0.0001 per share, of the Company (an “Ordinary Share”), one redeemable warrant (a “Warrant”) to purchase one Ordinary Share (a “Warrant Share”) to be governed by the Warrant Agreement to be entered into between the Company and Odyssey Transfer and Trust Company (“Odyssey”), as warrant agent (the “Warrant Agreement”) and one right entitling the holder thereof to receive one-quarter (1/4) of the one Class A ordinary share upon consummation of our initial business combination (the “Right Shares”) to be governed by the Rights Agreement between the Company and Odyssey (the “Rights Agreement”). The Purchaser has agreed to purchase an aggregate of 105,000 private placement units (whether or not the underwriters’ over-allotment option is exercised) (the “Private Placement Units”), each Private Placement Unit comprised of one Ordinary Share (the “Private Placement Shares”), one redeemable Warrant (the “Private Placement Warrants”) to purchase

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FORM OF REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [_], 2026 is made and entered into by and among ARC Group Securities Acquisition II, a Cayman Islands exempted company (the “Company”), FDB II, a Cayman Islands limited liability company (the “Sponsor”), ARC Group Securities LLC (the “Representative”) and Clear Street LLC (“Clear Street”) and, together with the Sponsor, the Representative and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, each such party, a “Holder” and collectively the “Holders”).

RECITALS

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “IPO”), each unit consisting of one Class A ordinary share, par value US$0.0001 per share, of the Company (the “Ordinary Shares”), one redeemable warrant (a “Warrant”) to be governed by the Warrant Agreement to be entered into between the Company and Odyssey Transfer and Trust Company ( “Odyssey”), as warrant agent (the “Warrant Agreement”), and one right (a “Right”) entitling the holder thereof to receive one-quarter (1/4) of the one Ordinary Share upon consummation of our initial business combination to be governed by the Rights Agreement to be entered between the Company and Odyssey (the “Rights Agreement”);

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FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of __________, 2026, by and between ARC Group Securities Acquisition II, a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-291339) (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 US$0.0001 per share (each, an “Ordinary Share”), one redeemable warrant entitling the holder thereof to purchase one Ordinary Share, and one right entitling the holder thereof to receive one-forth (1/4) of one Ordinary Share upon the consummation of an initial business combination (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

WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with ARC Group Securities LLC (“ARC Group Securities”) as the representative (the “Representative”) of the underwriters named therein; and

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Exhibit 10.1

[_], 2026

ARC Group Securities Acquisition II

398 Mill Avenue

Suite 306

Tempe, Arizona 85281

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 II, a Cayman Islands exempted company (the “Company”) and ARC Group Securities LLC, as representative (the “Representative”) of the underwriters (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value US$0.0001 per share, of the Company (the “Class A Ordinary Shares”), one redeemable warrant (each a “Warrant”) and one right entitling the holder thereof to receive one-quarter (1/4) of the one Class A Ordinary Share upon consummation of our initial business combination. Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statement on Form S-1 (File No. 333-291339) and prospectus (the “Prospectus”) filed by the Company with

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Execution Version AMENDMENT TO CREDIT AGREEMENT This AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of July 31, 2026 (the “Effective Date”), by and among KWS Solar Term Parent 1, LLC, a Delaware limited liability company (“KWS 1”), KWS Solar Term Parent 2, LLC, a Delaware limited liability company (“KWS 2”), KWS Solar Term Parent 3, LLC, a Delaware limited liability company (“KWS 3”), and Spruce Power 3 HoldCo, LLC, a Delaware limited liability company (“SP3”, together with KWS 1, KWS 2 and KWS 3, the “Co-Borrowers”), KeyBank National Association (the “Administrative Agent”) and the undersigned Lenders. Capitalized terms used but not otherwise defined within the body of this Amendment shall have the meanings given to them in the Credit Agreement (defined below). WHEREAS, the Co-Borrowers, the Administrative Agent and the Lenders are parties to that certain Amended and Restated Credit Agreement, dated as of March 19, 2021 (as amended by (a) the Omnibus Amendment and Accession, dated as of April 8, 2022; (b) the Consent and Amendment, dated July 12, 2022; (c) the Waiver and Second Amendment to Amended and Restated Credit Agreement, dated July 12, 2022; (d) the Consent and Amendment, dated August 18, 2023; (e) the Limited Waiver and Consent, dated April 30, 2024; (f) the Consent Agreement, dated as of October 31, 2025, (g) the Consent and Amendment, dated March 27, 2026, and as amended as of the date hereof and as may be further amended, restated, or modified from time to time, the “Credit Agreement”); WHEREAS, pursuant to Section 5.31 of the

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Execution Version -1- 136864541.v11 CONSENT AND AMENDMENT This CONSENT AND AMENDMENT (this “Consent”) is made and entered into as of March 27, 2026 (the “Effective Date”), by and among KWS Solar Term Parent 1, LLC, a Delaware limited liability company (“KWS 1”), KWS Solar Term Parent 2, LLC, a Delaware limited liability company (“KWS 2”), KWS Solar Term Parent 3, LLC, a Delaware limited liability company (“KWS 3”), and Spruce Power 3 HoldCo, LLC, a Delaware limited liability company (“SP3”, together with KWS 1, KWS 2 and KWS 3, the “Co-Borrowers”), KeyBank National Association (the “Administrative Agent”) and the undersigned Lenders. Capitalized terms used but not otherwise defined within the body of this Consent shall have the meanings given to them in the Credit Agreement (defined below). WHEREAS, the Co-Borrowers, the Administrative Agent and the Lenders are parties to that certain Amended and Restated Credit Agreement, dated as of March 19, 2021 (as amended by (a) the Omnibus Amendment and Accession, dated as of April 8, 2022; (b) the Consent and Amendment, dated July 12, 2022; (c) the Waiver and Second Amendment to Amended and Restated Credit Agreement, dated July 12, 2022; (d) the Consent and Amendment, dated August 18, 2023; (e) the Limited Waiver and Consent, dated April 30, 2024; and (f) the Consent Agreement, dated as of October 31, 2025, and as amended as of the date hereof and as may be further amended, restated, or modified from time to time, the “Credit Agreement”); WHEREAS, the SVB Borrower is party to the Amended and Restated Credit Agreement, dated as of

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Execution Version ACTIVE 689552132v4 -1- CONSENT AND AMENDMENT This CONSENT AND AMENDMENT (this “Consent”) is made and entered into as of August 18, 2023 (the “Effective Date”), by and among KWS Solar Term Parent 1, LLC, a Delaware limited liability company (“KWS 1”), KWS Solar Term Parent 2, LLC, a Delaware limited liability company (“KWS 2”), KWS Solar Term Parent 3, LLC, a Delaware limited liability company (“KWS 3”), and Spruce Power 3 Holdco, LLC, a Delaware limited liability company (“SP3”, together with KWS 1, KWS 2 and KWS 3, the “Co-Borrowers”), KeyBank National Association (the “Administrative Agent”) and the undersigned Lenders. Capitalized terms used but not otherwise defined within the body of this Consent shall have the meanings given to them in the Credit Agreement (defined below). WHEREAS, the Co-Borrowers, the Administrative Agent and the Lenders are parties to that certain Amended and Restated Credit Agreement, dated as of March 19, 2021, as amended by that certain Omnibus Amendment and Accession, dated as of April 8, 2022 (the “Credit Agreement”); WHEREAS, the Boardwalk Borrower is party to the Boardwalk Credit Agreement, dated as of July 12, 2022, among the Boardwalk Borrower, Silicon Valley Bank, and the lenders party thereto, and in consultation with and with agreement from relevant Affiliates, desires to amend and restate the Boardwalk Credit Agreement pursuant to a proposed Second Amended and Restated Credit Agreement, dated as of the Effective Date (the “Second A&R Boardwalk Credit Agreement”), and the Boardwalk Borrower is a “Subsidiary” of the

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Execution Version - 1 - WAIVER AND SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This WAIVER AND SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 12, 2022 (this “Agreement”), is entered into by and among KWS Solar Term Parent 1 LLC, a Delaware limited liability company (“Co-Borrower 1”), KWS Solar Term Parent 2 LLC, a Delaware limited liability company (“Co-Borrower 2”), KWS Solar Term Parent 3 LLC, a Delaware limited liability company (“Co-Borrower 3”), and Spruce Power 3 Holdco, LLC, a Delaware limited liability company (“Co-Borrower 4”) (collectively, the “Co-Borrowers” and each individually a “Co-Borrower”), the undersigned financial institutions as Lenders (each individually a “Lender” and, collectively, the “Lenders”), and KeyBank National Association, in its capacities as Administrative Agent, Collateral Agent and Depository Agent. As used in this Agreement, capitalized terms that are not defined herein shall have the meanings ascribed to such terms in the Credit Agreement (defined below). W I T N E S S E T H WHEREAS, the Co-Borrowers, the Lenders and the Administrative Agent are party to that certain Amended and Restated Credit Agreement, dated as of March 19, 2022 (as amended by that certain Omnibus Amendment and Accession, dated as of April 8, 2022, and as further amended, restated, or modified from time to time, the “Credit Agreement”). WHEREAS, the Co-Borrowers have requested that the Loan Documents be waived and amended as set forth herein. WHEREAS, in connection with this request, the Co-Borrowers and the undersigned

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