Browse EX-10 agreements

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [*], 2026, is made and entered into by and among Lucens Capital Acquisition Corp I, a Cayman Islands exempted company (the “Company”), Lucens Capital Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), EarlyBirdCapital, Inc. (“EBC”), and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and EBC and any person or entity who hereafter becomes a party to this Agreement pursuant to* Section 5.2* of this Agreement, a “Holder” and collectively the “Holders”).

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RECITALS

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EARLYBIRDCAPITAL, INC.

SUBSCRIPTION AGREEMENT

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June 23, 2026

Lucens Capital Acquisition Corp. I

c/o Suite 210, 2nd Floor, Windward III

Regatta Office Park, Grand Cayman

PO Box 500, KY1-1106

Dear Sirs:

The undersigned and/or its designees hereby offer to purchase and subscribe for an aggregate of 125,000 ordinary shares (“Shares”), par value $0.0001 per share, of Lucens Capital Acquisition Corp. I (the “Company”) for an aggregate purchase price, and total consideration, of $815.21 (or $0.00652174 per share). The Company agrees to issue the Shares in the name and the amount of each of the designees of the undersigned, pursuant to Schedule A attached hereto.

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Lucens Capital Acquisition Corp I

136 Madison Avenue

6th Floor

New York, New York 10016[●], 2026

Lucens Capital Sponsor, LLC136 Madison Avenue
6th Floor
New York, New York 10016

Re:* Administrative Services Agreement*

Ladies and Gentlemen:

This letter agreement (this “Agreement”) by and between Lucens Capital Acquisition Corp I (the “Company”) and Lucens Capital Sponsor, LLC (“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 New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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**EARLYBIRDCAPITAL, INC. **

**366 Madison Avenue, 8th Floor **

**New York, New York 10017 **

New York, New York

[●], 2026

**Lucens Capital Acquisition Corp I **

136 Madison Avenue
6th Floor
New York, New York 10016

Ladies and Gentlemen:

This is to confirm our agreement (this “Agreement”) whereby Lucens Capital Acquisition Corp I, a Cayman Islands exempted company (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company’s merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-[●]) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).

1. Services and Fees.

(a) The Advisor will, if requested by the Company:

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and Lucens Capital Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and Lucens Capital 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 (the “Public Units”), each Public Unit consisting of one ordinary share of the Company, par value $0.0001 per share (each, a “Share”) and one-half of one redeemable warrant (the “Warrant”). The Purchaser has agreed to purchase an aggregate of 300,000 units (or 307,500 units in the aggregate to the extent the over-allotment option in connection with the Public Offering is exercised in full) (the “Private Placement Units”).

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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 COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

$300,000.00	As of June 19, 2026

Lucens Capital Acquisition Corp I, a Cayman Islands exempted company (“Maker”) promises to pay to the order of Lucens Capital Sponsor, LLC or its successors or assigns (“Payee”) the principal sum of up to Three Hundred Thousand Dollars and No Cents ($300,000.00) in lawful money of the United States of America, on the terms and conditions described below.

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [*], 2026 by and between Lucens Capital Acquisition Corp I, 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-[*]) (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 ordinary share, par value $0.0001 per share (the “Shares”), and one-half of one redeemable warrant, 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 EarlyBirdCapital, Inc., as representative (the “Representative”) of the several underwriters (the “Underwriters”) named therein;

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Lucens Capital Acquisition Corp I

c/o Suite 210, 2nd Floor, Windward III

Regatta Office Park, Grand Cayman

PO Box 500, KY1-1106

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June 19, 2026

Lucens Capital Sponsor, LLC

Av. Libertador 101, Al Río Docks

Núcleo 2, Piso 3, Oficina 305

Vicente López, B1638BEA, Argentina

RE: *Securities Subscription Agreement *

Ladies and Gentlemen:

This agreement (the “Agreement”) is between Lucens Capital Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Lucens Capital Acquisition Corp I, a Cayman Islands exempted company (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 3,833,333 Ordinary Shares, $0.0001 par value per share of the Company (the “Shares”), up to 500,000 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company an

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INDEMNIFICATION AGREEMENT

This agreement, made and entered into effective as of [●], 2026 (“Agreement”), by and between Lucens Capital Acquisition Corp I, a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).

WHEREAS, the Board of Directors of the Company (“Board”) has determined that the ability to attract and retain qualified officers and directors is in the best interests of the Company’s shareholders; and

WHEREAS, it is reasonable, prudent and necessary for the Company to obligate itself contractually to indemnify such persons to the fullest extent permitted by applicable law so that such persons will serve or continue to serve the Company free from undue concern that they will not be adequately indemnified; and

WHEREAS, this Agreement is a supplement to and in furtherance of the Company’s Amended and Restated Memorandum and Articles of Association and any resolutions adopted pursuant thereto and shall neither be deemed to be a substitute therefor nor to diminish or abrogate any rights of Indemnitee thereunder; and

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RAINIER ACQUISITION CORPORATION

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INDEMNIFICATION AGREEMENT

(For Directors of a Cayman Islands Exempted Company)

This Indemnification Agreement (“Agreement”) is made as of [●] by and between Rainier Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).

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RECITALS

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WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company;

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WHEREAS, in order to induce Indemnitee to provide or continue to provide services to the Company, the Company wishes to provide for the indemnification of, and advancement of expenses to, Indemnitee to the maximum extent permitted by law and the Articles (as defined below);

WHEREAS, the amended and restated memorandum and articles of association of the Company (as amended and/or restated and in effect from time to time, the “Articles”) require indemnification of the officers and directors of the Company, and Indemnitee may also be entitled to indemnification pursuant to the applicable laws of the Cayman Islands;

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Chardan Healthcare Acquisition 4 Company

17 State Street, 21st Floor

New York, New York 10004

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April 13, 2023

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Ravenna 7 LLC

17 State Street, 21st Floor

New York, New York 10004

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RE: Subscription Agreement

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Ladies and Gentlemen:

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We are pleased to accept the offer Ravenna 7 LLC (the “Subscriber” or “you”) has made to purchase 2,000,000 shares (“Founder Shares”) of the common stock, $0.0001 par value per share (“Common Stock”), of Chardan Healthcare Acquisition 4 Company, a Cayman Islands company (the “Company”). The terms (this “Agreement”) on which the Company is willing to sell the Founder Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Founder Shares, are as follows:

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rainier acquisition corporation

COMPENSATION RECOVERY POLICY

Rainier Acquisition Corporation, a Cayman Islands exempted company (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below.

**1.**Overview

The Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation from Covered Persons (as defined below) in accordance with rules issued by the United States Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Nasdaq Stock Market. Capitalized terms used and not otherwise defined herein shall have the meanings given in Section 3 below.

**2.**Compensation Recovery Requirement

In the event the Company is required to prepare a Financial Restatement, the Company shall recover reasonably promptly all Erroneously Awarded Compensation with respect to such Financial Restatement.

**3.**Definitions

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