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 [·], 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;

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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 [●], 2026

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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-[•] (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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REGISTRATION RIGHTS AGREEMENT

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THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among Rainier Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Ravenna 7 LLC, a Delaware limited liability company (the “Sponsor” and, together with 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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WHEREAS, the Sponsor currently owns 2,156,250 shares of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”);

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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

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Principal Amount: $500,000	Dated as of April 13, 2023

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Exhibit 10.7

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[·], 2026

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Rainier Acquisition Corporation

1 Penn Plaza, 48th Floor

New York, NY 10119

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Re: Initial Public Offering

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Ladies and Gentlemen:

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This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Rainier Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and Chardan Capital Markets LLC, as representative (the “Representative”) of the underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 7,500,000 units of the Company (plus an additional 1,125,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units pursuant to the terms of the Underwriting Agreement), each such unit comprised of one Class A ordinary shares, par value $0.0001 per share (“Ordinary Shares”) and one-quarter of a redeemable warrant to purchase one Ordinary Share as provided for by the warrant agreement (the “Warrant Agreement”) to

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PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT

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THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2026, is entered into by and between Rainier Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Ravenna 7 LLC, a Delaware limited liability company (the “Purchaser”).

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WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of the Company’s units (the “Public Units”), each such Public Unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share and one-quarter of one redeemable warrant to purchase one Class A ordinary share to be governed by the Warrant Agreement to be entered into with Continental Stock Transfer & Trust Company in connection with the consummation of the Public Offering (the “Warrant Agreement”), as set forth in the Company’s Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission (the “SEC”), File Number 333-[●] un

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First Amendment to Securities Purchase Agreement

**This First Amendment to the Securities Purchase Agreement **(the “Amendment”), dated as of July 16, 2026, is made by and between BNB Plus Corp., a Delaware corporation (“Company”), and KGPLA Holdings LLC (the “Investor”). The parties hereto are referred to collectively as the “Parties”.

Whereas, the Parties have entered into that certain Securities Purchase Agreement (the “Agreement”) dated as of May 26, 2026;

Whereas, pursuant to Section 5.5 of the Agreement, the Parties desire to amend the Agreement to extend the period that the Company may sell and issue additional Preferred Stock (or, as the case may be, Prefunded Warrants) and Common Warrants to one or more additional Purchasers as more fully described herein; and

Whereas, the Investor hereto holds 50.1% or more in interest of the Conversion Shares and Common Warrant Shares based on the initial Subscription Amounts under the Agreement.

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TERMINATION, STANDSTILL AND MUTUAL RELEASE AGREEMENT

This Termination, Standstill and Mutual Release Agreement (this “Agreement”) is entered into as of July 23, 2026 (the “Termination Date”), by, between, and among BNB Plus Corp., a Delaware corporation formerly known as Applied DNA Sciences, Inc. (“BNBX” or the “Company”), on the one hand, and Mr. JR Pasch, Mr. Joshua Kruger and Mr. Patrick Horsman (together, the “Cypress Principals”), Cypress Management LLC, a Puerto Rico limited liability company (the “Cypress Strategic Advisor”) and Cypress LLC, a Puerto Rico limited liability company (“Cypress Digital” and, together with the Cypress Principals and the Cypress Strategic Advisor, the “Cypress Parties”). Collectively, the Company and the Cypress Parties will be referred to as the “Parties.”

WHEREAS, on or about September 29, 2025, BNBX and the Cypress Strategic Advisor entered into a Strategic Advisor Agreement (the “SA Agreement”);

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Luminous Acquisition

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398 Mill Ave, Suite 306

Tempe, AZ 85281

June 30, 2026

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FDB III

398 Mill Ave, Suite 306, Tempe, AZ 85281

RE: Subscription Agreement

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Gentlemen:

This agreement (this “Agreement”) is entered into on June 30, 2026 by and between FDB III, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Luminous Acquisition, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,175,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 675,000 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 and the Subscriber’s agreements regarding such Shares are as follows:

1. Purchase of Securities.

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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

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Principal Amount: $350,000	Dated as of June 30, 2026

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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.  

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PROMISSORY NOTE

Principal Amount:  Up to $300,000	Dated as of June 26, 2026 New York, New York

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