Browse EX-10 agreements

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 September 19, 2025

Meteora Venture Partners Acquisition Corporation VI Ltd. (“Maker”), promises to pay to the order of Samara Acquisition Sponsor VI Ltd. 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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Meteora Venture Partners Acquisition Corporation VI Ltd.

1200 N. Federal Hwy. Ste. #200

Boca Raton, FL 33432

September 30, 2026

Samara Acquisition Sponsor VI Ltd.

1200 N. Federal Hwy. Ste. #200

Boca Raton, FL 33432

	RE:	Securities Subscription Agreement

Ladies and Gentlemen:

This agreement (the “Agreement”) is between Samara Acquisition Sponsor VI Ltd., a Cayman Islands exempted limited liability company (the “Subscriber” or “you”), and Meteora Venture Partners Acquisition Corporation VI Ltd., 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 7,666,667 Class B Ordinary Shares, $0.0001 par value per share of the Company (the “Shares”), up to 1,000,000 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“**Unit

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “*Ag*reement**”), dated as of [   ], 2026 is made and entered into by and among KARMAN LINE ACQUISITION CORP., a Cayman Islands exempted company (the “Company”), Samara Acquisition Sponsor VI Ltd., a Cayman Islands exempted company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, the representative of the underwriters (the “Representative”) and the undersigned parties listed under Holder on the signature pages hereto (each such party, 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”).

RECITALS

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Administrative Service Agreement

This Administrative Service Agreement (the “Agreement”) dated this [___] day of [____], 2026 is between KARMAN LINE ACQUISITION CORP., a Cayman Islands exempted company, herein referred to as “Company” and Samara Acquisition Sponsor VI Ltd., herein referred to as “Service Provider”.

Service Provider has agreed to provide services to the Company on the terms and conditions set out in this Agreement, while Company is of the opinion that Service Provider has the proper and necessary qualifications, experience and abilities to provide services to Company.

Therefore in consideration of the matters described above, the receipt and sufficiency of which consideration is hereby acknowledged, the Company and the Service Provider agree as follows:

1. Scope of Work

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NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON STOCK PURCHASE WARRANT

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POWERDYNE INTERNATIONAL, INC.

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Warrant Shares: 3,551,136

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K2 CAPITAL ACQUISITION II CORP.

[●], 2026

K2 Capital Acquisition II Corp.

Suite 716, 10 Market Street

Camana Bay, Grand Cayman KY1 9006

Cayman Islands

Re:	Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between K2 Capital Acquisition II Corp. (the “Company”) and K2 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 Nasdaq Global Market (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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K2 CAPITAL ACQUISITION II CORP.

1055 West Hastings Street, Suite 1060

Vancouver, BC V6E 2E9

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June 30, 2026

K2 Capital Sponsor II LLC

1055 West Hastings Street, Suite 1060

Vancouver, BC V6E 2E9

RE: *Securities Subscription Agreement *

Ladies and Gentlemen:

This agreement (the “Agreement”) is between K2 Capital Sponsor II, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and K2 Capital Acquisition II Corp., 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 6,820,337 Class B ordinary shares, $0.0001 par value per share of the Company (the “Shares”), up to 879,375 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 fo

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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 MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

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Total Principal Amount: up to $300,000.00	Dated as of June 30, 2026
(as set forth on the Schedule of Borrowings attached hereto)

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INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●] by and between K2 Capital Acquisition II Corp., a Cayman Islands exempted company (the “Company”), and [●] (“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;

WHEREAS, this Agreement is a supplement to and in furtherance of the Amended and Restated Memorandum and Articles of Association (the “Charter”) of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;

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**MEMBERSHIP INTEREST TRANSFER AGREEMENT **

This Membership Interest Transfer Agreement (the “Agreement”) is entered into on June 23, 2026 (the “Effective Date”) by and among INVO Centers, LLC, a Delaware limited liability company (“Purchaser”), Karen Hammond (“Hammond”), Lisa Ray (“Ray”) and Nicholas Cataldo (“Cataldo”). Hammond, Ray and Cataldo are each referred to herein individually as “Seller” and collectively as “Sellers”. Hammond and Cataldo are a legally married couple.

Whereas, Sellers own 100% of the membership interests (the “Membership Interests”) in HRCFG, LLC, an Alabama limited liability company (the “Company”) which operates and manages a fertility practice in Birmingham, Alabama under the name of Innovative Fertility Specialists (the “Business”).

Whereas Sellers would like to sell, transfer and assign all their Membership Interests to Purchaser under the terms of this Agreement.

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