Browse EX-10 agreements

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COMPANY SUPPORT AGREEMENT

This COMPANY SUPPORT AGREEMENT (this “Agreement”) is dated as of September 26, 2026, by and among the Persons set forth on Schedule I hereto (each, a “Company Stockholder” and, collectively, the “Company Stockholders”), Proem Acquisition Corp I, a Cayman Islands exempted company (which shall de-register from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation prior to the Closing) (“Parent”), and Astro Digital US, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

RECITALS

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EXECUTION COPY

SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on September 26, 2026, by and between Proem Acquisition Corp I., a Cayman Islands exempted company (“PAAC”), and the undersigned subscriber (“Subscriber”).

This Subscription Agreement substitutes and replaces any other previously signed Subscription Agreements (if any) between the Subscriber and PAAC.

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WHEREAS, PAAC is entering into a Merger Agreement by and among PAAC, Astro Digital US, Inc., a Delaware corporation (“Astro Digital”), PAAC Merger Sub I, Inc., a Delaware corporation (“Merger Sub I”), and PAAC Merger Sub II, LLC, a Delaware limited liability company (“Merger Sub II”) (such merger agreement as amended, supplemented, restated or otherwise modified from time to time, the “Agreement” and the transactions contemplated by the Agreement, the “Transaction”);

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*Exhibit 10.1 *

**Execution Version **

**EIGHTH AMENDMENT TO CREDIT AGREEMENT **

This EIGHTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of September 25, 2026 and effective as of the Effective Date (as hereinafter defined), is made and entered into by and among CHURCHILL DOWNS INCORPORATED, a Kentucky corporation (“Borrower”), the other Credit Parties party hereto, the 2033 Term B Fronting Lender (as hereinafter defined), the 2033 Term B Consenting Lenders party hereto, the 2026 Revolving Lenders party hereto, the 2026 Term Loan A Lenders party hereto, the Swingline Lender, the L/C Lender and JPMORGAN CHASE BANK, N.A., as administrative agent and as collateral agent under the Existing Credit Agreement referred to below (in such capacities, the “Administrative Agent”).

RECITALS

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AMENDED AND RESTATED
UNSECURED PROMISSORY NOTE

THE INDEBTEDNESS EVIDENCED BY THIS AMENDED AND RESTATED UNSECURED PROMISSORY NOTE IS UNSECURED AND SUBORDINATE TO THE PRIOR PAYMENT IN FULL OF THE SENIOR DEBT PURSUANT TO THE TERMS OF THE SUBORDINATION AGREEMENT.

$3,333,334                                    September 25, 2026

1.RideNow Group, Inc., a Nevada corporation (the “Borrower”) originally issued an Unsecured Promissory Note (the “Original Note”) in the aggregate principal sum of $3,333,334 on August 25, 2025 (the “Effective Date”). This Amended and Restated Unsecured Promissory Note (this “A&R Note”) hereby amends and restates the Original Note in its entirety, and (a) continues, as amended hereby, the Original Note and (b) does not constitute a novation. The Original Note is hereby superseded by and replaced with this A&R Note.

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Execution Version

TERM LOAN CREDIT AGREEMENT

Dated as of September 25, 2026

among

RIDENOW GROUP, INC.,
as the Borrower,

ALTER DOMUS (US) LLC,
as Administrative Agent and Collateral Agent,

and

THE LENDERS PARTY HERETO,

US-DOCS\175122890.7

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CONTENTS

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AMENDED AND RESTATED
UNSECURED PROMISSORY NOTE

THE INDEBTEDNESS EVIDENCED BY THIS AMENDED AND RESTATED UNSECURED PROMISSORY NOTE IS UNSECURED AND SUBORDINATE TO THE PRIOR PAYMENT IN FULL OF THE SENIOR DEBT PURSUANT TO THE TERMS OF THE SUBORDINATION AGREEMENT.

$3,333,334                                    September 25, 2026

1.RideNow Group, Inc., a Nevada corporation (the “Borrower”) originally issued an Unsecured Promissory Note (the “Original Note”) in the aggregate principal sum of $3,333,334 on August 25, 2025 (the “Effective Date”). This Amended and Restated Unsecured Promissory Note (this “A&R Note”) hereby amends and restates the Original Note in its entirety, and (a) continues, as amended hereby, the Original Note and (b) does not constitute a novation. The Original Note is hereby superseded by and replaced with this A&R Note.

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AMENDED AND RESTATED
UNSECURED PROMISSORY NOTE

THE INDEBTEDNESS EVIDENCED BY THIS AMENDED AND RESTATED UNSECURED PROMISSORY NOTE IS UNSECURED AND SUBORDINATE TO THE PRIOR PAYMENT IN FULL OF THE SENIOR DEBT PURSUANT TO THE TERMS OF THE SUBORDINATION AGREEMENT.

$3,333,334                                    September 25, 2026

1.RideNow Group, Inc., a Nevada corporation (the “Borrower”) originally issued an Unsecured Promissory Note (the “Original Note”) in the aggregate principal sum of $3,333,334 on August 25, 2025 (the “Effective Date”). This Amended and Restated Unsecured Promissory Note (this “A&R Note”) hereby amends and restates the Original Note in its entirety, and (a) continues, as amended hereby, the Original Note and (b) does not constitute a novation. The Original Note is hereby superseded by and replaced with this A&R Note.

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Exhibit 10.2

VOTING AND SUPPORT AGREEMENT

This Voting and Support Agreement (this “Agreement”) is made and entered into as of September 27, 2026, by and among Lifecore, Inc., a Delaware corporation (“Parent”) and the stockholders of Lifecore Biomedical, Inc., a Delaware corporation (the “Company”), listed on Schedule A hereto (each, a “Stockholder” and, collectively, the “Stockholders”), and the Company.

RECITALS

WHEREAS, concurrently with the execution and delivery of this Agreement, Parent, Hazel Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”), and the Company, are entering into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”) that, among other things and subject to the terms and conditions set forth therein, provides for the merger of Merger Sub with and into the Company (the “Merger”), with the Company being the surviving corporation in the Merger, and the Transactions contemplate the issuance of contingent value rights pursuant to

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Exhibit 10.1

VOTING AND SUPPORT AGREEMENT

This Voting and Support Agreement (this “Agreement”) is made and entered into as of September 27, 2026, by and among Lifecore, Inc., a Delaware corporation (“Parent”) and the stockholders of Lifecore Biomedical, Inc., a Delaware corporation (the “Company”), listed on Schedule A hereto (each, a “Stockholder” and, collectively, the “Stockholders”), and the Company.

RECITALS

WHEREAS, concurrently with the execution and delivery of this Agreement, Parent, Hazel Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”), and the Company, are entering into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”) that, among other things and subject to the terms and conditions set forth therein, provides for the merger of Merger Sub with and into the Company (the “Merger”), with the Company being the surviving corporation in the Merger, and the Transactions contemplate the issuance of contingent value rights pursuant to

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Quantum Corporation 10770 E. Briarwood Avenue

Centennial, CO 80112

Via email

Mr. James C. Clancy

September 24, 2026

Dear Jim:

I am pleased to offer to you the opportunity to join Quantum Corporation (Quantum or the Company) as our Chief Operating Officer, reporting directly to me as President and Chief Executive Officer. Your start date is expected to be on or about September 28, 2026.

Base Salary: You will receive an annual base salary of $400,000.00, subject to applicable tax and other required withholding and paid in accordance with the Company’s normal payroll procedures.

Bonus Opportunity: In addition, you will be eligible to participate in the Company’s annual bonus program, the Quantum Incentive Plan (QIP). Your target bonus opportunity will be 60% of your eligible annual salary. The actual amount earned will be determined based on Quantum’s performance against metrics approved by the Board and your own performance, and paid in accordance with the QIP terms. The QIP bonus targets and terms are subject to annual re-evaluation and Board approval.

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REDLattice Incorporated

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DIRECTOR NOMINATION AGREEMENT

This Director Nomination Agreement (this “Agreement”) is made and entered into as of [●], 2026, by and between REDLattice Incorporated, a Delaware corporation (“PubCo”), and REDL Ultimate Holdings, LP, a Delaware limited partnership (“Ultimate”). Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 2 hereof.

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WHEREAS, pursuant to the Business Combination Agreement, PubCo has agreed to permit Ultimate and its Permitted Transferees, which will Beneficially Own approximately [●]% of the issued and outstanding Voting Interests at the Effective Time, to (i) designate six (6) individuals for appointment to the board of directors of PubCo (the “Board”) at the Effective Time, provided that at least two (2) of such individuals shall be considered “independent” directors pursuant to the rules of the Stock Exchange, and (ii) retain certain nomination rights thereafter, in each case, on the terms and conditions set forth herein.

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SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on September 25, 2026, by and between Bold Eagle Acquisition Corp., a Cayman Islands exempted company (“BEAC”), and the undersigned subscriber (“Subscriber”).

RECITALS

WHEREAS, concurrently with the execution of this Subscription Agreement, BEAC is entering into a Business Combination Agreement (as may be amended, supplemented, restated or otherwise modified from time to time, the “Business Combination Agreement”) with REDL Intermediate Holdings, LLC, a Delaware limited liability company (“REDLattice”), BEAC Merger Sub, LLC, a Delaware limited liability company wholly-owned subsidiary of BEAC (“Merger Sub”), and, solely for the purposes of Section 6.9(e) of the Business Combination Agreement, REDL Ultimate Holdings, LP, a Delaware limited partnership pursuant to which, and subject to the terms and conditions set forth therein, among other things, BEAC will de-register in the Cayman Islands and transfer by way of continuation out of the Cayman Islands and into the Stat

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