Browse EX-10 agreements

January 15, 2020

Matthew Alty

Dear Matt:

We are pleased to offer you the position of Chief Executive Officer with Nevada Heat Treating, LLC, dba California Brazing (“California Brazing” or the “Company”) with an anticipated start date of [May 1, 2020]. If you accept the terms of this offer, your position initially will be based in Newark, California. The expectation is that you will commute to be on-site at the Newark, CA facility at least three business days a week. Your initial job responsibilities will be those outlined in your discussions with representatives of the Company; however, your title, duties, responsibilities and reporting structure may change as needs dictate, in the sole discretion of the Company’s representatives.

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***INDEMNIFICATION AND ADVANCEMENT AGREEMENT ***

This Indemnification and Advancement Agreement (“Agreement”) is made as of July , 2026 (the “Effective Date”) by and between Lyntris Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement of expenses.

**RECITALS **

WHEREAS, the Board of Directors of the Company (the “Board”) believes that highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers, or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification and advancement of expenses against risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

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***Execution Version ***

***EMPLOYMENT AGREEMENT ***

This **EMPLOYMENT AGREEMENT **(“Agreement”) is dated as of August 14, 2025 (the “Commencement Date”) by and between Systems Innovation Engineering LLC (the “Company”), and Brian Morrison (the “Employee”) (each individually a “Party” and collectively the “Parties”).

WHEREAS, Employee and the Company desire to enter into this Agreement, and Employee is willing to begin Employee’s employment on the terms hereinafter set forth in this Agreement.

NOW, THEREFORE, the Parties hereby agree as follows:

§1. EMPLOYMENT.** **The Company hereby employs Employee as Chief Executive Officer of the Company and Chief Executive Officer of the Company’s ultimate parent, Accelint Holdings LLC (“Accelint”) or in any other commensurate role to which Employee may be assigned from time to time, and Employee hereby accepts employment, upon the terms and subject to the conditions hereinafter set forth.

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INDEMNITY AGREEMENT

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

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such companies;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its Subsidiaries (as defined below) from certain liabilities;

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Pinnacle Acquisition Corporation

375 South County Road, Suite 220

Palm Beach, FL 33480

[_], 2026

PAC Sponsor, LLC

375 South County Road, Suite 220

Palm Beach, FL 33480  

	Re:	Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between Pinnacle Acquisition Corporation (the “Company”) and PAC Sponsor, LLC (the “Services Provider” and “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 (“NYSE”) (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 and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter

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[  ], 2026

Pinnacle Acquisition Corporation

375 South County Road, Suite 220

Palm Beach, FL 33480

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 Pinnacle Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and Santander US Capital Markets LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each unit comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one right to receive one-eighth (1/8) of a Class A ordinary share upon the consummation o

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**INVESTMENT MANAGEMENT TRUST AGREEMENT **

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2026 by and between Pinnacle Acquisition Corporation, 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 of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one right to receive one-eighth (1/8) of one Ordinary Share upon the consummation of the Company’s 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;

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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 April 7, 2026 New York, New York

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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, this “Agreement”), is entered into by and between Pinnacle Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and PAC Sponsor, LLC, a Delaware 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 $0.0001 per share, of the Company (an “Ordinary Share”), and one right to receive one-eighth (1/8) of one Ordinary Share upon the consummation of the Company’s initial business combination. The Purchaser has agreed to purchase an aggregate of 225,000 private placement units (whether or not the over-allotment option in connection with the Public Offering is exercised in full) (the “Private Placement Units”), each Private Placement Unit comprised of one Ordinary Share (each, a “Private Placement Share”) and one r

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PINNACLE ACQUISITION CORPORATION

**777 South Flagler Drive, Suite 800 East **

West Palm Beach, FL 33401

April 7, 2026

PAC Sponsor, LLC

777 South Flagler Drive, Suite 800 East

West Palm Beach, FL 33401

** **

RE:	Securities Subscription Agreement

Ladies and Gentlemen:

Pinnacle Acquisition Corporation, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer PAC Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 7,187,500 Class B ordinary shares of the Company, US$0.0001 par value per share (the “Shares” or the “Class B Ordinary Shares”), up to 937,500 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, col

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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 Pinnacle Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and PAC Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) (the Sponsor 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”).

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 $0.0001 per share (the “Ordinary Shares”), of the Company, and one right to receive one-eighth (1/8) of one Ordinary Share upon the consummation of the Company’s initial business combination (a “Public Share Right”);

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EXECUTIVE EMPLOYMENT AGREEMENT

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This Executive Employment Agreement (this “Agreement”) is made and entered into as of June 5, 2026 (the “Effective Date”), by and between Gravitics, Inc., a Delaware corporation (the “Company”), and Philip Wong (the “Executive”).

RECITALS

** **

The Company desires to employ Executive as an executive officer of the Company, and Executive desires to be employed by the Company, upon the terms and conditions set forth in this Agreement.

The parties desire to establish the terms and conditions of Executive’s employment, including compensation, benefits, and post-employment obligations.

The Company and Executive acknowledge the sensitive and proprietary nature of the Company’s business, intellectual property, and competitive position, and desire to establish protections commensurate with Executive’s access to such assets.

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