Browse EX-10 agreements

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of August [•], 2026 by and between Karman Line Acquisition Corp., 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. 333-297706) (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-half of one redeemable warrant (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;

WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC as representative (the “Representative”) of the underwriters (the “Underwriters”) named therein;

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “**Agreement**”), dated as of August [ ], 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

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “IPO”), each unit consisting of (1) Class A ordinary share, par value $0.0001 per share (the “Ordinary Shares”), of the Company, and (2) one-half of one redeemable warrant (a “Warrant”) to be governed by the Warrant Agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “**Warrant Agreement**”) (each whole Warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share);

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PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT, dated as of August [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Karman Line Acquisition Corp., a Cayman Islands exempted company, and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of (1) one Class A ordinary share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and (2) one-half of one redeemable warrant (a “Warrant”) to purchase Ordinary Share (a “Warrant Share”) to be governed by the Warrant Agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”),. Each whole Warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share. The Purchaser has agreed to purchase an aggregate of 200,000 private placement units (or 230,000 private placement units if the underwriter’s over-allotment option is exercised in full) (the “Private Placement Units”), each Private Placement Unit comprised of one Ordinary Share (the “Private Placement Shares”) one-half of one redeemable Warrant (the “Private Placement Warrants”) to purchase one Ordinary Share (the “Private Placement Warrant Shares”), as provided in the registration statement in connection

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PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT, dated as of August [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Karman Line Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Samara Acquisition Sponsor VI Ltd., a Cayman Islands exempted 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 (1) one Class A ordinary share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and (2) one-half of one redeemable warrant (a “Warrant”) to purchase Ordinary Share (a “Warrant Share”) to be governed by the Warrant Agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement). Each whole Warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share. The Purchaser has agreed to purchase an aggregate of 450,000 private placement units (regardless of whether the underwriter’s over-allotment option is exercised) (the “Private Placement Units”), each Private Placement Unit comprised of one Ordinary Share (the “Private Placement Shares”) and one-half of one redeemable Warrant (the “Private Placement Warrants”) to purchase one Ordinary Share (the “Private Placement Warrant Shares”), as provided in the registration statement in connection with the

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August [●], 2026

Karman Line Acquisition Corp.
1200 N. Federal Hwy, Suite 200
Boca Raton, FL 33432

	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 Karman Line Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, 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 comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration statement on Form S-1 (File No. 333-297706), as amended, and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company shall apply to have the Units listed on

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MASTER IRREVOCABLE INDEPENDENT PAYMENT UNDERTAKING AGREEMENT

This Master Irrevocable Independent Payment Undertaking Agreement (this “Agreement”) is entered into as of August 7, 2026 by and between General Motors Company, a Delaware corporation (“GM”), General Motors LLC, a Delaware limited liability company (the “GM Agent”), acting solely in its capacity as agent for GM and Procura Auto Parts LLC, a Delaware limited liability company (“Procura”).

BACKGROUND

(A) GM enters into contracts and related purchase orders with various vendors who provide GM with inventory from time to time (each, a “Vendor,” and each such agreement or purchase order, a “Vendor Contract”).

(B) Pursuant to that certain Inventory Paying Agency And Program Administration Agreement (the “Paying Agency Agreement”), GM has engaged Procura, from time to time, to pay Vendors the applicable Prepayment Amount on GM’s behalf. The Paying Agency Agreement is a separate and independent agreement, and nothing therein shall affect or condition GM’s Payment Obligations hereunder.

(C) As consideration for such services, GM independently, irrevocably and unconditionally agrees to pay Procura the applicable Principal Amount plus Interest in accordance with, and subject to the terms of, this Agreement and the applicable Confirmations.

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$900,000,000

TERM LOAN CREDIT AGREEMENT

** **

dated as of August 11, 2026
among

FERGUSON ENTERPRISES INC.

as the Borrower,

The Guarantors Party Hereto,

JPMorgan Chase Bank, N.A.,
as Administrative Agent

and

The Lenders Party Hereto

**JPMorgan Chase Bank, N.A.****, ****BOFA SECURITIES, INC., BARCLAYS BANK PLC,
ROYAL BANK OF CANADA, SUMITOMO MITSUI BANKING CORPORATION and
****BANK OF CHINA LIMITED, LONDON BRANCH,**
as Joint Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

Article I DEFINITIONS AND ACCOUNTING TERMS			6
	1.01	Defined Terms	6

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$700,000,000

** **

BRIDGE CREDIT AGREEMENT

** **

dated as of August 11, 2026
among

FERGUSON ENTERPRISES INC.

as the Borrower,

The Guarantors Party Hereto,

JPMorgan Chase Bank, N.A.,
as Administrative Agent

and

The Lenders Party Hereto

JPMorgan Chase Bank, N.A.,
as Sole Lead Arranger and Bookrunner

TABLE OF CONTENTS

Article I DEFINITIONS AND ACCOUNTING TERMS			6
	1.01	Defined Terms	6
	1.02	Other Interpretive Provisions	38

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‌Beyond Li-ion™

SolidEnergy Systems LLC

35 Cabot Road, Woburn, MA 01801

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Yi (Ray) LiuApril 8, 2026
512 Wyoming Avenue

Millburn, NJ

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Re:Employment as Chief Financial Officer

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Dear Ray:

​

Welcome to SES! I am pleased to confirm the terms on which you will be employed by SolidEnergy Systems LLC (the “Company”).

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****SolidEnergy Systems LLC

35 Cabot Road, Woburn, MA 01801

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April 20, 2026

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Jing Nealis

2050 Harvest Road

Pleasanton, CA 94566

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RE: Separation Agreement

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Dear Jing:

​

This agreement will confirm the terms of your separation from employment with SolidEnergy Systems, LLC (the “Company”).

​

1.Separation of Employment**.  **Your last date of employment with the Company will be April 27, 2026 (the “Separation Date”).  From and after the Separation Date, you shall have no authority and shall not represent yourself as an employee or agent of the Company and/or its predecessors, successors, past or present subsidiaries, affiliated companies, investors, branches or related entities. You further agree to be available to provide assistance and transitional services to your successor as Chief Financial Officer upon reasonable request to support his or her transition into the role through May 15, 2026.

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2.COBRA; Insurance**.** Our records indicate that you are participating in the Company’s insurance coverage plans. Your coverage under United Healthcare, and Delta Dental’s PPO, and EyeMed will terminate effective April 30, 2026.  You may have a legal right, pursuant to the Consolidated Omnibus Budget Reconciliation Act (COBRA), after your Separation Date and upon timely completion of the appropriate forms, to continue at your own expense, your medical, dental, and vision insurance coverage.  The Company will provide you with timely and proper notice of your COBRA rights and any necessary forms to elect COBRA after the Separation Date.

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SEVERANCE AGREEMENT

This Severance Agreement (the "Agreement") is entered into as of the 10th day of August 2026, by and between Troy W. Ingianni, an individual with a residence address of [***] (the "Executive"), and TransAct Technologies Incorporated, a Delaware corporation with a mailing address of One Hamden Center, 2319 Whitney Avenue, Suite 3B, Hamden, Connecticut 06518 (the "Company"). As used in this Agreement, the "Company" shall also include all subsidiaries of the Company, as the context requires.

*INTRODUCTION *

1.       The Company is in the business of developing, manufacturing and marketing market-specific solutions including printers, terminals, software and other products for transaction-based and other industries (the "Business").

2.       The Company desires that the Executive serve in the position of Chief Financial Officer with the Company and that the Company be able to rely upon his advice when requested as to the best interests of the Company, and its shareholders.

3.       The Board of Directors of the Company believes the Executive can best serve the Company without the distractions of personal uncertainties and risks that might be created in the event a change in control of the Company is proposed or his employment by the Company is terminated.

AGREEMENT

In consideration of the premises and mutual promises herein below set forth, the parties hereby agree as follows:

1.       Definitions. The following terms shall have the meanings indicated for the purposes of this Agreement:

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(Signature page to Indemnification Agreement) TRULIEVE CANNABIS CORP. INDEMNIFICATION AGREEMENT This Indemnification Agreement, dated [_______], 2026, is made between Trulieve Cannabis Corp., a Delaware corporation (the “Company”), and [______________] (“Indemnitee”). RECITALS WHEREAS, the Company desires to attract and retain the services of talented and experienced individuals, such as Indemnitee, to serve as directors and officers of the Company and its subsidiaries and wishes to indemnify its directors and officers to the maximum extent permitted by law; WHEREAS, the Company and Indemnitee recognize that corporate litigation in general has subjected directors and officers to expensive litigation risks; WHEREAS, Section 145 (“Section 145”) of the General Corporation Law of the State of Delaware, as amended (“DGCL”), under which the Company is organized, empowers the Company to indemnify its directors and officers by agreement and to indemnify persons who serve, at the request of the Company, as the directors and officers of other corporations or enterprises, and expressly provides that the indemnification provided by Section 145 is not exclusive; WHEREAS, Section 145(g) of the DGCL allows for the purchase of director and officer liability insurance (“D&O Insurance”) by the Company, which in theory can cover asserted liabilities without regard to whether they are indemnifiable by the Company or not; WHEREAS, individuals considering service or presently serving expect to be extended market terms of indemnification commensurate with their position,

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