0001213900-26-103789 Sample Contracts
COMPANY SUPPORT AGREEMENTCompany Support Agreement • September 28th, 2026 • Proem Acquisition Corp. I • Blank checks • New York
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).
LOCK-UP AGREEMENTLock-Up Agreement • September 28th, 2026 • Proem Acquisition Corp. I • Blank checks
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [●], by and among Astro Digital Holdings, Inc., a Delaware corporation (“Parent”) (formerly known as Proem Acquisition Corp I, a Cayman Islands exempted company prior to its domestication as a Delaware corporation), Proem SPAC Partners I LLC, a Cayman Islands limited liability company (the “Sponsor”), certain former stockholders, officers and directors of Astro Digital US, Inc., a Delaware corporation (the “Company”), identified on the signature page and as set forth on Schedule I hereto (such stockholders, the “Company Holders”) and other persons and entities (collectively with the Sponsor, the Company Holders and any person or entity who hereafter becomes a party to this Agreement, the “Holders” and each, a “Holder”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 28th, 2026 • Proem Acquisition Corp. I • Blank checks
This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered as of [DATE] and effective as of the Effective Date (as defined below), by and between Proem Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and [NAME], an individual residing at [ADDRESS] (the “Executive”). This Agreement shall amend and replace in its entirety the Employment Agreement signed between Astro Digital US, Inc., a Delaware corporation (“Astro Digital”) and [NAME] dated as of [PRIOR AGREEMENT DATE] (the “Prior Agreement”), effective as of (and contingent upon) the Effective Date. For purposes of this Agreement, the Company and Executive may be referred to each individually as a “Party” and collectively as the “Parties.”
PARENT SUPPORT AGREEMENTParent Support Agreement • September 28th, 2026 • Proem Acquisition Corp. I • Blank checks • New York
This PARENT SUPPORT AGREEMENT (this “Agreement”) is dated as of September 26, 2026, by and among the Persons set forth on Schedule I hereto (each, a “Parent Shareholder” and, collectively, the “Parent Shareholders”), 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).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 28th, 2026 • Proem Acquisition Corp. I • Blank checks
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”).
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 28th, 2026 • Proem Acquisition Corp. I • Blank checks • New York
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2026, by and among Astro Digital Holdings, Inc. (f/k/a Proem Acquisition Corp I), a Delaware corporation (“Parent”), Proem SPAC Partners I LLC, a Cayman Islands limited liability company (“Sponsor”), and the other Holders listed on Schedule I attached hereto, including, only for purposes of Section 5.04, any required Prior Agreement (as defined below) signatories identified thereon.
MERGER AGREEMENT dated September 26, 2026 by and among Astro Digital US, Inc. Proem Acquisition Corp I PAAC Merger Sub I, Inc.Merger Agreement • September 28th, 2026 • Proem Acquisition Corp. I • Blank checks • New York
MERGER AGREEMENT, dated as of September 26, 2026 (this “Agreement”), by and among Astro Digital US, Inc., a Delaware corporation (the “Company”), Proem Acquisition Corp I, a Cayman Islands exempted company limited by shares (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 (as defined below)) (“Parent”), 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”). Parent, Merger Sub I, Merger Sub II and the Company shall be referred to herein from time to time each as, a “Party” and, collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.