{"url_path":"/sec/brunw/8-k/2026-05-14/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/2090646/0001493152-26-023208-index.html","accession_number":"0001493152-26-023208","cik":"0002090646","ticker":"BRUN","issuer_name":"Boost Run Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2090646/0001493152-26-023208-index.html","primary_entity_key":"0002090646","primary_entity_name":"Boost Run Inc."},"word_count":1178,"has_tables":true,"body_markdown":"Item\n1.01 Entry into a Material Definitive Agreement\n\n \n\nThe\ninformation set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.\n\n \n\nLock-up\nAgreement\n\n \n\nIn\nconnection with the Business Combination, on the Closing Date, Pubco entered into Lock-Up Agreements (the “**Lock-Up Agreements**”)\nwith certain stockholders of Boost Run, pursuant to which each of the parties to the Lock-Up Agreements agreed not to effect any\nsale or distribution of any equity securities of Pubco held by any of them during the lock-up period set forth therein.\n\n \n\nThe\nforegoing description of the Lock-Up Agreement is qualified in its entirety by reference to the full text of the agreement, a copy of\nwhich is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.\n\n \n\nRegistration\nRights Agreement\n\n \n\nIn\nconnection with the Business Combination, on the Closing Date, Pubco entered into an Amended and Restated Registration Rights Agreement\n(the “**Registration Rights Agreement**”) pursuant to which it agreed to register for resale shares of Pubco Common Stock\nand other securities held by the Sellers, the Sponsor, and certain other stockholders, subject to the terms and conditions described\ntherein.\n\n \n\nThe\nforegoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the agreement,\na copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.\n\n \n\nIndemnification\nAgreements\n\n \n\nIn\nconnection with the Business Combination, on the Closing Date, Pubco entered into indemnification agreements (the “**Indemnification\nAgreements**”) with each of its directors and executive officers. Subject to certain exceptions, the Indemnification Agreements\nprovide that Pubco will indemnify each of its directors and executive officers for certain expenses, which may include attorneys’\nfees, judgments, fines and settlement amounts, incurred by a director or officer in any action or proceeding arising out of their services\nas one of Pubco’s directors or officers or any other company or enterprise to which the person provides services at Pubco’s\nrequest.\n\n \n\nThe\nforegoing description of the Indemnification Agreements is qualified in its entirety by reference to the form of Indemnification Agreement,\na copy of which is attached as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.\n\n \n\nEarnout\nAgreement\n\n \n\nIn connection with the Business Combination, on September\n15, 2025, Pubco, the Sponsor and the SPV entered into an Earnout Agreement (the “**Earnout Agreement**” as amended\non January 13, 2026, “**Amendment to the Earnout Agreement**”), providing that the Sponsor may earn up to 1,125,000\nSponsor Earnout Shares and the SPV may earn up to 1,968,750 SPV Earnout Shares based on the performance of the Pubco Class A Common Stock\nduring the Earnout Period.\n\n \n\nThe foregoing descriptions\nof the Earnout Agreement and Amendment to the Earnout Agreement are qualified in their\nentirety by reference to the full text of the agreements, copies of which are\nattached as Exhibit 10.4 and Exhibit 10.5, respectively, to this Current Report on Form 8-K\nand is incorporated herein by reference.\n\n \n\n \n\n \n\n \n\nWeil\nConsulting Agreement\n\n \n\nOn\nJanuary 13, 2026, Pubco entered into a consulting services agreement (the “**Weil Consulting Agreement**”) with B. Luke\nWeil, Chairman and Chief Executive Officer of SPAC, pursuant to which Mr. Weil will provide advice as needed with respect to business\nstrategy and corporate governance and use his reasonable efforts to introduce Pubco to clients and investors, commencing on the first\nbusiness day following the Closing. In consideration for such future services, Pubco has agreed to grant up to 336,000 shares\nof Pubco Class A Common Stock to Mr. Weil or his assignees, subject to price-based vesting conditions.\n\n \n\nEmployment\nAgreements\n\n \n\nIn\nconnection with the Business Combination, on the Closing Date, Pubco entered into an employment agreement with Andrew Karos (the “**Karos\nEmployment Agreement**”), pursuant to which Mr. Karos serves as Chief Executive Officer of Pubco. Under the Karos Employment\nAgreement, Mr. Karos receives a base salary of $1.00 per year, subject to annual review by the Pubco Board (or a duly authorized committee\nthereof). Mr. Karos’s employment may be terminated by either party at any time and for any reason in accordance with applicable\nlaw. The Karos Employment Agreement contains customary confidentiality, intellectual property assignment and non-disparagement covenants.\nThe Karos Employment Agreement is governed by the laws of the State of Illinois.\n\n \n\nIn\nconnection with the Business Combination, on the Closing Date, Pubco entered into an employment agreement with Erik Guckel (the\n“**Guckel Employment Agreement**”), pursuant to which Mr. Guckel serves as Chief Financial Officer of Pubco. Under\nthe Guckel Employment Agreement, Mr. Guckel receives an annual base salary of $400,000, subject to annual review by the Pubco Board\nor its compensation committee. Mr. Guckel is eligible to earn an annual cash bonus with a target of 75% of his base salary, with the\nability to earn between 0% and 150% of such target based on Company and individual performance metrics determined by the Pubco Board\nor the compensation committee.\n\n \n\nIn\naddition, Mr. Guckel is eligible to receive a one-time long-term incentive award under the Incentive Plan consisting of 1,156,304 time-based\nrestricted stock units, 722,691 performance-based restricted stock units and a nonqualified stock option to purchase 1,011,766 shares\nof Pubco Class A Common Stock, subject to the terms and conditions of the Incentive Plan and applicable award agreements.\n\n \n\nIf\nMr. Guckel’s employment is terminated by Pubco without cause or by Mr. Guckel for good reason (other than in connection with a\nchange in control), Mr. Guckel is entitled to, among other things, receive (i) 12 months of base salary continuation, (ii) any\nearned but unpaid annual bonus for the prior fiscal year, (iii) a pro-rata annual bonus for the year of termination based on actual performance\nand (iv) treatment of outstanding equity in accordance with the Incentive Plan and applicable award agreements, in each case subject\nto his execution and non-revocation of a release of claims. If such termination occurs within 12 months following a change in control,\nMr. Guckel is entitled to enhanced severance consisting of, among other things, (i) 18 months of base salary payable in a lump sum, (ii)\nany earned but unpaid annual bonus for the prior fiscal year, (iii) 100% of the higher of his target bonus or the prior year’s\nactual bonus and (iv) 100% acceleration of outstanding unvested equity awards, in each case subject to his execution and non-revocation\nof a release of claims.\n\n \n\nThe\nGuckel Employment Agreement also contains customary confidentiality, intellectual property assignment, non-competition, non-solicitation\nand non-disparagement covenants. The non-competition and non-solicitation covenants apply during employment and for 12 months following\ntermination of employment. The Guckel Employment Agreement is governed by the laws of the State of Illinois.\n\n \n\nThe\nforegoing descriptions of the Karos Employment Agreement and the Guckel Employment Agreement are qualified in their entirety by reference\nto the full text of such agreements, copies of which are attached as Exhibits 10.5 and 10.6, respectively, to this Current Report on\nForm 8-K and are incorporated herein by reference.\n\n \n\nEach\nof the above-referenced agreements are described in the Proxy Statement/Prospectus."}