Browse EX-10 agreements

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal Amount: $_________

Issue Date: _______, 2026

Actual Amount of Purchase Price: $_________

 

PROMISSORY NOTE

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THIS AGREEMENT is made on 8th day of June 2026.

 

BETWEEN:

 

(1)

Padachi M Venture Ltd , a company incorporated in British Virgin Islands (Company no.: 2141146), with its registered address at Conyers Trust Company (BVI) Limited, Commerce House, Wickhams Cay 1, Road Town, Tortola, VG1110, British Virgin Islands (the “Purchaser”);

 

(2)

Miao Duncan, (HKID no: K611218(8)), and having his residential address at 7A & B, Celestial Garden, 5 Repulse Bay Road, Hong Kong; and

 

(3)

Miao Tai Wai, David, (HKID no: E167043(7)), and having his residential address at Flat A, 27/F, Broadwood Park, 38 Broadwood Road, Happy Valley, Hong Kong (together with Mr. Miao Duncan, the “Vendors”),

 

(each a “Party” and collectively, the “Parties”).

 

WHEREAS:

 

(A)

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FIRST AMENDMENT TO THE METAVIA INC. AMENDED AND RESTATED 2022 EQUITY INCENTIVE PLAN

RECITALS

A.

The MetaVia Inc. Amended and Restated 2022 Equity Incentive Plan (the “Plan”), initially adopted by our Board on November 8, 2022, approved by our stockholders on December 22, 2022, and further amended by the Board on November 29, 2024, is hereby amended by this First Amendment to the Plan (this “First Amendment”) as set forth below. This First Amendment shall be effective from and after the date that this First Amendment is approved by the stockholders of the Company in accordance with the terms of the Plan. Following such effective date, any reference to the “Plan” shall mean the Plan, as amended by this First Amendment. All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Plan.

 

AMENDMENT

Section 2(a) of the Plan is hereby deleted in its entirety and replaced with the following:

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PRIVATE PLACEMENT WARRANTS AGREEMENT

 

THIS PRIVATE PLACEMENT WARRANTS AGREEMENT dated as of June 2, 2026 (as it may from time to time be amended) (this “Agreement”) is entered into between Keystone Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Keystone International Acquisition Management LLC, a Delaware limited liability company (the “Purchaser”).

 

WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of the Company’s units, each unit consisting of one Class A ordinary share, par value $0.0001 per share) of the Company (each, an “Ordinary Share”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share, as set forth in the Company’s Registration Statement on Form S-1 (File No. 333-295539) (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933 as amended (the “Securities Act”).

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REGISTRATION RIGHTS AGREEMENT

 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 2, 2026, is made and entered into by and among Keystone Acquisition Corp., a Cayman Islands exempted company (the “Company”), Keystone International Acquisition Management LLC, a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM”) and Clear Street LLC (“Clear Street” and together with CCM, the “Representatives”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and the Representatives 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

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PRIVATE PLACEMENT WARRANTS AGREEMENT

 

THIS PRIVATE PLACEMENT WARRANTS AGREEMENT, dated as of June 2, 2026, (as it may from time to time be amended) (this “Agreement”), is entered into between Keystone Acquisition Corp., a Cayman Islands exempted company (the “Company”) and the several purchasers listed in Schedule A attached hereto (each a “Purchaser” and together, the “Purchasers”).

 

WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of the Company’s units, each unit consisting of one Class A ordinary share, par value $0.0001 per share, of the Company (each, an “Ordinary Share”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share, as set forth in the Company’s Registration Statement on Form S-1 (File No. 333-295539) (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “**_S

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KEYSTONE ACQUISITION CORP. 142 West 57th Street 11th Floor New York, New York 10019

 

June 2, 2026

 

Keystone International Acquisition Management LLC 142 West 57th Street, 11th Floor New York, New York, 10019

Re:

Administrative Services and Indemnification Agreement

 

Ladies and Gentlemen,

 

This administrative services and indemnification agreement (this “Agreement”) by and between Keystone Acquisition Corp. (the “Company”) and Keystone International Acquisition Management LLC (the “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 Nasdaq Global Market (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 (“Business Combination”) or the Company’s liquidation (in each case, as described in the Registration Statemen

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June 2, 2026

 

Keystone Acquisition Corp.

142 West 57th Street, 11th Floor

New York, New York 10019

 

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 Keystone 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 several underwriters (each, including the Representative, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant.

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INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 2, 2026 by and between Keystone Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Efficiency INC., a Delaware corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1, File No. 333-295539 (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering (the “Offering”) of the Company’s units (the “Units”), each of which consists of one Class A ordinary share, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share, has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and

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TENANCY AGREEMENT (COMMERCIAL / INDUSTRIAL)

 

THIS AGREEMENT is made on the 26 March 2025

 

BETWEEN

Name : Holee Pte Ltd

UEN No : 201222904N

 

(hereinafter called “the Landlord” which expression shall where the context so admits include the person entitled for the time being to the reversion immediately expectant on the term hereby created) of the one part.

 

AND

Name : All Best App Pte Ltd

UEN No : 202338637G

 

(hereinafter called “the Tenant” which expression shall where the context so admits include the Tenant’s successors and assigns) of the other part.

 

WHEREBY IT IS AGREED as follows:

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EXECUTIVE OFFICER AGREEMENT

THIS EXECUTIVE OFFICER AGREEMENT (this “Agreement”), dated as of June 5, 2026, is by and between Star Integratia Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), and Joyce LAI Xin, an individual (the “Executive Officer”).

 

AGREEMENT

1. Appointment. The Executive Officer was appointed as chief executive officer (the “CEO”) of the Company on May 25, 2026. This Agreement serves to regulate the employment relationship between the Company and the Executive Officer from the effective date of the registration statement of the Company’s initial public offering (“Effective Date”). For the avoidance of doubt, this Agreement shall not affect the effectiveness of the appointment of the Executive Officer on May 25, 2026, nor the Executive Officer’s employment relationship with the Company prior to the effectiveness of the registration statement. The Company shall employ the Executive Officer and the Executive Officer shall diligently and faithfully serve as the CEO pursuant to the terms and conditions of thi

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DIRECTOR AGREEMENT

 

THIS DIRECTOR AGREEMENT (this “Agreement”), dated as of June 5, 2026 is by and between Star Integratia Limited, a company incorporated under the laws of the Cayman Islands (the “Company”, together with its subsidiaries, the “Group”), and LIM Kiam Kiam, an individual (the “Director”).

 

RECITALS

 

WHEREAS, the Company desires to appoint the Director to serve as chairlady (the “Chairlady”) to the Company’s board of directors (the “Board”) and the Director desires to accept such appointment to serve on the Board; and

 

WHEREAS, the Director may be appointed to serve as a member or chair of one or more committees of the Board.

 

AGREEMENT

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