Browse EX-10 agreements

Exhibit 10.2

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [_], 2026 by and between Innovative Digital Investors Acquisition Corp., a Nevada corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, 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 share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and three-quarters of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of Common Stock, subject to adjustment (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; and

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1632427500.2 DB2/ 652406547.6 SEVENTH AMENDMENT TO CREDIT AGREEMENT This SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of May 28, 2026, is entered into by and among (a) INSIGHT ENTERPRISES, INC., a Delaware corporation, INSIGHT NORTH AMERICA, INC., an Arizona corporation, INSIGHT DIRECT USA, INC., an Illinois corporation, INSIGHT PUBLIC SECTOR, INC., an Illinois corporation, INSIGHT RECEIVABLES, LLC, an Illinois limited liability company, PCM, INC., a Delaware corporation, INSIGHT DIRECT PHILIPPINES, LLC (FORMERLY KNOWN AS PCM BPO, LLC), a Delaware limited liability company, SADA SYSTEMS, LLC, a Delaware limited liability company, and INFOCENTER.IO, LLC, a Delaware limited liability company (collectively, the “U.S. Borrowers”), (b) INSIGHT DIRECT (UK) LTD, a company incorporated under the laws of England with registration number 02579852 and INSIGHT NETWORKING SOLUTIONS LIMITED, a company incorporated under the laws of England with registration number 04482870 (collectively, the “U.K. Borrowers”), (c) INSIGHT ENTERPRISES NETHERLANDS B.V., a besloten vennootschap

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Exhibit 10.1

AP ADVISORS LLC

May 22, 2026

America’s Car-Mart, Inc.

1805 N 2nd St Suite 401

Rogers, AR 72756

Attn: Board of Directors

Ladies and Gentlemen:

This letter engagement agreement (“Agreement”) is entered into by and among AP Advisors LLC, a Delaware limited liability company (“APLLC”), Adam Paul, an individual and the Managing Member of APLLC (“Adam Paul” and collectively with APLLC, the “AP Parties”), on the one hand, and America’s Car-Mart, Inc., a Texas corporation (“Company”), and confirms and sets forth the terms and conditions of the engagement (the “Engagement”) of the AP Parties by the Company, including the scope of the services to be performed and the basis of compensation for those services.

1.                  Description of Services.

(a) Independent Board Member. In connection with this Engagement, Adam Paul shall serve as an independent member (“IBM”) of the Board of Directors of the Company (the “Board”). No other person or entity shall act as an IBM under this Agreement.

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Exhibit 10.4

Lock-Up Agreement

May [__], 2026

Dawson James Securities, Inc.

101 N. Federal Highway, Suite 600

Boca Raton, FL 33432

Ladies and Gentlemen:

The undersigned understands that Dawson James Securities, Inc. (the “Placement Agent”) has entered into a Placement Agency Agreement with Wellgistics Health, Inc., a Delaware corporation (the “Company”), which provides that Dawson James Securities, Inc. (the “Placement Agent”) shall serve as the exclusive placement agent for the Company, on a best efforts basis, in connection with the proposed private offering and placement (the “Offering”) by the Company of its securities, as further described in the securities purchase agreement (the “Securities Purchase Agreement”), dated as of May [__], 2026 , by and between the Company and the purchasers identified on the signature pages thereto (each, including its successors and assigns, a “Purchaser,” and collectively the “Purchasers”). Capitalized terms used and not otherwise defined

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Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of May 27, 2026, between Wellgistics Health, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser,” collectively the “Purchasers” and together with the Company, the “Parties”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 promulgated thereunder, the Company desires to issue and sell to the Purchasers, and the Purchasers desire to purchase from the Company, securities of the Company as more fully described in this Agreement (the “Offering”).

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Purchasers agree as follows:

ARTICLE I

DEFINITIONS

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Exhibit 10.3

PLACEMENT AGENCY AGREEMENT

Dawson James Securities, Inc. 101 North Federal Highway Boca Raton, Florida 33432

May 27, 2026

Ladies and Gentlemen:

This letter (this “Agreement”) constitutes the agreement between Wellgistics Health, Inc., a Delaware corporation (the “Company”) and Dawson James Securities, Inc. (“Dawson” or the “Placement Agent”) pursuant to which Dawson shall serve as the exclusive placement agent, on a best efforts, agency basis, in connection with the proposed private placement offering (the “Offering”) by the Company of its equity or equity-linked securities (the “Securities”), as more fully described in this Agreement and the Securities Purchase Agreement (as defined below). The Offering will be conducted pursuant to Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and limited to “accredited investors” as that term is defined under Rule 501 of Regulation D. Nothing in this Agreement may be construed

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Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 27, 2026, between Wellgistics Health, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

This Agreement is made pursuant to the Securities Purchase Agreement, dated on or about the date hereof, between the Company and the Purchasers (the “Securities Purchase Agreement”).

The Company and each Purchaser hereby agrees as follows:

ARTICLE 1

Definitions.

Capitalized terms used and not otherwise defined herein that are defined in the Securities Purchase Agreement shall have the meanings given such terms in the Securities Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Advice” shall have the meaning set forth in Section 6.3.

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LOAN TERM SHEET

This Loan Term Sheet dated 5/29/2026 (the “Loan Effective Date”) between FalconX Charlie, Inc (“Lender”) and Avalanche Treasury Company LLC (“Borrower”) and incorporates all of the terms of the Master Lender Agreement between Lender and Borrower on March 20, 2026 as per the following specific terms:

Lender:	FalconX Charlie, Inc.
Borrower:	Avalanche Treasury Company LLC
Loaned Assets:	$25,000,000
Loan Fee:	7.00% p.a.
Loan Type:	Open Loan
Collateral:	AVAX
Initial Collateral Ratio:	200%
Margin Call Limit:	180%
Liquidation Threshold/Default Limit:	160%
Refund Limit:	230%
Additional Terms:

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CERTAIN IDENTIFIED INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT, BECAUSE IT IS (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. “[***]” INDICATES THAT INFORMATION HAS BEEN REDACTED.

MASTER LENDER AGREEMENT

This Master Lender Agreement (“Agreement”) is made on this March 20, 2026 (“Effective Date”) by and between FalconX Charlie, Inc, (“Lender”), a corporation organized and existing under the laws of Delaware with its principal place of business at 1850 Gateway Drive, 6th floor San Mateo CA, 94404 US and Avalanche Treasury Company LLC (“Borrower”) a corporation residing and existing under the laws of Wilmington with its principal place of business at 413 W 14th Street, Suite #4633, Floor 2, New York, NY 10014.

Lender and Borrower are each individually, a “Party,” and collectively the “Parties.”

RECITALS

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Exhibit 10.66

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of [_____], 2026 between Nuwellis, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE I.

DEFINITIONS

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ADVISOR AGREEMENT

This Advisor Agreement (this “Agreement”) is entered into as of [●], 2026, by and between Wilco 63 Corporation, a Cayman Islands exempted company (the “Company”) and HandsOn Global Management LLC, a Nevada limited liability company (the “Advisor”) (each, a “Party” and together, the “Parties”).

The Parties hereto agree to the following:

1. Services. Advisor agrees to provide the services set forth below to the Company (collectively, the “Services”):

	●	Advise the Company on post initial public offering matters and strategic, financial and structuring matters related to the Company’s initial business combination (the “Transaction”), including the evaluation of potential targets and related due diligence support;

	●	Review investor and marketing materials and provide consultations on investor relations activities;

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WILCO 63 CORPORATION

Pavillion East, Cricket Square

Grand Cayman KY1-1001

Cayman Islands

December 2, 2025

Wilco 63 Holding LLC

8550 W Desert Inn Road 102-452

Las Vegas, NV 89117

	RE:	Securities Subscription Agreement

Ladies and Gentlemen:

Wilco 63 Corporation, a Cayman Islands exempted company limited by shares (the “Company”), is pleased to accept the offer Wilco 63 Holding LLC, a Nevada limited liability company, (the “Subscriber” or “you”) has made to subscribe for 5,750,000 Class B ordinary shares of the Company, US$0.0001 par value per share (the “Shares”), up to 750,000 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, collectively, the Company’s Class

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