Browse EX-10 agreements

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 27, 2026, is by and among Veraxa Biotech AG, a public limited company organized under the Laws of Switzerland with offices located at Talacker 35, 8001 Zurich, Switzerland (CHE-191.735.923) (the “Company”), Veraxa Biotech Holding AG, a company limited by shares organized under the Laws of Switzerland with offices located at Talacker 35, 8001 Zurich, Switzerland (CHE-441.201.868) (“PubCo”), Voyager Acquisition Corp., a Cayman Islands exempted company with limited liability (“Voyager”) with offices located at 131 Concord Street, Brooklyn, NY 11201 and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

RECITALS

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Execution Version

_____________ 2026

Veraxa Biotech GmbH (as Pledgor)

and

HBC Collateral Agent LLC (as Collateral Agent)

PLEDGE OF IP RIGHTS AGREEMENT

Maximilianstrasse 13 80539 Munich, Germany Tel: +49.89.2080.3.8000

www.lw.com

Contact: Dr. Christian Jahn

CONTENTS

Clause			Page
1.	DEFINITIONS AND INTERPRETATION		2
2.	Security Interests		4
3.	Security purpose		6
4.	Information		6
5.	Notification of Third Parties and registration		6
6.	Inspection		7
7.	Bookkeeping and data-processing		7
8.	Authorisation		8
9.	Representations and Warranties		8
10.	Undertakings		9
11.	Enforcement		10
12.	Limitation of enforcement		11
13.	Independent and continuing security		14
14.	Release (Sicherheitenfreigabe)		14
15.	Waiver of defences		15
16.	Liability and Indemnity		15
17.	Costs and expenses		15
18.	Assignment		16

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FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between JAB Acquisition Corp I, a Cayman Islands exempted company with limited liability (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. ) (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 (the “Ordinary Shares”), one redeemable warrant (the “Warrants”) and one right to receive one-fourth (1/4) of one Ordinary Share (the “Rights”), upon consummation of the Company’s initial business combination (such initial business combination hereinafter referred to as the “Business Combination”, and such initial public offering hereinafter referred to as the “Offering”),

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among JAB Acquisition Corp I, a Cayman Islands exempted company (the “Company”), JAB Acquisition Sponsor I, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor 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 Sponsor owns 9,857,143 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), up to 1,285,714 of which are subject to forfeiture by the Sponsor depending on the extent to which the underwriter’s over-allotment option is exercised;

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [●], 2026 (this “Agreement”), is entered into by and between JAB Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and JAB Acquisition Sponsor I, 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 (the “Units”), each Unit consisting of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”), of the Company, one redeemable warrant (a “Public 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”) and one right to receive one-fourth (1/4th) of one Class A ordinary share upon the consummation of an initial business combination (a “Public Right”) to

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June [   ], 2026

JAB Acquisition Corp I

270 Sylvan Avenue, Suite 2230

Englewood Cliffs, NJ  07632

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 JAB Acquisition Corp I., a Cayman Islands exempted company limited by shares (the “Company”) and D. Boral Capital LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 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”), one redeemable warrant (each warrant, a “Public Warrant”) and one right (each right, a “Public Right).

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Exhibit 10.35

FIFTH AMENDMENT TO UNSECURED PROMISSORY NOTE

This Fifth Amendment to Unsecured Promissory Note (this “Amendment”) is entered into as of May 29, 2026, by and between: NextTrip Inc., a Nevada corporation (the “Company”), and The Donald P. Monaco Insurance Trust (the “Holder”). The Company and the Holder are referred to collectively as the “Parties.”

RECITALS

WHEREAS, the Company previously issued that certain Unsecured Promissory Note dated March 25, 2026, in the original principal amount of $80,000 (the “Note”); and

WHEREAS, the Company previously issued that certain First Amendment to the Unsecured Promissory Note dated April 6, 2026, in the additional principal amount of $75,000 (the “Note”); and

WHEREAS, the Company previously issued that certain Second Amendment to the Unsecured Promissory Note dated April 9, 2026, in the additional principal amount of $135,000 (the “Note”); and

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Exhibit 10.34

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of May 8, 2026, between NextTrip, Inc., a Nevada corporation (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulation D promulgated thereunder, the Company desires to issue and sell to the Purchaser, and the Purchaser 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 the Purchaser agree as follows:

ARTICLE I. DEFINITIONS

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Exhibit 10.31

FOURTH AMENDMENT TO UNSECURED PROMISSORY NOTE

This Fourth Amendment to Unsecured Promissory Note (this “Amendment”) is entered into as of April 30, 2026, by and between: NextTrip Inc., a Nevada corporation (the “Company”), and The Donald P. Monaco Insurance Trust (the “Holder”). The Company and the Holder are referred to collectively as the “Parties.”

RECITALS

WHEREAS, the Company previously issued that certain Unsecured Promissory Note dated March 25, 2026, in the original principal amount of $80,000 (the “Note”); and

WHEREAS, the Company previously issued that certain First Amendment to the Unsecured Promissory Note dated April 6, 2026, in the additional principal amount of $75,000 (the “Note”); and

WHEREAS, the Company previously issued that certain Second Amendment to the Unsecured Promissory Note dated April 9, 2026, in the additional principal amount of $135,000 (the “Note”); and

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Exhibit 10.29

THIRD AMENDMENT TO UNSECURED PROMISSORY NOTE

This Third Amendment to Unsecured Promissory Note (this “Amendment”) is entered into as of April 27, 2026, by and between: NextTrip Inc., a Nevada corporation (the “Company”), and The Donald P. Monaco Insurance Trust (the “Holder”). The Company and the Holder are referred to collectively as the “Parties.”

RECITALS

WHEREAS, the Company previously issued that certain Unsecured Promissory Note dated March 25, 2026, in the original principal amount of $80,000 (the “Note”); and

WHEREAS, the Company previously issued that certain First Amendment to the Unsecured Promissory Note dated April 6, 2026, in the additional principal amount of $75,000 (the “Note”); and

WHEREAS, the Company previously issued that certain Second Amendment to the Unsecured Promissory Note dated April 9, 2026, in the additional principal amount of $135,000 (the “Note”); and

WHEREAS, the Parties desire to amend the Note to further increase the principal amount and extend the maturity date.

AGREEMENT

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Exhibit 10.27

FIRST AMENDMENT TO UNSECURED PROMISSORY NOTE

This First Amendment to Unsecured Promissory Note (this “Amendment”) is entered into as of April 6, 2026, by and between: NextTrip Inc., a Nevada corporation (the “Company”), and The Donald P. Monaco Insurance Trust (the “Holder”). The Company and the Holder are referred to collectively as the “Parties.”

RECITALS

WHEREAS, the Company previously issued that certain Unsecured Promissory Note dated March 25, 2026, in the original principal amount of $80,000 (the “Note”); and

WHEREAS, the Parties desire to amend the Note to increase the principal amount and extend the maturity date.

AGREEMENT

1. Increase in Principal Amount. Effective as of April 6, 2026, the outstanding principal amount of the Note is increased by $75,000. Accordingly, the total principal amount of the Note shall be $155,000, plus any accrued and unpaid interest. All interest shall continue to accrue in accordance with the terms of the Note.

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Exhibit 10.30

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of April 15, 2026, between NextTrip, Inc., a Nevada 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 exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulation D promulgated thereunder, 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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