Browse EX-10 agreements

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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THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

AMENDED AND RESTATED PROMISSORY NOTE

Principal Amount: Up to $1,300,000	Dated as of May 20, 2026 New York, New York

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FORM OF INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2026, by and between Wilco 63 Corporation, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such companies;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its Subsidiaries (as defined below) from certain liabilities;

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WILCO 63 CORPORATION

P.O. Box 1000, Pavillion East, Cricket Square

Grand Cayman, Cayman Islands,

KY1-1001

[●], 2026

HandsOn Global Management LLC

8550 W Desert Inn Road, 102-452

Las Vegas, Nevada, 89117

Re:	Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between Wilco 63 Corporation (the “Company”) and HandsOn Global Management LLC (the “Services Provider”), an affiliate of our sponsor, Wilco 63 Holding LLC (“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 or the Company’s liquidation

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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 Wilco 63 Corporation, a Cayman Islands exempted company (the “Company”), Wilco 63 Holding LLC, a Nevada limited liability company (the “Sponsor”), and Cantor Fitzgerald & Co., a New York general partnership (the “Representative”) (the Sponsor and the Representative together with 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 Company has 5,750,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued and outstanding, up to 750,000 of which will be surrendered to the Company for no consideration depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option;

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[●], 2026

Wilco 63 Corporation Pavillion East, Cricket Square Grand Cayman, Cayman Islands, KY1-1001

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 Wilco 63 Corporation, a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 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”) and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the [●] day of [●], 2026, by and between Wilco 63 Corporation, a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. (“Cantor” or the “Subscriber”).

WHEREAS, the Company desires to sell to the Subscriber on a private placement basis (the “Offering”) an aggregate of 2,000,000 warrants (including if the underwriters’ over-allotment option is exercised in full) (each, a “Placement Warrant” and, collectively, the “Placement Warrants”) of the Company, for a purchase price of $1.00 per Placement Warrant. The Class A Ordinary Shares (as defined below) underlying the Warrants are hereinafter referred to as the “Warrant Shares”. The Placement Warrants and Warrant Shares, collectively, are hereinafter referred to as the “Securities.” Each whole Placement Warrant

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Wilco 63 Corporation, a Cayman Islands exempted company (the “Company”), and Wilco 63 Holding LLC, a Nevada limited liability company (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A ordinary share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share. The Purchaser has agreed to purchase an aggregate of 3,000,000 warrants (whether or not the over-allotment option in connection with the Public Offering is exercised in full) (the “Private Placement Warrants”), each Private Placement Warrant

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between Wilco 63 Corporation, a Cayman Islands exempted company (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. 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 of the Company’s Class A ordinary shares, 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 (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;

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SOFTWARE DEVELOPMENT AGREEMENT

This Software Development Agreement, dated as of May 10, 2026, is entered into by and between:

Youmi Inc., a Nevada corporation (“Company”); and

Seven Things (Jiangsu) Information Technology Co., Ltd., a software development service provider located at ___6-B, Guomao Business Center, Jingjiang City, Jiangsu Province_ (“Developer”).

The Company and Developer are referred to individually as a “Party” and collectively as the “Parties.”

1. Engagement

The Company engages Developer to assist in the design and development of the Company’s planned digital store-management platform and website for use in connection with the Company’s proposed convenience store franchise network.

2. Scope of Services

Developer shall provide software development and related technical services, which may include:

	(1)	website design and development;

	(2)	user interface and user experience design;

	(3)	basic store-management platform development;

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FRANCHISE COOPERATION AGREEMENT

This Franchise Cooperation Agreement, dated as of May 5, 2026, is entered into by and between:

Youmi Inc., a Nevada corporation (“Company”); and

(Yi Cen), an independent neighborhood convenience store operator located at

___Changjiang Road, Zidongyuan, Changsha City, Hunan Province_ (“Operator”).

The Company and Operator are referred to individually as a “Party” and collectively as the “Parties.”

1. Purpose

The Parties desire to cooperate in connection with the Company’s planned community-oriented convenience store franchise network. Operator agrees to participate as an initial cooperating store and to receive certain branding, operational, customer-management, and digital support from the Company.

2. Cooperation Scope

The Company may provide Operator with the following support:

	1.	standardized store operation guidelines;

	2.	branding and store-presentation support;

	3.	customer-management and promotional guidance;

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