Browse EX-10 agreements

American Bank Holdings, Inc.

as Issuer

INDENTURE

Dated as of April 22, 2003

WELLS FARGO BANK, NATIONAL ASSOCIATION

As Trustee

JUNIOR SUBORDINATED DEBT SECURITIES

DUE April 7, 2033

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TABLE OF CONTENTS

						Page
ARTICLE I DEFINITIONS
SECTION 1.01.			Definitions			1
Additional Interest						1
Additional Provisions						1
Authenticating Agent						1
Bankruptcy Law						1
Board of Directors						1
Board Resolution						2
Business Day						2
Calculation Agent						2
Capital Securities						2

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CONGRESSIONAL BANCSHARES, INC.

4.00% FIXED TO FLOATING RATE SUBORDINATED NOTE DUE

January 1, 2032

CONGRESSIONAL BANCSHARES, INC. (THE “COMPANY”) INTENDS TO USE THE NET PROCEEDS FROM THE ISSUANCE AND SALE OF THIS SUBORDINATED NOTE FOR GENERAL CORPORATE PURPOSES AND ALLOCATING AN AMOUNT EQUAL TO THE NET PROCEEDS FROM THE SALE OF THE SUBORDINATED NOTES FOR FINANCING OR REFINANCING PROJECTS, IN WHOLE OR IN PART, THAT ARE CONSISTENT WITH THE COMPANY’S GREEN FINANCING FRAMEWORK, AS MAY BE MODIFIED FROM TIME TO TIME. PENDING ALLOCATION TO SUCH PROJECTS, THE NET PROCEEDS MAY BE USED FOR GENERAL CORPORATE PURPOSES, INCLUDING SUPPORTING STRATEGIC AND ORGANIC GROWTH AND THE REPAYMENT OF INDEBTEDNESS.

THE INDEBTEDNESS EVIDENCED BY THIS SUBORDINATED NOTE IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IS NOT INSURED BY ANY FEDERAL AGENCY OR INSTRUMENTALITY, INCLUDING, WITHOUT LIMITATION, THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY OR FUND.

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CONGRESSIONAL BANCSHARES, INC.

5.75% FIXED TO FLOATING RATE SUBORDINATED NOTE DUE

DECEMBER 1, 2029

THE INDEBTEDNESS EVIDENCED BY THIS SUBORDINATED NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY OR FUND.

THE INDEBTEDNESS EVIDENCED BY THIS SUBORDINATED NOTE IS SUBORDINATED AND JUNIOR IN RIGHT OF PAYMENT TO SENIOR INDEBTEDNESS (AS DEFINED IN SECTION 3 (SUBORDINATION) OF THIS SUBORDINATED NOTE) OF CONGRESSIONAL BANCSHARES, INC. (THE “COMPANY”), INCLUDING OBLIGATIONS OF THE COMPANY TO ITS GENERAL AND SECURED CREDITORS AND IS UNSECURED. IT IS INELIGIBLE AS COLLATERAL FOR ANY EXTENSION OF CREDIT BY THE COMPANY OR ANY OF ITS SUBSIDIARIES.

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Exhibit 10.7

THIS 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.

PROMISSORY NOTE

Principal Amount: $600,000		Dated as of January 21, 2026
		New York, New York

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Exhibit 10.6

Placement Units Purchase Agreement

[Insert date]

Tidewise Acquisition Corporation

26 Broadway, Suite 934

New York, NY 10004

Ladies and Gentlemen:

Tidewise Acquisition Corporation (the “Company”), a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (the “Securities Act”), in connection with its initial public offering (“IPO”), pursuant to a registration statement on Form S-1 (the “Registration Statement”). The undersigned party hereby commits that it will purchase 203,750 units of the Company (“Private Units”) for a purchase price of $2,037,500 (the “Private Unit Purchase Price”), each Private Unit consisting of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”) and one right (the “Rights”), entitling the holder thereof to receive one-fifth

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Exhibit 10.3

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [*], 2026, by and between Tidewise Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Odyssey Transfer & Trust Company, a Minnesota corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. [*]) (the “Registration Statement”) and prospectus (the “Prospectus”), for its initial public offering of the Company’s units (the “Units”), each of which consists of one share of the Company’s ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one right to receive one-fifth (1/5) of an ordinary share upon the consummation of an initial business combination (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 (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement); and

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LETTER AGREEMENT

[Insert date]

Tidewise Acquisition Corporation

26 Broadway Suite 934,

New York, NY 10004

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 between Tidewise Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Blue Diamond Securities of America LLC as representative of the several underwriters (the “Representative”), relating to an underwritten initial public offering (the “Public Offering”), of 7,500,000 (or up to 8,625,000 if the over-allotment option is exercised in part or in full) of the Company’s units (the “Units”), each comprised of one of the Company’s ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) and one right to receive one-fifth (1/5) of one Ordinary Share (the “Public Rights”). Holders of each of the Public Rights are entitled to receive one-fifth

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Tidewise Acquisition Corporation

26 Broadway, Suite 934

New York, NY 10004

April 30, 2026

Tidewise Acquisition Corporation

26 Broadway, Suite 934

New York, NY 10004

RE: Subscription Agreement

Ladies and Gentlemen:

This agreement (the “Agreement”) is entered into as of [*] by and between Tidewise Acquisition Corporation, a Cayman Islands exempted company (the “Company”, “we” or “us”) and Tidewise Capital Corporation*,* a British Virgin Islands business company with limited liability (the “Subscriber” or “you”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 3,354,167 Ordinary shares, $0.0001 par value per share (the “Shares”), up to 437,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:

Purchase of Securities.

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[●], 2026

PERSONAL AND CONFIDENTIAL

Dr. Steve Slilaty, Chief Executive Officer

Sunshine Biopharma Inc.

333 Las Olas Way, CU4 Suite 433 Fort Lauderdale, FL 33301

	Re:	**SBFM

Dear Dr. Slilaty:

The purpose of this placement agent agreement is to outline our agreement pursuant to which Aegis Capital Corp. (“Aegis”) will act as the placement agent on a “best efforts” basis in connection with the proposed Best Efforts Secondary Offering (the “Placement”) by Sunshine Biopharma Inc. (collectively, with its subsidiaries and affiliates, the “Company”) of units consisting of its shares of Common Stock and warrants to purchase its shares of Common Stock (the “Securities”). This placement agent agreement sets forth certain conditions and assumptions upon which the Placement is premised. The Company expressly acknowledges and agrees that Aegis’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of

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SERIES C REGISTERED COMMON WARRANT TO PURCHASE COMMON STOCK

SUNSHINE BIOPHARMA INC.

Warrant Shares: [●]	Initial Exercise Date: [●], 2026
	Issuance Date: [●], 2026

THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on [●], 2031 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sunshine Biopharma Inc., a Colorado corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. Subject to the provisions of Section 2.3, the purchase price of one (1) share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2.2.

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REGISTERED PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK

SUNSHINE BIOPHARMA INC.

Warrant Shares: [●]	Initial Exercise Date: [●], 2026
	Issuance Date: [●], 2026

THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time until this Warrant is exercised in full (the “Termination Date”), to subscribe for and purchase from Sunshine Biopharma Inc., a Colorado corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. Subject to the provisions of Section 2.3, the purchase price of one (1) share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2.2.

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