Browse EX-10 agreements

Date:		September 2, 2026
To:		Ribbon Acquisition Corp., a Cayman Islands exempted company (“RIBB”) and DRC Medicine Ltd., a Japanese corporation (“Target”).

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of September 2, 2026 is made by and among METEORA SELECT TRADING OPPORTUNITIES MASTER, LP, a Cayman Islands exempted limited partnership (together with its affiliates and permitted assigns, the “Investor”), and RIBBON ACQUISITION CORP., a Cayman Islands exempted company (“RIBB”). The term “Company” refers to RIBB until the closing of the Business Combination and, following the closing of the Business Combination, to DRC Medicine Inc., a Delaware corporation (“PubCo”). RIBB executes and delivers this Agreement as the Company as of the date hereof, and, effective upon the closing of the Business Combination and pursuant to the Joinder of PubCo set forth on the signature pages hereof, PubCo shall be substituted for RIBB as, and shall assume and be bound by all of the obligations and liabilities of, the Company hereunder. The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.” The Parties acknowledge and agree that any previously execut

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SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on September 2, 2026, by and among Ribbon Acquisition Corp., a Cayman Islands exempted company (the “Company”) and the undersigned subscriber (“Subscriber”).

WHEREAS, in connection with the Business Combination Agreement, dated as of June 30, 2025 (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), the Company, DRC Medicine Inc., a Delaware corporation (“PubCo”), DRC Merger Inc., a Delaware corporation and direct, wholly owned subsidiary of PubCo (“Merger Sub”), and DRC Medicine Ltd., a Japanese corporation (the “Target”) are entering into transactions (the “Transactions”), pursuant to which (i) PubCo and the Target will engage in a share exchange pursuant to which the Target will become a wholly owned subsidiary of PubCo (the “Share Exchange”), (ii) the Company will de-register as a Cayman Islands exempted company and domesticate as a Delaware corporation (the “Domestication”), and (iii) at the closing of

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NON-REDEMPTION AGREEMENT

This Non-Redemption Agreement (this “Agreement”) is entered as of September [__], 2026 by and among Andretti Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Andretti Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned investor (the “Investor”).

RECITALS

WHEREAS, the Sponsor currently holds Class B ordinary shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”) initially purchased in a private placement prior to the Company’s initial public offering (the “IPO” and such shares, the “Founder Shares”);

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Execution Version

OMNIBUS AMENDMENT NO. 1

TO

RECEIVABLES PURCHASE AGREEMENT AND PERFORMANCE UNDERTAKING

[Amendment No. 13 to Receivables Purchase Agreement, dated as of October 3, 2016, as amended and restated, and
Amendment No. 3 to Performance Undertaking, dated as of October 3, 2016, as amended]

= = =

This Omnibus Amendment No. 1 (this “Amendment”), effective as of August 31, 2026 (the “A&R Effective Date”), is entered into by and among the following parties:

(a)        Sensient Receivables LLC, a Delaware limited liability company (the ***“SPE” ***or the “Seller”);

(b)        Sensient Technologies Corporation, a Wisconsin corporation (“STC”);

(c)        Wells Fargo Bank, National Association, a national banking association (“Wells Fargo”);

(d)        PNC Bank, National Association, a national banking association (“PNC”); and

(e)        PNC Capital Markets LLC, a Delaware limited liability company, as the “structuring agent” for this Amendment (the “Structuring Agent”).

RECITALS:

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Exhibit 10.1

September 2, 2026

Mr. Aric Chang

[***]

Re: Employment Offer Letter

Dear Aric,

We are pleased to extend an offer of employment to you with American Healthcare Opps Holdings LLC (the “Company”). This letter will serve to confirm the full and complete terms of our employment offer.

Your position will be Chief Financial Officer, and you will be hired as a regular, full-time employee of the Company who is exempt from overtime compensation and for whom reasonable work travel will be required. In your role, you will report to Jeff Hanson, Chief Executive Officer, and Gabe Willhite, President and Chief Operating Officer,and will devote your full working time and attention toward the performance of your duties and in the best interests of the Company and its affiliates. Your estimated start date will be no later than October 1, 2026.

Your monthly base salary will be $41,666.66, payable in accordance with the Company’s normal payroll procedures, and corresponding to an annual base salary of $500,000.

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TRANSITION AND SEPARATION AGREEMENT AND GENERAL RELEASE

American Healthcare Opps Holdings, LLC (the “Company”), and Brian S. Peay (“Employee”) hereby enter into this Transition and Separation Agreement and General Release in connection with Employee’s termination of his employment with the Company (this “Agreement”):

1.

Employee’s employment with the Company will terminate effective September 30, 2026 (the “Termination Date”). From the date this Agreement is mutually executed and delivered by Employee and the Company (“Effective Date”), Employee will continue to be paid his normal wages through and including the Termination Date, as well as all accrued and unused vacation time, and unreimbursed business expenses incurred through the Termination Date. Information regarding Employee’s benefits under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) shall be sent to him under separate cover. Effective as of the Termination Date, Employee hereby resigns from all officer, director, manager, trustee and similar positions he holds with the Company, AHR and each of their respe

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EXECUTION VERSION

AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT

THIS AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of September 1, 2026 (the “Amendment Effective Date”), is entered into among PennantPark Investment Advisers, LLC, a Delaware limited liability company, as the collateral manager (the “Collateral Manager”), PennantPark Private Income Fund SPV LLC, a Delaware limited liability company, as the borrower (the “Borrower”), the Lenders party hereto, CIBC Bank USA, as the administrative agent (the “Administrative Agent”) and Western Alliance Trust Company, National Association, not in its individual capacity but as the collateral agent (the “Collateral Agent”) and as the document custodian (the “Document Custodian”).

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Execution Version

FOURTH AMENDED AND RESTATED SENIOR SECURED
REVOLVING CREDIT AGREEMENT

dated as of

September 2, 2026

among

CAPITAL SOUTHWEST CORPORATION

as Borrower

The LENDERS Party Hereto

ING CAPITAL LLC
as Administrative Agent and Bookrunner

TEXAS CAPITAL BANK,

as Documentation Agent

and

ING CAPITAL LLC and

THE HUNTINGTON NATIONAL BANK, SUCCESSOR BY MERGER TO CADENCE BANK

as Joint Lead Arrangers

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TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS

SECTION 1.01.    Defined Terms    2

SECTION 1.02.    Classification of Loans and Borrowings    41

SECTION 1.03.    Terms Generally    41

SECTION 1.04.    Accounting Terms; GAAP    41

SECTION 1.05.    Rates    42

SECTION 1.06.    Events of Default    43

ARTICLE II

THE CREDITS

SECTION 2.01.    The Commitments    43

SECTION 2.02.    Loans and Borrowings    43

SECTION 2.03.    Requests for Borrowings    44

SECTION 2.04.    Letters of Credit.    45

SECTION 2.05.    Funding of Borrowings    50

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AGREEMENT FOR DEED IN LIEU OF FORECLOSURE

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THIS AGREEMENT is made this 31st day of August 2026, by and between DYE CANDY COMPANY, a Missouri corporation (“Borrower”), and G.W. Chase Candy Company LLC, a Missouri limited liability company (“Lender”).

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RECITALS

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WHEREAS, Borrower, for valuable consideration, executed and delivered that certain Amendment to Promissory Note and Security Agreement, dated June 24, 2026 to Lender, in the original principal amount of $500,000.00 (the “Note”); and

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WHEREAS, the loan as evidenced by the Note (“Loan”) and is secured by a Deed of Trust, dated June 24, 2026 executed by Borrower, recorded on June 30, 2026, as Instrument 2026005323, with the Recorder of Deeds for Buchanan County, Missouri (the “Deed of Trust”); and

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is made as of September 1, 2026, by and between DYNARESOURCE, INC., a Delaware corporation (the “Company”), and SMITH FIRST FAMILY L.P., Texas limited partnership (“Purchaser”).

RECITALS

A.

The Company intends to issue and sell up to 6,666,666 units, each unit consisting of one share of its common stock, par value $0.01 per share (“Common Stock”), and one warrant to purchase one share of Common Stock at an exercise price of $0.51 per share in a private offering with certain existing stockholders of the Company on the terms set forth below (the “Offering”).

B.

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