Browse EX-10 agreements

FORM OF LOCK-UP AGREEMENT

This Lock-Up Agreement (this “Agreement”) between Mountain Crest Acquisition Corp. V, a Delaware corporation (“Mountain Crest”), Mountain Crest Global Holdings LLC, a Delaware limited liability company (“Sponsor”), the equityholders of CubeBio Co., Ltd., a corporation (“chusik hoesa”) organized under the laws of Korea (the “Company”), listed on Schedule 1 (each a “Lock-Up Party” and collectively with Sponsor, the “Lock-Up Parties”) is dated [●], 2026 (the “Signing Date”). Mountain Crest, Sponsor, the Company and the Lock-up Parties are referred to individually as a “Party” and collectively, as the “Parties”. Capitalized terms used but not otherwise defined shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

BACKGROUND

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COMPANY SHAREHOLDER SUPPORT AGREEMENT

COMPANY SHAREHOLDER SUPPORT AGREEMENT, entered into by Mountain Crest Acquisition Corp. V, a Delaware corporation (“Mountain Crest”), CubeBio Co., Ltd., a corporation (“chusik hoesa”) organized under the laws of Korea (the “Company”), and certain shareholders of the Company whose names appear on the signature pages of this Agreement (each, a “Shareholder” and, collectively, the “Shareholders”) is dated October [●], 2026 (the “Signing Date”).

BACKGROUND

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EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (this “Agreement”) is entered into as of [the Closing Date] (the “Effective Date”) by and between CubeBio Holdings Limited, a corporation organized under the laws of the Cayman Islands (the “Company”), and [_________________,] an individual (the “Executive”).

W* I T N E S S E T *H

**WHEREAS, **the Company is a Cayman Islands exempted company limited by shares that will be the post-closing public holding company following the business combination between Mountain Crest Acquisition Corp. V and CubeBio Co., Ltd. (the “Business Combination”); and

WHEREAS, the Company desires to employ the Executive as one of its executive officers in the position of [Title], reporting to [reporting to], and the Company and the Executive desire to enter into this Agreement to set forth the terms of the Executive’s employment with the Company; and

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SPONSOR SUPPORT AGREEMENT

This SPONSOR SUPPORT AGREEMENT (this “Agreement”) between CubeBio Co., Ltd., a corporation (“chusik hoesa”) organized under the laws of the Republic of Korea (the “Company”), Mountain Crest Global Holdings LLC, a [Delaware] limited liability company (the “Sponsor”), and Mountain Crest Acquisition Corp. V, a Delaware corporation (the “Mountain Crest” together with the Company and the Sponsor, each a “Party” and together the “Parties”) is dated [●], 2026 (the “Signing Date”).

BACKGROUND

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KOREA ADMINISTRATIVE SCRIVENERS & CERTIFIED PUBLIC TRANSLATORS’ ASSOCIATION Korea Translators Administrative Scrivener Number of issue: 47254 CERTIFICATE OF TRANSLATION Transaction Agreement Title of Document (Description of Service) CUBEBIO Co., Ltd. Name of Customer I, GI CHOUL, CHOI, signed below, HEREBY CERTIFY that the attached documents were prepared and translated by myself at the request of the person named above and that the translation is true and accurate to the original document . The translated document(s) submitted to you (agency) is/are accurately and fairly authorized translation(s) according to the Official Translation Administrative Office of the Republic of Korea’s Licensed Administrative Agent Act (Item 3 and 4 , Paragraph 1 , Article 2 ) . A Registered Public Translator is authorized to translate foreign/Korean documents submitted to and from foreign/Korean Government Offices and its relevant authorities from foreign languages to Korean and vice versa . We hereby issue Certificate of Translation pursuant to Korea’s Licensed Administrative Agent Act (Paragraph 2 ,

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FORM OF

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) between (i) CubeBio Holdings Limited, a Cayman Islands exempted company limited by shares (“PubCo”), (ii) Mountain Crest Acquisition Corp. V, a Delaware corporation (“Mountain Crest”), (iii) Mountain Crest Global Holdings LLC, a Delaware limited liability company and the sponsor of Mountain Crest (the “Sponsor”), (iv) certain holders of Mountain Crest listed under Legacy Mountain Crest Holders on the signature page (each a “Legacy Mountain Crest Holder” and collectively, the “Legacy Mountain Crest Holders”), (v) each of the undersigned parties that were former shareholders of CubeBio Co., Ltd., a Korean chusik hoesa listed under “Holder” on the signature page (each such party to this Agreement and any person or entity who later becomes a party to this Agreement under Section 5.2, a “Holder” and collectively the “Holders”) is dated [●], 2026 (the “Signing Date”).

BACKGROUND

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Certain identified information has been excluded from this exhibit because it is both

(i) not material and (ii) the type of information that Cubebio Holdings Limited

customarily and actually treats as private or confidential.

The omitted information is indicated in this exhibit by [***].

Exhibit 10.16

Quality Assurance Agreement, dated May 27, 2025,

by and between CubeBio Co., Ltd. and TOYOBO Co., Ltd.

Quality Assurance Agreement

This Agreement entered into as of May 27, 2025 (hereafter the Effective Date), between CUBEBIO Co., Ltd., having its registered office at** **8F HYHILL Bldg, Digital-ro 10-gil 9, Geumcheon-gu, Seoul, Republic of Korea (It is called as “CUBEBIO” hereinafter.) and TOYOBO Co.,Ltd., a corporation having its principal place of business at 1-13-1 Umeda, Kita-ku, Osaka 530-0001, Japan (It is called as “TOYOBO” hereinafter.) enter into the agreement on the basic matters for the production and supply of the Products.

Article 1. Objective

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DATED 20 December 2022

FIDELIS INSURANCE BERMUDA

LIMITED

and

SHELF OPCO BERMUDA LIMITED

BINDER AGREEMENT

relating to

PROJECT COOPER

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1.							Definitions and interpretation	1

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DATED 20 December 2022

FIDELIS UNDERWRITING LIMITED

and

PINE WALK CAPITAL LIMITED

BINDER AGREEMENT

relating to

PROJECT COOPER

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$2,040,000,000 Term Loan Facility

$200,000,000 Revolving Facility

CREDIT AND GUARANTY AGREEMENT

among

TFP INTERMEDIATE HOLDINGS I LIMITED,

as Holdings,

TFP FINANCING BERMUDA LIMITED,

as the Bermuda Borrower,

TFP US FINANCING LLC,

as the U.S. Borrower,

The Other Loan Parties from time to time Parties Hereto,

The Several Lenders from time to time Parties Hereto,

MORGAN STANLEY SENIOR FUNDING, INC.,

as Administrative Agent and as Collateral Agent

Dated as of August 20, 2026

MORGAN STANLEY SENIOR FUNDING, INC.

and

BARCLAYS BANK PLC,

as Joint Bookrunners

MORGAN STANLEY SENIOR FUNDING, INC.,

BARCLAYS BANK PLC,

THE BANK OF NOVA SCOTIA,

DEUTSCHE BANK SECURITIES INC.,

and

LLOYDS BANK PLC,

as Joint Lead Arrangers

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TABLE OF CONTENTS

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RESTRICTED SHARE UNIT GRANT NOTICE AND AGREEMENT

TFP Group Limited, a Bermuda exempted company (the “Company”), pursuant to its 2026 Share Incentive Plan (as may be amended, restated and/or otherwise modified from time to time, the “Plan”), hereby grants to Holder the number of Restricted Share Units set forth below, each Restricted Share Unit being a notional unit representing the right to receive one Share, subject to adjustment as provided in the Plan (the “Restricted Share Units”). The Restricted Share Units are subject to all of the terms and conditions set forth in this Restricted Share Unit Grant Notice and Agreement (this “Award Agreement”), as well as all of the terms and conditions of the Plan, all of which are incorporated herein in their entirety. To the extent that any provisions herein (or portion thereof) conflict with any provision of the Plan, the Plan shall prevail and control. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.

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DATED January 3, 2023

SHELF HOLDCO LTD.

REGISTRATION RIGHTS AGREEMENT

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Contents

Clause											Page
1.										Certain Definitions	1

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