Browse EX-10 agreements

CONFIDENTIAL

Georgia Banking Company, Inc 1776 Peachtree Rd NW, Suite 300 Atlanta, GA 30309 Attn: Board of Directors	September 2, 2026

Ladies & Gentlemen:

This letter and placement agent agreement (the “Agreement”) confirms the engagement of Performance Trust Capital Partners, LLC (“Performance Trust”) by Georgia Banking Company, Inc. (the “Company”) to act as financial advisor in connection with the Company’s evaluation of a public offering (“Offering”), including the proposed registration for resale, of equity securities (the “Securities”) of the Company (the “Transaction”) to one or more investors (“Investors”).

	1.	Scope of Engagement and Services

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October [●], 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 | Best Efforts Secondary Offering | Placement Agent Agreement

Dear Dr. Slilaty:

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SERIES D 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 [●] (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 Exercis

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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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Exhibit 10.42

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FORM OF LOCK-UP AGREEMENT

September 24, 2026

HCW Biologics Inc.

2929 N. Commerce Parkway

Miramar, FL 33025

*Re: *Securities Purchase Agreement, dated as of September 23, 2026 (the “Securities Purchase Agreement”), between HCW Biologics Inc. (the “Company”) and Purchasers (the “Purchasers”).

Ladies and Gentlemen:

Defined terms not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the meanings set forth in the Securities Purchase Agreement. In satisfaction of a condition of the Company’s obligations under the Securities Purchase Agreement, the undersigned irrevocably agrees with the Company that, from the date hereof until one hundred eighty (180) days after the Closing Period (such period, the “Restriction Period”), the undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settle

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INDEMNIFICATION AGREEMENT

This Indemnification Agreement, is made and entered into effective as of [*], 2026 (“Agreement”), by and between Arca Nova Acquisition Corp, a British Virgin Islands company (“Company”), and the undersigned indemnitee (“Indemnitee”).

WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgated have increased the potential for liability of officers and directors; and

WHEREAS, the Board of Directors of the Company (“Board”) has determined that the ability to attract and retain such persons is in the best interests of the Company’s shareholders; and

WHEREAS, it is reasonable, prudent and necessary for the Company to obligate itself contractually to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that such persons will serve or continue to serve the Company free from undue concern that they will not be adequately indemnified; and

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SHARE SUBSCRIPTION LETTER

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To:

Arca Nova Acquisition Corp

301 S McDowell Street Suite 125

Charlotte, NC 28204 United States

Ladies and Gentlemen:

This agreement (the “Agreement”) is entered into as of July 10, 2026 by and between the undersigned (each a “Subscriber” or “you”), and Arca Nova Acquisition Corp, a British Virgin Islands company (the “Company”). The undersigned hereby subscribes for and agrees to take the number of ordinary share(s) (the “Shares”) in the Company as set forth opposite its/his/her name on the signature page hereto, for a subscription price of US$0.007 per Share, amounting in the aggregate to 3,833,333 Shares for a total subscription price of US$25,000, and undertakes to pay the full subscription price for the Shares upon issuance.

1. Purchase of Securities.

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_________, 2026

Arca Nova Acquisition Corp
301 S McDowell Street Suite 125

Charlotte, NC 28204

Maxim Group LLC

300 Park Avenue
New York, New York 10022

Re: Arca Nova Acquisition Corp Public Offering; Voting, Lock-Up and Waiver

Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Arca Nova Acquisition Corp, a British Virgin Islands company (the “Company”), and Maxim Group LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 10,000,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s ordinary shares, no par value (the “Ordinary Shares”), and one-half of one redeemable warrant, with each whole warrant entitles the holder thereof to purc

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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

$500,000.00	July 6, 2026

Arca Nova Acquisition Corp (“Maker”) promises to pay to the order of DDC Acquisition Corp or its successors or assigns (“Payee”) the principal sum of up to Five Hundred Thousand Dollars and No Cents ($500,000.00) in lawful money of the United States of America, on the terms and conditions described below.

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REGISTRATION RIGHTS AGREEMENT

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THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [*], 2026, by and among Arca Nova Acquisition Corp, a British Virgin Islands company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).

WHEREAS, the Investors and the Company desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of the securities held by them as of the date hereof;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. DEFINITIONS. The following capitalized terms used herein have the following meanings:

“Agreement” means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.

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**ARCA NOVA ACQUISITION CORP **

301 S McDowell Street Suite 125

Charlotte, NC 28204

United States

ADMINISTRATIVE SERVICES AGREEMENT

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		[     ], 2026

**DDC Acquisition Corp  **

Ladies and Gentlemen:

This letter agreement will confirm our mutual agreement that, commencing on the first date (the “Effective Date”) that any securities of Arca Nova Acquisition Corp (the “Company”) registered on the Company’s registration statement (the “Registration Statement”) for its initial public offering (the “IPO”) are listed on the NYSE, and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), DDC Acquisition Corp (“DDC Acquisition”) shall make available to the Company certain office space, utilities and secretarial and administrative services as may be required by the Com

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Agreement is made effective as of [*], 2026 by and between Arca Nova Acquisition Corp (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”).

WHEREAS, the Company’s registration statement on Form S-1, No. 333-[ ] (“Registration Statement”) for its initial public offering of securities (“IPO”) has been declared effective as of the date hereof (“Effective Date”) by the Securities and Exchange Commission (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement); and

WHEREAS, Maxim Group LLC (“Maxim”) is acting as the representative of the underwriters in the IPO; and

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