Browse EX-10 agreements

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TAX MATTERS AGREEMENT

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This Tax Matters Agreement (the “Agreement”) is dated as of June 22, 2026, between ABVC BioPharma, Inc., a Nevada corporation (“Parent”), and BioKey (Cayman), Inc., a Cayman Islands exempted company with limited liability and wholly owned subsidiary of Parent (“Subsidiary”). As used herein, Parent on the one hand, and Subsidiary, on the other hand, are sometimes referred to individually as a “Party”, or together, as “Parties”.

WHEREAS, prior to the Distribution, Subsidiary is a wholly owned subsidiary of Parent, and the Parties have entered into a Separation and Distribution Agreement, dated as of June 22, 2026 (the “Separation Agreement”), pursuant to which Parent and Subsidiary have agreed to effect the Separation;

WHEREAS, the Board of Directors of Parent has determined that it is in the best interests of Parent and its shareholders to partially separate the business of the Subsidiary from that of the Parent through the Separation;

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EMPLOYEE MATTERS AGREEMENT

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This EMPLOYEE MATTERS AGREEMENT, dated as of June 22, 2026 (this “Agreement”), is entered into by and among ABVC BioPharma, Inc., a Nevada corporation (“Parent”), and BioKey (Cayman), Inc., a Cayman Islands exempted company with limited liability and wholly owned subsidiary of Parent (“Subsidiary”). Each of Parent and Subsidiary is referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed to such terms in the Separation Agreement (as defined below).

RECITALS

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WHEREAS, pursuant to that certain Separation and Distribution Agreement (the “Separation Agreement”) dated as of the date hereof, by and among Parent and Subsidiary, Parent and Subsidiary have set out the terms on which, and the conditions subject to which, they wish to implement the Separation and Distribution of Subsidiary; and

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TRANSITIONAL SERVICES AGREEMENT

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This Transitional Services Agreement (the “Agreement”) is dated as of June 22, 2026, between ABVC BioPharma, Inc., a Nevada corporation (“Parent”), and BioKey (Cayman), Inc., a Cayman Islands exempted company with limited liability (“Subsidiary”). As used herein, Parent on the one hand, and Subsidiary, on the other hand, are sometimes referred to individually as a “Party”, or together, as “Parties”.

WHEREAS, prior to the Distribution (as defined below), Subsidiary is a wholly owned subsidiary of Parent;

WHEREAS, the Board of Directors of Parent has determined that it is in the best interests of Parent and its shareholders to separate the Subsidiary’s business from that of the Parent through a spin-off transaction;

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THIRD AMENDMENT TO

MASTER RECEIVABLES PURCHASE AGREEMENT

This Third Amendment dated as of August 24, 2026 (the “Amendment”) is to that certain Master Receivables Purchase Agreement dated as of October 27, 2023, among The Scotts Miracle-Gro Company, as the Seller Representative and JPMorgan Chase Bank, N.A., as Purchaser (as amended, extended, modified, supplemented, restated, renewed and/or replaced, the “RPA”). Unless otherwise defined herein, capitalized terms shall have the meanings assigned to them in the RPA.

NOW, THEREFORE, for mutual consideration, the receipt of which is hereby acknowledged by the parties, the Purchaser and Seller Representative hereby agree to amend the RPA as follows:

1.    The definition of Purchase Termination Date is hereby deleted in its entirety and replaced with the following:

““Purchase Termination Date” means August 31, 2027, as such date may be extended in accordance with the terms set forth in Section 1(b)(ii).”

2.    Section 3(e) of the RPA shall be deleted and replaced with the following:

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FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among [●] (f/k/a Black Spade Acquisition III Co), a Cayman Islands exempted company (the “Company”), Black Spade Sponsor LLC III, a Cayman Islands limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen and Company Securities, LLC and Chardan Capital Markets, LLC (the “Representatives”), and the undersigned parties listed as an Existing Holder on the signature pages hereto (each such party, together with the Sponsor, the Representatives and any other person deemed an “Existing Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.2 hereof, an “Existing Holder” and collectively, the “Existing Holders”), and Astrum Space Holding Inc, a Cayman Islands exempted company and the undersigned parties listed as a New Holder on the signature pages hereto (each such party, together with any other person deemed a “New Holder” w

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FORM OF LISTING ARTICLES

THE COMPANIES ACT (AS REVISED)

of the cayman islands

company limited by shares

SECOND Amended and Restated MEMORANDUM AND ARTICLES OF ASSOCIATION

OF

Astrum Space INC

(Adopted by Special Resolution dated [*] 2026 and effective on [*])

i

THE COMPANIES Act (as revised)

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of the cayman islands

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company limIted by shares

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SECOND Amended and Restated MEMORANDUM OF ASSOCIATION

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of

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ASTRUM SPACE INC

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(Adopted by Special Resolution dated [*] 2026 and effective on [*])

	1.	The name of the Company is Astrum Space Inc.

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SPONSOR SUPPORT AND LOCK-UP AGREEMENT AND DEED

This SPONSOR SUPPORT AND LOCK-UP AGREEMENT AND DEED (this “Agreement”) is made as a deed as of August 27, 2026, by and among Astrum Space Inc, an exempted company incorporated with limited liability under the laws of the Cayman Islands, (the “Company”), Black Spade Acquisition III Co, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“BIII”), Black Spade Sponsor LLC III, a limited liability company registered under the laws of the Cayman Islands (the “Sponsor”), and each of the undersigned Persons listed on Schedule A to this Agreement (each, together with the Sponsor, the “Sponsor Parties”).

RECITALS

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FORM OF PLAN OF MERGER

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THIS PLAN OF MERGER is made on _________________ 2026.

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BETWEEN

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SHAREHOLDERS SUPPORT AND LOCK-UP AGREEMENT AND DEED

This SHAREHOLDERS SUPPORT AND LOCK-UP AGREEMENT AND DEED (this “Agreement”) is made as a deed as of August 27, 2026, by and among Astrum Space Inc, an exempted company incorporated with limited liability under the laws of the Cayman Islands, (the “Company”), Black Spade Acquisition III Co, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“BIII”), and Astrum Space Holding Inc, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Astrum Holding”).

RECITALS

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EXECUTION VERSION

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CREDIT AGREEMENT


dated as of


August 25, 2026


among


PERMA-PIPE INTERNATIONAL HOLDINGS, INC.,
as the Borrower


The other Loan Parties Party Hereto,


The Lenders Party Hereto


and


JPMORGAN CHASE BANK, N.A.,
as Administrative Agent

___________________________

JPMORGAN CHASE BANK, N.A.,
as Sole Bookrunner and Sole Lead Arranger

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TABLE OF CONTENTS

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**MASTER TRANSACTION AGREEMENT **

by and between

**VELOCITY COMMERCIAL CAPITAL, LLC **

and

**TITAN RR LLC **

Dated as of August 26, 2026

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*TABLE OF CONTENTS *

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August 19, 2026

Chris Boynton

[Redacted]

Dear Chris,

We are pleased to offer you the position of **Chief Financial Officer (CFO) **at Karman Space & Defense (“Karman” or the “Company”) reporting to Jon Rambeau, Chief Executive Officer. Your anticipated start date will be **Monday, September 14, 2026 **(the “Start Date”). This agreement is contingent upon and subject to your commencing employment with the Company and the approval of the Company’s Compensation Committee.

Your annual salary for this exempt position is **$750,000 **(the “Base Salary”) subject to applicable tax withholding, paid on a bi-weekly basis pursuant to Karman’s regular payroll policy.

You will also be provided a one-time, sign-on bonus of **$500,000 **upon the start of your employment, less applicable taxes and authorized deductions and payable within 30 days of your start date. In the event you resign without Good Reason or are terminated for Cause within 12 months of your Start Date, you will be required to repay 100% of the sign-on bonus.

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