Browse EX-10 agreements

Arca Nova Acquisition Corp

301 S McDowell Street Suite 125

Charlotte, NC 28204

Ladies and Gentlemen:

Arca Nova Acquisition Corp (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”), pursuant to a registration statement on Form S-1 (“Registration Statement”).

The undersigned hereby commits that it will purchase 176,500 units of the Company (“Private Units”), each Private Unit consisting of one ordinary share of the Company, no par value (the “Ordinary Shares”) and one-half of one redeemable warrant with each whole warrant entitling the holder thereof to purchase one ordinary share at a price of $11.50 per share, subject to adjustment, at $10.00 per Private Unit, for a purchase price of $1,765,000 (the “Private Unit Purchase Price”).

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STOCK ESCROW AGREEMENT

STOCK ESCROW AGREEMENT, dated as of [*], 2026 (“Agreement”), by and among Arca Nova Acquisition Corp, a British Virgin Islands Company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and Continental Stock Transfer & Trust Company, a New York limited liability trust company (the “Escrow Agent”).

WHEREAS, the Company has entered into an Underwriting Agreement, dated as of [*], 2026 (“Underwriting Agreement”), with Maxim Group LLC (“Maxim”), acting as the representative of the underwriter (the “Underwriter”), pursuant to which, among other matters, the Underwriters have agreed to purchase 10,000,000 units (“Units”) of the Company, plus an additional 1,500,000 Units if the Underwriters exercise their over-allotment option in full. Each Unit consists of one ordinary share of the Company with no par value (an “Ordinary Share”), and one-half of one redeemable warrant, all as more fully described in the Company’s final Prospectus, dated [*], 2026 (“Pro

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THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF, MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF, PURSUANT TO THE TERMS OF THIS NOTE.

VSEE HEALTH, INC.

Promissory Note (Settlement Note)

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SETTLEMENT AGREEMENT AND MUTUAL RELEASE

This Settlement Agreement and Mutual Release (the “Agreement”) is entered into as of July 21, 2026 (the “Effective Date”), by and among:

VSEE Health, Inc., a Delaware corporation (“VSEE” or the “Company”);

ADI Funding LLC, a Florida limited liability company (“ADI”); and

M2B Funding Corp., a Florida corporation (“M2B”).

The Company, ADI and M2B are sometimes referred to individually as a “Party” and collectively as the “Parties.”

RECITALS

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THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF, MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF, PURSUANT TO THE TERMS OF THIS NOTE.

VSEE HEALTH, INC.

Promissory Note (Settlement Note)

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FIRST AMENDMENT

TO

INVESTORS RIGHTS AGREEMENT

THIS FIRST AMENDMENT (this “Amendment”) to that certain Investors Rights Agreement, dated as of July 27, 2026 (the “Effective Date”) (as may be amended from time to time, the “Agreement”), by and among Uranium Royalty Corp., a corporation existing pursuant to the laws of the State of Delaware (“New ParentCo”), Orion Resource Partners (USA) LP, OMF II Onshore Gamma Holdings LLC, OMF II Intermediate Holdings LLC, OMF III Onshore Gamma Holdings LLC, OMF Onshore Omega Holdings LLC, OMF Co-Fund II Holdings LLC, OMF II Onshore Alpha Holdings LLC, OMF II Onshore Beta Holdings LLC, OMF III Onshore Alpha Holdings LLC, OMF III Onshore Beta Holdings LLC and OMF III Intermediate Holdings LLC (collectively, the “Orion Sellers”), HRG Metals LP (“HRG”) and Ontario Teachers’ Pension Plan Board (“OTPPB” and, together with HRG, the “OTPPB Parties” and, collectively with the Orion Sellers, the “Sellers”), is entered into by the Parties as of September 22, 2026.

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SERVICES AGREEMENT

THIS SERVICES AGREEMENT(this “Agreement”) is made and entered into as of __, 2026 (the “Effective Date”), by and between Preferred Shareholder Services, LLC (“PSS”), a Delaware limited liability company, and WhiteHawk Minerals Corp., a Delaware corporation (the “Company” or the “Issuer” and together with PSS the “Parties”).

WHEREAS, The Issuer is launching an offering for shares of its Series F Redeemable Preferred Stock (“Shares”) (the "Offering"), to be offered and sold on the terms and conditions set forth in the Company’s registration statement on Form S-1 and prospectus that will be filed with the Securities and Exchange Commission (“SEC”), as the same may be amended or supplemented (the “Registration Statement”);

WHEREAS, the Issuer desires to retain PSS to act as its agent to procure or otherwise deliver certain services for the benefit of the Issuer in connection with the Offering, as set forth herein, and PSS is willing and desires to accept such retention, all upon the terms and conditions set forth in this Agreement.

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WHITEHAWK MINERALS CORP.

PARTICIPATING BROKER-DEALER AGREEMENT

Ladies and Gentlemen:

Preferred Capital Securities, LLC, as dealer manager (the “Dealer Manager”) has entered into an exclusive Dealer Manager Agreement dated [•], 2026 (the “Dealer Manager Agreement”), a copy of which has been attached hereto as Exhibit B, with WhiteHawk Minerals Corp., a Delaware corporation (the “Company”) and is hereby incorporated herein by reference in its entirety, including the indemnification obligations of the Company, the Dealer Manager and the Participating Broker-Dealers as defined below. Under the Dealer Manager Agreement, the Dealer Manager has agreed to form a group of Financial Industry Regulatory Authority, Inc. (“FINRA”) member firms (the “Participating Broker-Dealers”) to obtain subscriptions for shares of Series F Redeemable Preferred Stock (the “Shares”) of the Company in all states on a “best efforts” basis (the “Offering”) under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-1 (No. 333-_______) (the “Registra

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SUBSCRIPTION AGREEMENT

Required fields are marked with *as applicable| For assistance call Investor Services: 855-320-1414

SECTION 1 : INVESTMENT

WhiteHawk Minerals Corp. proposes to offer up to 100,000 shares of Series F Redeemable Preferred Stock (Series F Preferred Stock) in connection with this offering (the "Offering"). Each share of Series F Preferred Stock will be sold at a public offering price of $1,000 per share, except as otherwise disclosed in the Prospectus, and will not be certificated. ALL sections MUSTbe completed and legible. Write/Type "N/A" in sections that are not applicable.

INVESTMENT AMOUNT *

Number of shares purchased:

Purchase price per unit1: $

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POP GLOBAL ACQUISITION LIMITED

(a Cayman Islands exempted company)

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FORM OF INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2026, by and between Pop Global Acquisition Limited, a Cayman Islands exempted company (company number 436772) (the “Company”), and the individual named on the signature page hereto (“Indemnitee”).

RECITALS

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WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [●], 2026, is entered into by and between Pop Global Acquisition Limited, a Cayman Islands exempted company (the “Company”), and NC Fortune Global Limited, a British Virgin Islands business company (BVI company number 2209464) (the “Purchaser”).

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POP GLOBAL ACQUISITION LIMITED

(a Cayman Islands exempted company)

FORM OF LETTER AGREEMENT

[●], 2026

Pop Global Acquisition Limited

McGrath Tonner Corporate Services Limited, Genesis Building, 5th Floor, Genesis Close, PO Box 446, Cayman Islands, KY1-1106

Kingswood Capital Partners, LLC

126 E 56th St, Suite 22S

New York, NY 10022

as Representative of the several underwriters named in the Underwriting Agreement (defined below) (the “Underwriters”).

Re: Initial Public Offering

Ladies and Gentlemen:

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