Browse EX-10 agreements

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LOCK-UP AGREEMENT

May 21, 2026

HCW Biologics Inc.

2929 N. Commerce Parkway

Miramar, FL 33025

Re: Placement Agency Agreement, dated as of May 21, 2026 (the “Placement Agency Agreement”), between HCW Biologics Inc. (the “Company”) and E.F. Hutton & Co. (the “Placement Agent”).

Ladies and Gentlemen:

Defined terms not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the meanings set forth in the Placement Agency Agreement. In satisfaction of a condition of the Company’s obligations under the Placement 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 settlement or otherwise) by the undersigned or any Affiliat

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026, by and between East West Ave Acquisition Corp., a Cayman Islands corporation (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability trust company (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-295205) (the “Registration Statement”) and prospectus (the “Prospectus”), for its initial public offering of the Company’s units (the “Units”), each of which consists of one share of the Company’s common stock Common Stock, par value $0.0001 per share (the “Common Stock”), and one right to receive one-fourth (1/4) of a share of Common Stock upon the consummation of an initial business combination (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission (capitalized term used herein and not otherwise defined shall have the meanings set forth in the Registration Statem

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Exhibit 10.3

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [   ], 2026, is made and entered into by and among East West Ave Acquisition Corp., a Nevada corporation (the “Company”), East West Avenue LLC (“Sponsor A”), NFR Capital Limited (“Sponsor B”, together with Sponsor A, the “Sponsors”), and undersigned party listed under Holder on the signature page hereto (each such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement is defined as a “Holder” and collectively the “Holders”).

RECITALS

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Exhibit 10.10

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SECURITIES TRANSFER AGREEMENT

This Securities Transfer Agreement is dated as of [   ], 2026 (this “Agreement”), by and among East West Avenue LLC, a Delaware limited liability company (the “Seller”), and the parties identified on the signature page hereto (each a “Buyer”, collectively, the “Buyers”).

WHEREAS, the Seller is a sponsor of East West Ave Acquisition Corp., a Nevada corporation (the “Company”), a newly-organized blank check company, or special purpose acquisition company, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Corporation and one or more businesses (a “Business Combination”);

WHEREAS, the Company is contemplating its initial public offering of 10,000,000 units, each consisting of one share of common stock, $0.0001 par value, and one right (the “IPO”);

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EAST WEST AVE ACQUISITION CORP.

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[  ], 2026

East West Avenue LLC

131 Continental Drive Suite 305

Newark, DE 19713

RE: Securities Purchase Agreement

Ladies and Gentlemen:

We are pleased to accept the offer you (the “Subscriber”) have made to purchase 192,500 units (the “Units”), each comprised of one share of the common stock, par value $0.0001 per share (the “Common Stock”), and one right to receive one-fourth (1/4) of a share of Common Stock upon the consummation of the Company’s initial business combination (each, a “Right”) in ourselves, East West Ave Acquisition Corp., a Nevada corporation (the “Company”), whether or not the over-allotment option is exercised in connection with the initial public offering of the Company. The terms on which the Company is willing to sell the Units to the Subscriber pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the Company and the Subscriber’s agreements regarding such Units, are as follows:

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East West Ave Acquisition Corp.

5725 S Valley View Blvd, Ste 5 #378094

Las Vegas, NV 89118

[    ], 2026

Re: Initial Public Offering

Ladies and 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 among East West Ave Acquisition Corp., a Nevada corporation (the “Company”), ARC Group Securities LLC as the representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 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 share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one right to receive one-fourth (1/4) of a share of Common Stock (each, a “Right”). The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the

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FORM OF AUTHORIZED PARTICIPANT MASTER AGREEMENT

Fidelity Digital Assets

This Authorized Participant Master Agreement (the “Agreement”) is entered into between Fidelity Distributors Company LLC (the “Distributor”) and [________________________________________] (the “Participant”) and is subject to acceptance by State Street Bank and Trust Company (the “Transfer Agent”). The Distributor, the Participant and the Transfer Agent acknowledge and agree that each Trust listed on Attachment C, as may be amended from time to time, (each, a “Trust” and, collectively, the “Trusts”) is structured as an exchange-traded commodity fund and shall be a third-party beneficiary of this Agreement and shall receive the benefits contemplated by this Agreement to the extent specified herein. Capitalized terms used but not defined herein are defined in the current prospectus for each Trust (the “Prospectus”).

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EX-10.3.2

Exhibit 10.3.2

BITGO CUSTODIAL SERVICES AGREEMENT

WHEREAS;

 

 

A.

Custodian provides Services related to Digital Assets and Fiat Currencies; and

 

 

B.

Each Client desires to open, and Custodian wishes to provide, a Custodial Account, as provided below.

NOW THEREFORE, in consideration of the mutual promises contained herein, the parties hereby agree:

This Custodial Services Agreement is made as of the later date of the signatures below (the “Effective Date”) by and between each fund specified on Schedule B (each a “Client” and collectively the “Clients”), by and through its sponsor and agent, FD Funds Management LLC, acting solely in its capacity as such (“Sponsor”), and Custodian, as defined below. This Agreement governs Client’s use of the Custodial Services, APIs, and Staking Services (each as defined below, and collectively, the “Services”) provided or made available by the Custodian. Each Client severally and not jointly enters into this Agreement with Custodian. This Agreement shall constitute separate agreements, each between a single Client

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EX-10.3.1

Exhibit 10.3.1

 

ORDER FORM

 

Anchorage Contact

  

Client Contact

Name: Matthew Zablotny

  

Name: Cynthia Lo Bessette

Email: [redacted]

  

Email: [redacted]

This AMENDED AND RESTATED MASTER CUSTODY SERVICE AGREEMENT (“Agreement”) is made and entered into as of the Effective Date provided herein, by and between Anchorage Digital Bank N.A. (“Anchorage”,) and each fund listed on Schedule C (each a “Client”) (Anchorage and Client, each a “Party” and collectively, the “Parties”) and fully amends and restates the Master Custody Service Agreement (“Original Agreement”) entered into by the Parties dated September 22, 2025. Each Client, acting through FD Funds Management LLC (the “Agent”), severally and not jointly enters into this Agreement with Anchorage. This Agreement shall constitute separate agreements, each between a single Client and Anchorage, as if such Client had executed a separate Agreement naming only itself as the Client, and no Client shall have any liability for the obligations of any other Client. Any reference

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Resolution Agreement

Artificial Intelligence Technology Solutions, Inc. (“Company”) and AIV Investments, LLC. (“Investor”), collectively known as the “parties,” on this 7th day of August, 2025, resolve as follows:

 

Whereas the parties entered into that certain Securities Purchase Agreement dated September 19, 2024, whereby the Company was obligated to deliver 123,990,716(1) registered shares of its common stock to the Investor on July 22, 2025 (“Third Commitment Shares”);

 

Whereas the Company requested an extension in time to deliver the Third Commitment Shares;

 

The Parties hereby resolve that the delivery by the Company of 123,990,716(1) registered shares of its Common Stock concurrently with the execution of this Agreement shall satisfy the Company’s obligations pursuant to the Agreement dated September 19, 2024.

 

This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and thereof and supersedes all prior agreements and understandings, written or oral, with respect to such matters.

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PURCHASE AGREEMENT

 

This PURCHASE AGREEMENT (the “Agreement”), dated as of, September 19, 2024, by and between Artificial Intelligence Technology Solutions Inc., a Nevada corporation (the “Company”), and AIV INVESTMENTS, LLC, a Nevada limited liability company (the “Investor”).

 

WHEREAS:

 

Subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Investor, and the Investor wishes to buy from the Company, up to Thirty Million Dollars ($ 30,000,000) of the Company’s registered common stock, $0.00001 par value per share (the “Common Stock”). The shares of Common Stock to be purchased hereunder are referred to herein as the “Purchase Shares” or “Securities.”

 

NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Investor hereby agree as follows:

 

1. CERTAIN DEFINITIONS.

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Resolution Agreement

Artificial Intelligence Technology Solutions, Inc. (“Company”) and AIV Investments, LLC. (“Investor”), collectively known as the “parties,” on this 7th day of August, 2025, resolve as follows:

 

Whereas the parties entered into that certain Securities Purchase Agreement dated September 19, 2024, whereby the Company was obligated to deliver 123,990,716 registered shares of its common stock to the Investor on July 22, 2025 (“Third Commitment Shares”);

 

Whereas the Company requested an extension in time to deliver the Third Commitment Shares;

 

The Parties hereby resolve that the delivery by the Company of 123,990,716 registered shares of its Common Stock concurrently with the execution of this Agreement shall satisfy the Company’s obligations pursuant to the Agreement dated September 19, 2024.

 

This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and thereof and supersedes all prior agreements and understandings, written or oral, with respect to such matters.

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