Browse EX-10 agreements

PROMISSORY NOTE $10,000.00

Effective Date: June 2, 2025 FOR VALUE RECEIVED, Spectral Capital Corporation, a Nevada Corporation (“Borrower”), promises to pay to the order of Michael Turner (“Lender”), the principal sum of Ten Thousand Dollars ($10,000.00), together with interest on the unpaid principal balance as set forth below.

**1. Advance and Interest **The principal sum of $10,000.00 was advanced to Borrower by Lender on the Effective Date. This Note shall bear interest on the unpaid principal balance at the rate of five percent (5%) per annum, unless the full amount of the principal is repaid within sixty (60) days of the Effective Date, in which case no interest shall accrue or be due.

**2. Payment Terms **The entire outstanding principal and any accrued interest shall be due and payable upon demand by the Lender. Borrower may prepay all or any portion of the principal amount at any time without premium or penalty.

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LOAN AGREEMENT

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This Loan Agreement (the “Agreement”) is made and entered into as of July 7, 2025 (the “Effective Date”), by and between:

SKY PLL OU, a private limited company organized and existing under the laws of Estonia, with its registered address in Estonia (hereinafter referred to as the “Lender”),

and

Spectral Capital Corporation, a corporation organized and existing under the laws of the United States, with its principal place of business located at 701 Fifth Avenue, Suite 4200, Seattle, WA 98014, United States (hereinafter referred to as the “Borrower”).

The Lender and the Borrower may collectively be referred to as the “Parties” and individually as a “Party.”

1. Loan Amount and Term

1.1. The Lender agrees to loan to the Borrower, and the Borrower agrees to borrow from the Lender, a principal amount of up to Five Hundred Thousand United States Dollars (USD $500,000) (the “Loan”).

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Exhibit** 10.23**

Loan Agreement No. 1-2-25

This agreement (hereinafter referred to as the “Agreement”) was made on the 05th of February, 2025, in Tallinn.

Parties:

Lender:

B Holding OÜ, registration code 16121556, address Harju County, Tallinn, Mustamäe district, J. Sütiste tee 19a-200, 13419, represented by board member Boriss Aleksandrov (personal ID: 38006232228) (hereinafter referred to as the Lender).

Borrower:

Spectral Capital Group Corp, address 4712 Club Park Drive Hilliard OH (Ohio) 43026 USA, represented by president Jenifer Lyn Osterwalder (hereinafter referred to as the Borrower).

The Lender and the Borrower are individually referred to as a “Party” and collectively as the “Parties.”

1. Loan Amount, Term, Interest, and Late Payment Penalty

1.1. The Lender agrees to provide the Borrower with a loan of up to 100,000 EUR (one hundred thousand euros).

1.2. The purpose of the loan is for the Borrower to develop its business activities and make investments.

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CONSULTANCY AGREEMENT

This Management Agreement (the “Agreement”) is made and entered on April 26th 2024 (the “Effective Date”) by and between

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Spectral Capital Corporation

with its registered office at 4500 9th Avenue NE, Seattle, WA, 98105 (the “Company”) and

Scandere OU

with its registered office at Ahtri tn 6a, Kesklinna linnaosa, 10151 Tallinn, Harju maakond (the “Manager”) (hereinafter referred to individually as a “Party” and collectively as “the Parties”).

WHEREAS, the Company is a corporation of the United States of America;

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WHEREAS, the Company is in the business of providing wholesale telecommunications, data and switching services consisting of international long distance reselling services on a business-to-business (“B2B”) basis;

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**WHEREAS, **Scandere is the Manager and Vladimir Ivanov is the sole beneficiary and also the president of SKY Data PLL;

** **

WHEREAS, the Manager has expertise in the area of Telecom operations, analytics, software management and network sales;

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BINDING TERM SHEET

Spectral Capital Corporation – Intermatica Acquisition

This Binding Term Sheet (the “Term Sheet”) sets forth the principal terms and conditions under which Spectral Capital Corporation, a Nevada corporation (“Spectral”), will acquire 100% of the outstanding stock of Intermatica S.p.A., a società per azioni organized and existing under the laws of the Republic of Italy. (“Intermatica”). This Term Sheet is intended to be binding, except where expressly stated otherwise.

1. Parties

Buyer:

Spectral Capital Corporation

A Nevada corporation

Chief Executive Officer: Jenifer Osterwalder

Seller:

Nexora Holdings Limited,

A limited liability company organized and existing under the laws of the Republic of Ireland.

Director: Orlando Taddeo

2. Structure of Transaction

Spectral will acquire 100% of the issued and outstanding shares of Intermatica (the “Acquired Interests”) pursuant to a Definitive Stock Purchase Agreement (the “Definitive Agreement”).

3. Purchase Price

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**INVESTMENT MANAGEMENT TRUST AGREEMENT **

This Investment Management Trust Agreement (this “Agreement”) is made effective as of ______, 2026 by and between Live Oak Acquisition Corp. VI, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1, (File No. 333-298533 ) (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (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;

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______, 2026

Live Oak Acquisition Corp. VI

4921 William Arnold Road

Memphis, TN 38117

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”) entered into by and among Live Oak Acquisition Corp. VI, a Cayman Islands exempted company (the “Company”) and Santander US Capital Markets LLC as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per sh

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of __________, 2026 by and between Pine Tree Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-292289) (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering (the “Offering”) of the Company’s units (the “Units”), each of which consists of one Class A ordinary share, par value $0.0001 per share (the “Shares”), and one right entitling the holder thereof to receive one-third of one Share upon the completion of an initial Business Combination (as defined below), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ___________, 2026, is made and entered into by and among Pine Tree Acquisition Corp., a Cayman Islands exempted company (the “Company”), Pine Tree Sponsor Group, LLC, a Delaware limited liability company (“Pine Tree Group”), and North Penn, LLC, a Delaware limited liability company (“North Penn” and collectively with Pine Tree Group, the “Sponsors”), Maxim Group LLC (the “Representative”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsors, the Representative and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

RECITALS

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of ________, 2026 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and Pine Tree Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [Pine Tree Sponsor Group, LLC][North Penn, LLC] (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of the Company’s units (the “Public Units”), each Public Unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (each, a “Share”) and one right entitling the holder thereof to receive one-third of one Share upon the completion of an initial business combination (each, a “Right”).

WHEREAS, the Purchaser has agreed to purchase an aggregate of _____ units (the “Private Placement Units”) concurrently with the closing of the Public Offering.

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**  EXHIBIT 10.1**

_______________, 2026

Pine Tree Acquisition Corp.

418 Broadway, #6538

Albany, NY 12207

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”) entered into by and between Pine Tree Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Maxim Group LLC as representative (the “Representative”) of the 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 which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”), and one right (the “Rights”). Each Right entitles the holder to receive one-third of one Class A Ordinary Share upon consummation of a Business Combination (defined be

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AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT

This AMENDMENT NO. 1 (“Amendment No. 1”) to the STOCK PURCHASE AGREEMENT originally dated as of December 26, 2024 (the “Agreement”), by and between Alopexx, Inc., a Delaware corporation (the “Company”) and Biotech Consortia, Inc., a Bahamas international business company (the “Purchaser”) is dated as of August 4, 2026. Capitalized terms not defined herein shall have the meanings assigned to them in the Agreement.

WITNESSETH:

WHEREAS, on December 26, 2024, the Purchaser and the Company entered into the Agreement; and

WHEREAS, the parties now desire to amend the Agreement;

NOW, THEREFORE, in consideration of and for the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Agreement is hereby amended as follows:

1. Section 1.1 of the Agreement is hereby deleted.

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