Browse EX-10 agreements

June 2, 2026

 

Keystone Acquisition Corp.

142 West 57th Street, 11th Floor

New York, New York 10019

 

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 Keystone Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative (the “Representative”) of the several underwriters (each, including the Representative, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant.

…

INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 2, 2026 by and between Keystone Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Efficiency INC., a Delaware corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1, File No. 333-295539 (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 “Ordinary Shares”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share, has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and

…

Underwriter’s Warrant Agreement

 

THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) PUBLIC VENTURES LLC, OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF PUBLIC VENTURES LLC, OR OF ANY UNDERWRITER OR SELECTED DEALER.

 

THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO DECEMBER 5, 2026. VOID AFTER 5:00 P.M., EASTERN TIME, JUNE 5 , 2031.

 

WARRANT TO PURCHASE COMMON STOCK

 

EXOZYMES, INC.

 

Warrant Shares: 88,840

Initial Exercise Date: December 5, 2026

…

592,270 SHARES OF COMMON STOCK (PAR VALUE $0.000001 PER SHARE)

296,135 COMMON STOCK PURCHASEWARRANTS

EXOZYMES, INC.

UNDERWRITING AGREEMENT

June 5, 2026

 

Public Ventures LLC

14135 Midway Road, Suite G-150,

Addison, Texas, 75001

 

Ladies and Gentlemen:

Introductory. eXoZymes, Inc., a Nevada corporation (the “Company”), proposes to issue and sell to Public Ventures LLC doing business as MDB Capital (“MDB Capital”) an aggregate of 592,270 shares (the “Shares”) of its common stock, par value $0.000001 per share (the “Common Stock”). Each two Shares shall be accompanied by one (1) common stock purchase warrant (the “Warrants”), each of which is exercisable to purchase one (1) share of Common Stock (the “Warrant Shares” and together with the Shares, the Warrants, and the Warrant Shares are collectively referred to as the “Securities”). The Securities are being sold to various investors (each, an “Investor” and, collectively, the “Investors”). The Company and MDB Capital, in accordance with the requirements of Rule 5121 (“Ru

…

WARRANT AGENT AGREEMENT

 

WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of June 5, 2026 (the “Issuance Date”) between eXoZymes Inc., a company incorporated under the laws of the State of Nevada (the “Company”), and VStock Transfer LLC (the “Warrant Agent”).

 

RECITALS

 

WHEREAS, pursuant to the terms of that certain Underwriting Agreement (“Underwriting Agreement”), dated June 5, 2026, by and among the Company and Public Ventures, LLC (d/b/a MDB Capital), as representative of the underwriters (the “Underwriters”) set forth therein, the Company is engaged in a public offering (the “Offering”) of up to 681,111 shares (the “Shares”) of common stock, par value $0.000001 per share (the “Common Stock”), and up to 340,555 warrants (the “Warrants”) to purchase up to 340,555 shares of Common Stock (the “Warrant Shares”), including Shares and Warrants issuable pursuant to the underwriters’ over-allotment option;

…

Exhibit 10.1

 

 

 

TRANSACTION SUBI SUPPLEMENT 2026-1 TO AMENDED AND RESTATED TRUST AGREEMENT

 

between

 

PORSCHE FUNDING LIMITED PARTNERSHIP,as UTI Holder

 

and

 

WILMINGTON TRUST COMPANY, as Origination Trustee

 

Dated as of June 12, 2026

 

 

 

 

 

 

TABLE OF Contents

 

Page

 

Part X. DEFINITIONS; THIRD-PARTY BENEFICIARIES

2

 

 

Section 10.1

Definitions

2

Section 10.2

Third-Party Beneficiaries

2

 

 

 

Part XI. CREATION OF THE TRANSACTION SUBI

2

 

 

Section 11.1

Initial Creation of Transaction SUBI Portfolio and Transaction SUBI

2

Section 11.2

Subsequent Removals From the Transaction SUBI Portfolio

3

Section 11.3

Issuance and Form of Transaction SUBI Certificate

4

Section 11.4

Filings; Termination of Transaction SUBI; Related Matters

4

Section 11.5

Representations and Warranties of Origination Trustee

5

Section 11.6

Merger and Consolidation of Origination Trustee

6

 

 

 

Part XII. ASSIGNMENT OF THE TRANSACTION SUBI

6

 

 

Section 12.1

Assignment

6

…

Exhibit 10.3

 

 

 

SUBI SALE AGREEMENT

 

dated as of June 12, 2026

 

between

 

PORSCHE FUNDING LIMITED PARTNERSHIP, as Seller

 

and

 

PORSCHE AUTO FUNDING LLC, as Buyer

 

 

 

 

 

 

Table of Contents

 

 

 

Page

 

 

 

ARTICLE I

DEFINITIONS

1

 

 

 

SECTION 1.1 Definitions

1

SECTION 1.2 Other Interpretive Provisions

1

 

 

ARTICLE II

PURCHASE AND CONTRIBUTION

2

 

 

 

SECTION 2.1 Agreement to Sell and Contribute

2

SECTION 2.2 Consideration and Payment

2

 

 

ARTICLE III

REPRESENTATIONS AND WARRANTIES

2

 

 

 

SECTION 3.1 Representations and Warranties of the Seller

2

SECTION 3.2 Representations and Warranties of Seller regarding the Purchased Assets

4

SECTION 3.3 Reallocation upon Breach

4

SECTION 3.4 Protection of Title

5

SECTION 3.5 Other Liens or Interests

5

 

 

ARTICLE IV

MISCELLANEOUS

6

 

 

 

SECTION 4.1 Transfers Intended as Sales; Security Interest

6

SECTION 4.2 Notices, Etc.

7

SECTION 4.3 Governing Law

7

SECTION 4.4 Headings

7

SECTION 4.5 Separate Counterparts

7

…

Exhibit 10.5

 

PORSCHE INNOVATIVE LEASE OWNER TRUST 2026-1

 

AMENDED AND RESTATED TRUST AGREEMENT

 

between

 

PORSCHE AUTO FUNDING LLC,

as the Depositor,

 

and

 

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as the Owner Trustee 

 

Dated as of June 12, 2026

 

 

 

 

Table of Contents

 

 

 

Page

 

 

 

ARTICLE I

DEFINITIONS

1

 

 

 

SECTION 1.1

Capitalized Terms

1

SECTION 1.2

Other Interpretive Provisions

1

 

 

 

ARTICLE II

ORGANIZATION

2

 

 

 

SECTION 2.1

Name

2

SECTION 2.2

Office

2

SECTION 2.3

Purposes and Powers

2

SECTION 2.4

Appointment of the Owner Trustee

3

SECTION 2.5

Declaration of Trust

3

SECTION 2.6

Organizational Expenses; Liabilities of the Holders

3

SECTION 2.7

Title to the Trust Estate

3

SECTION 2.8

Representations and Warranties of the Depositor

4

SECTION 2.9

Situs of Issuer

5

 

 

 

ARTICLE III

CERTIFICATE AND TRANSFER OF CERTIFICATE

5

 

 

 

SECTION 3.1

Initial Ownership

5

SECTION 3.2

Authentication of Certificate

…

Exhibit 10.4

 

 

SUBI TRANSFER AGREEMENT

 

dated as of June 12, 2026

 

between

 

PORSCHE AUTO FUNDING LLC, as Seller

 

and

 

PORSCHE INNOVATIVE LEASE OWNER TRUST 2026-1, as Issuer

 

 

 

 

 

Table of Contents

 

 

 

Page

 

 

 

ARTICLE I DEFINITIONS

2

 

 

SECTION 1.1

Definitions

2

SECTION 1.2

Other Interpretive Provisions

2

 

 

 

ARTICLE II PURCHASE AND CONTRIBUTION

2

 

 

 

SECTION 2.1

Agreement to Sell and Transfer Transaction SUBI and Transaction SUBI Certificate

2

SECTION 2.2

Consideration and Payment

2

SECTION 2.3

Representations and Warranties of Seller

3

SECTION 2.4

Protection of Title

4

SECTION 2.5

Other Liens or Interests

4

SECTION 2.6

Initial Reserve Account Deposit

4

 

 

 

ARTICLE III MISCELLANEOUS

5

 

 

 

SECTION 3.1

Transfers Intended as Sales; Security Interest.

5

SECTION 3.2

Notices, Etc.

6

SECTION 3.3

Governing Law

6

SECTION 3.4

Headings

6

SECTION 3.5

Separate Counterparts

6

SECTION 3.6

Amendment

6

SECTION 3.7

Waivers

7

SECTION 3.8

Entire Agreement

8

…

Exhibit 10.2

 

 

 

TRANSACTION SUBI SUPPLEMENT 2026-1 TO AMENDED AND RESTATED SERVICING AGREEMENT

 

by and among

 

PORSCHE LEASING LTD., as Origination Trust

 

WILMINGTON TRUST COMPANY, as Origination Trustee

 

and

 

PORSCHE FINANCIAL SERVICES, INC., as Servicer

 

Dated as of June 12, 2026 

 

 

 

 

 

Table of Contents

 

Page

 

ARTICLE VI

DEFINITIONS

2

 

 

 

 

Section 6.1

Definitions

2

Section 6.2

Other Interpretive Provisions

2

 

 

 

 

ARTICLE VII

REPRESENTATIONS AND WARRANTIES OF SERVICER

3

 

 

 

 

Section 7.1

Existence and Power

3

Section 7.2

Authorization and No Contravention

3

Section 7.3

No Consent Required

3

Section 7.4

Binding Effect

3

Section 7.5

No Proceedings

3

Section 7.6

Fidelity Bond

4

 

 

 

 

ARTICLE VIII

SPECIFIC REQUIREMENTS FOR ADMINISTRATION AND SERVICING OF THE TRANSACTION SUBI PORTFOLIO

4

 

 

 

 

Section 8.1

Appointment of Servicer

4

Section 8.2

Servicer Bound by Origination Servicing Agreement

5

Section 8.3

Application of Proceeds

5

Section 8.4

…

Exhibit 10.6

 

 

 

ADMINISTRATION AGREEMENT

 

among

 

PORSCHE INNOVATIVE LEASE OWNER TRUST 2026-1,

as Issuer,

 

PORSCHE FINANCIAL SERVICES, INC.,

as Administrator

 

and

 

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Indenture Trustee

 

Dated as of June 12, 2026

 

 

 

 

 

 

Table of Contents

 

Page

 

Duties of the Administrator

1

Records

3

Compensation; Payment of Fees and Expenses

3

Independence of the Administrator

3

No Joint Venture

4

Other Activities of the Administrator

4

Representations and Warranties of the Administrator

4

Administrator Replacement Events; Termination of the Administrator

5

Action upon Termination, Removal or Resignation

6

Liens

6

Notices

6

Amendments

6

Governing Law; Submission to Jurisdiction; Waiver of Jury Trial

8

Headings

8

Counterparts

9

Entire Agreement

9

Severability of Provisions

9

Not Applicable to PFS in Other Capacities; Merger of Administrator

…

Exhibit 10.7

 

 

 

SECURITIES ACCOUNT CONTROL AGREEMENT

 

among

 

PORSCHE INNOVATIVE LEASE OWNER TRUST 2026-1, as Issuer,

 

PORSCHE FINANCIAL SERVICES, INC., as Servicer,

 

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, in its capacity as Indenture Trustee

 

and

 

U.S. BANK NATIONAL ASSOCIATION, as Securities Intermediary

 

Dated as of June 12, 2026

 

 

 

PILOT 2026-1 Securities Account Control Agreement

 

 

Table of Contents

 

Page

 

ARTICLE I DEFINITIONS

1

Section 1.1

Defined Terms

1

Section 1.2

Other Interpretive Provisions

1

ARTICLE II ACCOUNTS

2

Section 2.1

Accounts

2

ARTICLE III RIGHTS OF THE SECURED PARTY

2

Section 3.1

Control of Accounts by Secured Party

2

Section 3.2

No Control by Issuer or Third Parties Concerning Trust Accounts

3

Section 3.3

Perfection of Security Interests in Accounts

3

Section 3.4

Notices of Adverse Claims

3

ARTICLE IV RIGHTS AND Responsibilities of Securities InterMEDIARY

3

…