Browse EX-10 agreements

EXECUTION VERSION

LOAN AND SECURITY AGREEMENT

by and among

KKR FS INCOME TRUST,
as the Collateral Manager

K-FIT FINANCE BMO-1 LLC,
as the Borrower

KKR FS INCOME TRUST,
as the Equityholder

EACH OF THE LENDERS FROM TIME TO TIME PARTY HERETO,**
**as the Lenders

BANK OF MONTREAL,**
**as the Administrative Agent

and

WESTERN ALLIANCE TRUST COMPANY, N.A.,**
**as the Collateral Custodian

Dated as of October 7, 2026

TABLE OF CONTENTS

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EXHIBIT 10.4

CONTRIBUTION AGREEMENT

THIS CONTRIBUTION AGREEMENT (this “Agreement”), dated as of October 9, 2026, is made and entered into by and among** *MEDALIST DIVERSIFIED HOLDINGS, L.P., a Delaware limited partnership (“MDI Guarantor”), MDI MIRA SAV, LLC, a Delaware limited liability company (“MDI”, and together with MDI Guarantor, collectively, the “MDI Parties” and individually each, a “MDI Party”), SPANDREL SPONSORS FUND II, LP, a Delaware limited partnership (“MSV Guarantor”, and together with MDI Guarantor,*collectively, the “Guarantors” and individually each, a “Guarantor”), and MIRA SAV VENTURE, LLC, a Delaware limited liability company  (“MSV”, and together with MSV Guarantor, collectively, the “MSV Parties” and individually each, a “MSV Party”). Each of MDI Guarantor, MDI, MSV Guarantor and MSV are referred to collectively herein as the “Parties” and individually each, a “Party”.

RECITALS

**A. **MDI and MSV are all of the members of MIRA SAV PARTNERS, LLC, a Delaware limited liability company (the “Joint Venture”);

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EXHIBIT 10.1

*NON-RECOURSE CARVEOUT GUARANTY *

NON-RECOURSE CARVEOUT GUARANTY (this “Agreement”), dated as of October 9, 2026, made by (i) Spandrel Sponsors Fund II, LP, a Delaware limited partnership, having a primary place of business at c/o Spandrel Development Partners, 370 Lexington Avenue, Suite 700, New York, New York 10017, and (ii) Medalist Diversified Holdings, L.P., a [Delaware] limited partnership, having a primary place of business at c/o Medalist Diversified, Inc., P.O. Box 8436, Richmond, Virginia 23226 (each a “Guarantor” and, collectively, “Guarantors”), in favor of Lender GLP 2505 LLC, a Delaware limited liability company (together with its successors and assigns, the “Lender”)

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EXHIBIT 10.3

ENVIRONMENTAL INDEMNITY AGREEMENT

THIS ENVIRONMENTAL INDEMNITY AGREEMENT(this “Agreement”) is made as of October 9, 2026, by and among Mira SAV Property, LLC, a Delaware limited liability company, having an address at c/o Spandrel Development Partners, 370 Lexington Avenue, Suite 700, New York, New York 10017, Attn: Emanuel Neuman & Ian Levine (“Borrower”), and (i) Spandrel Sponsors Fund II, LP, a Delaware limited partnership, having a primary place of business at c/o Spandrel Development Partners, 370 Lexington Avenue, Suite 700, New York, New York 10017, and (ii) Medalist Diversified Holdings, L.P., a Delaware limited partnership, having a primary place of business at c/o Medalist Diversified, Inc., P.O. Box 8436, Richmond, Virginia 23226(collectively, “Guarantor”) (Borrower and Guarantor, collectively, “Indemnitors”) and GLP 2505 LLC, a Delaware limited liability company (“Lender” or “Indemnitee”), having an office c/o River Rock Associates LLC, 10 Glenville Street, Suite 2, Greenwich, CT 06831, and other Indemnified Parties (a

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EXHIBIT 10.2

COMPLETION GUARANTY

This COMPLETION GUARANTY (this “Guaranty”), dated as of October 9, 2026 (the “Effective Date”), made by (i) Spandrel Sponsors Fund II, LP, a Delaware limited partnership, having a primary place of business at c/o Spandrel Development Partners, 370 Lexington Avenue, Suite 700, New York, New York 10017, and (ii) Medalist Diversified Holdings, L.P., a Delaware limited partnership, having a primary place of business at c/o Medalist Diversified, Inc., P.O. Box 8436, Richmond, Virginia 23226  (each a “Guarantor” and, collectively, “Guarantors”), in favor of GLP 2505 LLC, a Delaware limited liability company (together with its successors and assigns, the “Lender”).

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W I T N E S S E T H:

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SPONSOR SUPPORT AGREEMENT

This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 9, 2026, by and among Quantumsphere Acquisition Corporation, a Cayman Islands exempted company (the “Parent”), Fortune Favor Global Group Inc., a Cayman Islands exempted company (the “Purchaser”), Fortune Favor Technology Inc., a Cayman Islands exempted company (the “Company”), Whiteowl Holdings LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned holders of Subject Shares (as defined below) (such holders, together with the Sponsor, the “Founder Holders”).

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FORM OF AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), effective as of [__], 2026, is made and entered into by and among Quantumsphere Acquisition Corporation, an exempted company incorporated under the laws of the Cayman Islands (“Parent”), Fortune Favor Technology Inc., a Cayman Islands exempted company (the “Company”), Fortune Favor Global Group Inc. (as defined below), each of the undersigned parties that are Pre-IPO Investors (as defined below), and any person or entity who hereafter becomes a party to this Agreement as a permitted assignee pursuant to Section 6.2 of this Agreement (together with the Pre-IPO Investors, the “Existing Holders”), and the undersigned parties listed as New Holders on the signature pages hereto (each such party, together with any person or entity deemed a “New Holder” who hereafter becomes a party to this Agreement as a permitted assignee pursuant to Section 6.2 of this Agreement, a “New Holder” and collectively the “New Holders”).

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COMPANY SHAREHOLDER SUPPORT AGREEMENT

THIS COMPANY SHAREHOLDERS SUPPORT AGREEMENT, dated as of October 9, 2026, (the “Agreement”), by and among Quantumsphere Acquisition Corporation, a Cayman Islands exempted company (“Parent”), and the signatory parties herein, representing the shareholder set forth on Schedule I hereto (the “Holder”) of Fortune Favor Technology Inc., a Cayman Islands exempted company (the “Company”).

W I T N E S S E T H:

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FORM OF LOCK-UP AGREEMENT

This Lock-Up Agreement (this “Agreement”) is dated as of [●], by and between the shareholder(s) set forth on the signature page to this Agreement (individually, the “Holder,” collectively, the “Holders”) and Fortune Favor Global Group Inc., a Cayman Islands exempted company and wholly owned subsidiary of Quantumsphere Acquisition Corporation (the “Purchaser”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below). Purchaser and the Holders may also be referred to individually as a “Party” and collectively as the “Parties.”

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FORM OF LOCK-UP AGREEMENT

This Lock-Up Agreement (this “Agreement”) is dated as of [●], by and between the shareholder(s) set forth on the signature page to this Agreement (individually, the “Holder,” collectively, the “Holders”) and Fortune Favor Global Group Inc., a Cayman Islands exempted company and wholly owned subsidiary of Quantumsphere Acquisition Corporation (the “Purchaser”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below). Purchaser and the Holders may also be referred to individually as a “Party” and collectively as the “Parties.”

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COMPANY SHAREHOLDER SUPPORT AGREEMENT

THIS COMPANY SHAREHOLDERS SUPPORT AGREEMENT, dated as of October 9, 2026, (the “Agreement”), by and among Quantumsphere Acquisition Corporation, a Cayman Islands exempted company (“Parent”), and the signatory parties herein, representing the shareholder set forth on Schedule I hereto (the “Holder”) of Fortune Favor Technology Inc., a Cayman Islands exempted company (the “Company”).

W I T N E S S E T H:

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SPONSOR SUPPORT AGREEMENT

This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 9, 2026, by and among Quantumsphere Acquisition Corporation, a Cayman Islands exempted company (the “Parent”), Fortune Favor Global Group Inc., a Cayman Islands exempted company (the “Purchaser”), Fortune Favor Technology Inc., a Cayman Islands exempted company (the “Company”), Whiteowl Holdings LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned holders of Subject Shares (as defined below) (such holders, together with the Sponsor, the “Founder Holders”).

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