Browse EX-10 agreements

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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EXHIBIT 10.8

EUROSPAC ACQUISITION CORP.

c/o Dr. Tasos Aslidis 11 Canterbury Lane

Watchung, NJ 07069

September 1, 2026

EuroSPAC Acquisition Sponsor LLC c/o Dr. Tasos Aslidis

11 Canterbury Lane

Watchung, NJ 07069

RE: Securities Subscription Agreement

Ladies and Gentlemen:

EuroSPAC Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer EuroSPAC Acquisition Sponsor LLC, a Delaware limited liability company, (the “Subscriber” or “you”) has made to subscribe for 6,181,250 Class B ordinary shares, US$0.0001 par value per share of the Company (the “Shares”) (the “Class B Ordinary Shares”), up to 806,250 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Ordinary Shares and the Company’s Class A ordinary share

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EXHIBIT 10.7

THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

Principal Amount: Up to $300,000	Dated as of September 1, 2026
	Watchung, New Jersey

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EMPLOYMENT AGREEMENT

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This Employment Agreement (the “Agreement”), is made by and between Niki BioSolutions, Inc., a Delaware corporation, (the “Company”) whose mailing address is 116 Village Boulevard, Suite 200, Princeton, NJ 08540 and Thomas Freeburg (the “Executive”), residing at XXX. Executive and Company are hereinunder sometimes referred to individually as a “Party” and collectively as “Parties.”

WHEREAS, the Company desires to employ Executive and to have the benefit of his skills and services under the terms of this Agreement, commencing on September 1, 2026 (the “Commencement Date”) upon and subject to the terms herein provided; and

WHEREAS, Executive is willing to agree to be employed by the Company upon and subject to the terms herein provided;

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Exhibit 10.1 

RAB 2026 LFA – ADDITIONAL FUNDING

October 13, 2026

Mr. Richard A. Bianco

350 South Ocean Boulevard, Apt. 9A

Boca Raton, FL 33432

Re:

RAB 2026 LFA – Additional Funding

Dear Mr. Bianco:

This letter agreement is by and between AmBase Corporation, a Delaware corporation (“AmBase” or the “Company”) and Richard A. Bianco, the Company’s Chairman, President and Chief Executive Officer (“RAB”).

On October 13, 2026, the Company and RAB entered into this letter agreement (this “Letter Agreement”) pursuant to which RAB paid the Company an additional $1,500,000, for use by the Company for working capital needs and continuing litigation related expenses with respect to the 111 West 57thProperty. The additional amounts contributed by RAB pursuant to this Letter Agreement were made pursuant to the same terms and conditions of the litigation funding agreement by and between the Company and RAB dated March 2, 2026, and filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the, Securities and Exchange Commission on March 4, 2026. This amount togeth

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EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this "Agreement") is made and dated as of July 22, 2025, between Steve Rubakh ("Employee") and MedWell Ai, Inc. (the "Employer" or "Company"). This Agreement shall be hereinafter referred to as the "Employment Agreement".

W I T N E S S E T H:

WHEREAS, the Employer and Employee mutually desire to enter into this Employment Agreement with respect to Employee's employment by the Employer;

NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, and for other good and valuable consideration the receipt of which is hereby acknowledged, the Employer and Employee hereby agree as follows:1.** Employment of Employee.**

The Employer hereby employs Employee as its CEO of MedWell Ai, Inc, Inc for the Employment Period defined below. Employee hereby accepts such employment with the Employer upon the terms and conditions hereinafter set forth.

2.** Employment Period.**

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Exhibit 10.1

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EXECUTION COPY

October 7, 2026

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OMNIBUS FIRST AMENDMENT TO LOAN AGREEMENT AND PROMISSORY NOTES

THIS OMNIBUS FIRST AMENDMENT TO LOAN AGREEMENT AND PROMISSORY NOTES (this “Amendment”) dated as of September 29, 2026, is entered into by and among PASADENA PRIVATE LENDING INC., a Delaware corporation (together with its successors and assigns, “Lender”), STARCO BRANDS, INC., a Nevada corporation (“Starco”), STARCO BRANDS, LLC, a Nevada limited liability company (“Starco Brands”), STARCO MANUFACTURING, LLC, a Nevada limited liability company (“Starco Manufacturing”), THE AOS GROUP INC., a Delaware corporation (“AOS”), SOYLENT NUTRITION, INC., a Delaware corporation (“Soylent”), SKYLAR BODY, LLC, a Delaware limited liability company (“Skylar”), WHIPSHOTS, LLC, a Wyoming limited liability company (“Whipshots”), WHIPSHOTS HOLDINGS, LLC, a Delaware limited liability company (“Whipshots Holdings”), CUSTOM FOODS, LLC, a Delaware limited liability company (“Custom Foods”), SFB ACQCO, LLC, a Delaware limited liability co

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WHEELER REAL ESTATE INVESTMENT TRUST, INC.

FORM OF REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [_______________], by and among Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), and the investor identified on the signature page hereto (the “Investor”).

WHEREAS, the Company intends to issue to certain investors, including the Investor (together, the “Investors”), promissory notes in the aggregate principal amount of up to $25,000,000.00 (together, the “Notes”);

WHEREAS, on [_______________], the Company and the Investor entered into that certain Note Purchase Agreement (the “Purchase Agreement”), pursuant to which the Company agreed, upon the terms and subject to the conditions set forth in the Purchase Agreement, to sell to the Investor a Note in the aggregate principal amount of $[_______________] (the “Note”);

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FORM OF NOTE PURCHASE AGREEMENT

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**This Note Purchase Agreement **(this “Agreement”) is dated as of [_______________] by and among Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), and the purchaser identified on the signature page hereto (the “Purchaser”).

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WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below), the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, the Company’s Promissory Note in the form of Exhibit A attached hereto (the “Note”) in the aggregate principal amount of $[_______________] (the “Principal Amount”).

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**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 Purchaser agree as follows:

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Exhibit 10.6

BRIDGECREST LENDING AUTO SECURITIZATION GRANTOR TRUST 2026-4

AMENDED AND RESTATED
TRUST AGREEMENT

between

BRIDGECREST LENDING AUTO SECURITIZATION TRUST 2026-4,
as the Grantor

and

WILMINGTON TRUST, NATIONAL ASSOCIATION,
as the Grantor Trust Trustee

Dated as of October 22, 2026

Table of Contents

	Page
ARTICLE I   DEFINITIONS	1
SECTION 1.1. Capitalized Terms	1
SECTION 1.2. Other Interpretive Provisions	1

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RECEIVABLES CONTRIBUTION AGREEMENT

by and between

BRIDGECREST LENDING AUTO SECURITIZATION TRUST 2026-4,

as Issuer

and

BRIDGECREST LENDING AUTO SECURITIZATION GRANTOR TRUST 2026-4,

as Grantor Trust

Dated as of October 22, 2026

Table of Contents

		Page
ARTICLE I DEFINITIONS AND USAGE		1

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Exhibit 10.4

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ADMINISTRATION AGREEMENT

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between

BRIDGECREST LENDING AUTO SECURITIZATION TRUST 2026-4,

as Issuer,

BRIDGECREST LENDING AUTO SECURITIZATION GRANTOR TRUST 2026-4,

as Grantor Trust,

BRIDGECREST ACCEPTANCE CORPORATION,

as Administrator

and

COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,
as Indenture Trustee

Dated as of October 22, 2026

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Table of Contents

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