Browse EX-10 agreements

July 20, 2026

Via Email

Adrian Holdings S.R.L.

San José, Escazú, San Rafael, Guachipelín, Centro Comercial Distrito Cuatro, Oficina 317, Costa Rica

Attention: Mauricio Ernesto Lara Ramos, Manager & Legal Representative

Re: Consent to Yorkville Arrangements

Ladies and Gentlemen:

Reference is made to (a) that certain Promissory Note in the original principal amount of $10,000,000, issued by VisionWave Holdings, Inc. to Adrian Holdings S.R.L. (the “Loan Agreement”), dated as of January 5, 2026, between Adrian Holdings S.R.L. (the “Lender”) and VisionWave Holdings, Inc., (b) that certain Securities Purchase Agreement, dated as of July ___, 2026 (the “SPA”), by and between VisionWave Holdings, Inc., a Delaware corporation (the “Company”), and YA II PN, Ltd., a Cayman Islands exempt limited company (“Yorkville”), and (c) those certain Convertible Debentures in the principal amount of up to $15,000,000 (the “Debentures”) to be issued by the Company to Yorkville in accordance with the terms of the SPA. Capitalized terms not otherwise defined herein shall have

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July __, 2026

VisionWave Holdings, Inc.

300 Delaware Ave., Suite 210 # 310
Wilmington, DE 19801
Attn: Doug Davis
E-mail: ddavis@vwav.inc

	Re:	***Extension of Maturity Date ***

Dear Mr. Davis:

Reference is made to the (i) Promissory Note in the original principal amount of $3,000,000 issued by VisionWave Holdings, Inc. (the “Company”) to YA II PN, Ltd. (the “Holder”) on July 25, 2025, and (ii) the Promissory Note issued by the Company to the Holder in the original principal amount of $2,000,000 issued on September 11, 2025 (collectively, the “Notes”). Capitalized terms not otherwise defined herein shall have the meanings given to them in the Notes.

Pursuant to the Notes, the Maturity Date may be extended at the option of the Holder. This letter shall constitute the written notice by YA II PN, Ltd as the Holder of the Notes, of its election to extend the Maturity Date of the Notes to January 25, 2027.

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July 20, 2026

Via Email

Dream America Marketing Services, Ltda.

Davivienda Bldg, 1st fl. Meridiano Business Center, Escazú, SJ 10203, Costa Rica

Attention: Cynthia Elena Mora, Manager & Director

Re: Consent to Yorkville Arrangements

Ladies and Gentlemen:

Reference is made to (a) that certain Promissory Note in the original principal amount of $6,000,000, issued by VisionWave Holdings, Inc. to Dream America Marketing Services, Ltda. (the “Loan Agreement”), dated as of April 10, 2026, between Dream America Marketing Services, Ltda. (the “Lender”) and VisionWave Holdings, Inc., (b) that certain Securities Purchase Agreement, dated as of July ___, 2026 (the “SPA”), by and between VisionWave Holdings, Inc., a Delaware corporation (the “Company”), and YA II PN, Ltd., a Cayman Islands exempt limited company (“Yorkville”), and (c) those certain Convertible Debentures in the principal amount of up to $15,000,000 (the “Debentures”) to be issued by the Company to Yorkville in accordance with the terms of the SPA. Capitalized terms not otherwise defined herein sha

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 20, 2026, is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and VISIONWAVE HOLDINGS, INC., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

WITNESSETH

WHEREAS:

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GLOBAL GUARANTY AGREEMENT

This Guaranty (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of July 20, 2026, by VISIONWAVE TECHNOLOGIES, INC., a Nevada company (“Technologies”), VISIONWAVE HOLDINGS UK LTD, a company organized in England and Wales (“Holdings UK”), and SOLAR DRONE LTD., a company incorporated in Israel (“Solar,” and collectively with Technologies and Holdings UK and any subsequent party that may join in this Guaranty, the “Guarantors”) in favor of YA II PN, LTD. (“YA II” or the “Creditor”), with respect to all obligations of VISIONWAVE HOLDINGS, INC., a Delaware company (the “Debtor”) owed to the Creditor.

RECITALS

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SERVICE AGREEMENT

This Service Agreement (this “Agreement”) is entered into as of July 20, 2026 (the “Effective Date”), by and between:

Apex Tech Acquisition Inc., a Cayman Islands exempted company (the “Company”); and

Florence Ng (“Executive”).

1. Appointment

The Company hereby appoints Executive to serve as its Chief Executive Officer, and Executive accepts such appointment, subject to the terms and conditions of this Agreement.

2. Services

Executive shall faithfully perform the duties and responsibilities of Chief Executive Officer and shall devote such time and attention as is reasonably necessary for the performance of her duties. Executive shall report directly to the Board of Directors of the Company and shall perform such additional duties as may reasonably be assigned by the Board from time to time.

3. Compensation

(a) Base Salary. Executive shall receive a base salary of US$5,000 per month, payable in accordance with the Company’s normal payroll practices.

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Execution Version

PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of July 13, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Jones Ventures INTL Acquisition1 Corp, a Cayman Islands exempted company (the “Company”), and Jones Ventures INTL Acquisition1 Sponsor LLC, a Delaware limited liability company (the “Purchaser”).

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Execution Version

PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the 13th day of July, 2026, by and between Jones Ventures INTL Acquisitionl Corp, a Cayman Islands exempted company (the “Company”) and JonesTrading Institutional Services LLC (“JonesTrading” the “Subscribed).

WHEREAS, the Company intends to consummate an initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit consisting of one Class A Ordinary Share, par value $0.0001 per share (the “Class A Ordinary Shares”), of the Company, and one right (each a “Share Right”) to receive one-eighth (1/8) of one Class A Ordinary Share upon the consummation of the Company’s initial business combination, for a purchase price of $4,000,000, or $10.00 per Unit.

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Execution Version

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July 13, 2026

Jones Ventures INTL Acquisition1 Corp

325 Hudson St, 6th Floor

New York NY 10013

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 Jones Ventures INTL Acquisition1 Corp, a Cayman Islands exempted company (the “Company”) JonesTrading Institutional Services LLC (“**JonesTrading” **or 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 right to receive one eighth (1/8) of a Class A Ordinary Share (each whole right, a “Share Right”). The Units shall be sold in

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Execution Version

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 13, 2026, is made and entered into by and among Jones Ventures INTL Acquisitionl Corp, a Cayman Islands exempted company (the “Company”), Jones Ventures INTL Acquisitionl Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), JonesTrading Institutional Services LLC (“JonesTrading” or the “Representative”) and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor, 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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INVESTMENT MANAGEMENT TRUST AGREEMENT

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THIS INVESTMENT MANAGEMENT TRUST AGREEMENT is made effective as of July 13th, 2026 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between Jones Ventures INTL Acquisition1 Corp, a Cayman Islands exempted company (the “Company”), and Equiniti Trust Company, a New York corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1, File No. 333-295918 (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 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one right to receive one eighth (1/8) of a Class A ordinary share upon the consummation of an initial business combination, has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;

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Execution Version

JONES VENTURES INTL ACQUISITION1 CORP

325 Hudson St, 6th Floor
New York NY, 10013
July 13, 2026

JonesTrading Institutional Services LLC

325 Hudson St, 6th Floor
New York NY, 10013

Re:	Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between Jones Ventures INTL Acquisition1 Corp (the “Company”) and Jones Ventures INTL Acquisition1 Sponsor LLC (the “Services Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such

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