Browse EX-10 agreements

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], is made and entered into by and among ArcheNova Technology Co., Ltd, a Cayman Islands exempted company limited by shares (“PubCo”), and each of the undersigned parties listed on the signature pages hereto under “Holders” (together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, each, a “Holder” and collectively, the “Holders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

RECITALS

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** EXHIBIT 10.5**

ASSIGNMENT ASSUMPTION AND AMENDED & RESTATED WARRANT AGREEMENT

This ASSIGNMENT ASSUMPTION AND AMENDED & RESTATED WARRANT AGREEMENT (this “Agreement” or the “A&R Warrant Agreement”) is made as of [•] (the “Effective Date”) among Horizon Space Acquisition I Corp., a Cayman Islands exempted company limited by shares, with offices at 1412 Broadway, 21st Floor, Suite 21V, New York, NY 10018 (“SPAC”), ArcheNova Technology Co., Ltd, a Cayman Islands exempted company limited by shares (“PubCo”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant Agent”).

RECITALS

WHEREAS, SPAC and the Warrant Agent are parties to that certain Warrant Agreement, dated as of December 21, 2022 (the “Existing* Warrant Agreement*”);

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** EXHIBIT 10.5**

ASSIGNMENT ASSUMPTION AND AMENDED & RESTATED WARRANT AGREEMENT

This ASSIGNMENT ASSUMPTION AND AMENDED & RESTATED WARRANT AGREEMENT (this “Agreement” or the “A&R Warrant Agreement”) is made as of [•] (the “Effective Date”) among Horizon Space Acquisition I Corp., a Cayman Islands exempted company limited by shares, with offices at 1412 Broadway, 21st Floor, Suite 21V, New York, NY 10018 (“SPAC”), ArcheNova Technology Co., Ltd, a Cayman Islands exempted company limited by shares (“PubCo”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant Agent”).

RECITALS

WHEREAS, SPAC and the Warrant Agent are parties to that certain Warrant Agreement, dated as of December 21, 2022 (the “Existing* Warrant Agreement*”);

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LOCK-UP AGREEMENT

This LOCK-UP AGREEMENT is made as of [•] (this “Agreement”) by and between ArcheNova Technology Co., Ltd, a Cayman Islands exempted company (“PubCo”), and each of the undersigned (each, a “Shareholder”). Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to such terms in the Business Combination Agreement (as defined below).

WHEREAS, on October 12, 2026, Horizon Space Acquisition I Corp., a Cayman Islands exempted company (“Acquiror” or “SPAC”), PubCo, ArcheNova International Co., Ltd, a Cayman Islands exempted company and a wholly-owned subsidiary of PubCo (“Merger Sub I”), ArcheNova Global Co., Ltd, a Cayman Islands exempted company and a wholly-owned subsidiary of PubCo (“Merger Sub II”), and ArcheNova Biotech Corp., a Cayman Islands exempted company (the “Company”), entered into a Business Combination Agreement (the “Business Combination Agreement”) pursuant to which, upon the terms and subject to the conditions set forth therein: (a) Merger Sub I will merge with and into Acquiror (the “*First Merger

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***SPONSOR PARTIES SUPPORT AGREEMENT ***

This Sponsor Parties Support Agreement (this “Agreement”) is made and entered into as of October 12, 2026, by and among (i) ArcheNova Technology Co., Ltd, a Cayman Islands exempted company (“PubCo”), (ii) ArcheNova Biotech Corp., a Cayman Islands exempted company (the “Company”), (iii) Horizon Space Acquisition I Sponsor Corp., a Cayman Islands exempted company (the “Sponsor”), (iv) each of the directors and officers of Acquiror identified on Schedule A hereto (together with the Sponsor, the “Sponsor Parties” and each, a “Sponsor Party”), and (v) Horizon Space Acquisition I Corp., a Cayman Islands exempted company (“Acquiror”). PubCo, the Company, Acquiror and the Sponsor Parties are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

RECITALS

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], is made and entered into by and among ArcheNova Technology Co., Ltd, a Cayman Islands exempted company limited by shares (“PubCo”), and each of the undersigned parties listed on the signature pages hereto under “Holders” (together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, each, a “Holder” and collectively, the “Holders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

RECITALS

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COMPANY SHAREHOLDERS SUPPORT AGREEMENT

This Company Shareholders Support Agreement (this “Agreement”) is made and entered into as of October 12, 2026, by and among (i) ArcheNova Technology Co., Ltd, a Cayman Islands exempted company (“PubCo”), (ii) ArcheNova Biotech Corp., a Cayman Islands exempted company (the “Company”), (iii) certain shareholders of the Company (each, a “Requisite Shareholder”), and (iv) Horizon Space Acquisition I Corp., a Cayman Islands exempted company (the “Acquiror”). PubCo, the Company, Acquiror, and the Requisite Shareholders are sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

RECITALS

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Published Deal CUSIP: 00463QAA0

Published Revolver CUSIP: 00463QAB8

Published Term Loan CUSIP: 00463QAC6

CREDIT AGREEMENT

dated as of October 9, 2026

among

ACCELEVATION HOLDINGS LLC,

as Holdings,

ACCELEVATION LLC,

as the Borrower,

the several Lenders from time to time parties hereto,

and

BANK OF AMERICA, N.A.,

as the Administrative Agent and the Collateral Agent,

JPMORGAN CHASE BANK, N.A.,

MORGAN STANLEY SENIOR FUNDING, INC.,

KEYBANK NATIONAL ASSOCIATION,

PNC CAPITAL MARKETS LLC

and

BARCLAYS BANK PLC,

as Co-Syndication Agents

BOFA SECURITIES, INC.,

JPMORGAN CHASE BANK, N.A.,

MORGAN STANLEY SENIOR FUNDING, INC.,

KEYBANK NATIONAL ASSOCIATION

and

PNC CAPITAL MARKETS LLC,

as Joint Lead Arrangers

BOFA SECURITIES, INC.

and

JPMORGAN CHASE BANK, N.A.,

as Joint Bookrunners

-i-

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APEX TREASURY CORP II

2035 Regatta Drive

Vero Beach, Florida 32963

September 4, 2026

Apex Treasury II Sponsor LLC

2035 Regatta Drive

Vero Beach, Florida 32963

RE: Securities Subscription Agreement

Ladies and Gentlemen:

Apex Treasury Corp II, a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the offer made by Apex Treasury II Sponsor LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 9,583,333 Class B ordinary shares of the Company, of $0.0001 par value per share (the “Shares”), up to 1,250,000 of which are subject to surrender and cancellation by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share and one, or a portion of one, warrant to purchase one Class A ordinary share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber,

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THIS INITIAL PUBLIC OFFERING 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

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Principal Amount: $300,000	Effective as of August 31, 2026

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***SPONSOR SUPPORT AGREEMENT ***

This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 8, 2026, by and among GigAcquisitions8 Corp., a Cayman Islands exempted company (“Sponsor”), GigCapital8 Corp., a Cayman Islands exempted company (“SPAC”), Quantisimo Holdings Corp., a BVI business company limited by shares (“PubCo”) and Quantisimo Corp, a BVI business company (the “Company”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and Plan of Merger by and among SPAC, PubCo, the Company and the other parties thereto, dated as of October 8, 2026 (as may be amended from time to time, the “Merger Agreement”).

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***SHAREHOLDER SUPPORT AGREEMENT ***

This Shareholder Support Agreement (this “Agreement”) is entered into on October 8, 2026, by and among GigCapital8 Corp., a Cayman Islands exempted company (“SPAC”), Quantisimo Holdings Corp., a newly formed business company with limited liability incorporated under the laws of the British Virgin Islands (“PubCo”), Quantisimo Corp., a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”), and WISeQey Corp and SealSQ Corp, each a business company limited by shares incorporated under the laws of the British Virgin Islands (each a “Holder” and a “Company Shareholder” and together, the “Holders” and the “Company Shareholders”). SPAC, PubCo, the Company, and the Company Shareholders are sometimes collectively referred to herein as the “Parties,” and each of them is sometimes individually referred to herein as a “Party.” Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

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