Browse EX-10 agreements

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SPONSOR SUPPORT AGREEMENT

This Sponsor Support Agreement (this “Agreement”), dated as of July 30, 2026, is being entered into by and among McKinley Partners LLC, a Delaware limited liability company (the “Sponsor”), the other persons set forth on Schedule I hereto (together with the Sponsor, each, a “SPAC Holder Party” and, collectively, the “SPAC Holder Parties”), McKinley Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), and Space-Eyes, Inc., a Delaware corporation, together with its subsidiaries, affiliates and divisions (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

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RECITALS

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SPACE-EYES, INC.

Senior Secured Convertible Note due 2031

THE ISSUANCE AND SALE OF NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES THAT MAY BE ISSUABLE PURSUANT TO THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. UNTIL THE DATE THAT IS ONE (1) YEAR AFTER THE ISSUE DATE (AS DEFINED ON THE REVERSE OF THIS NOTE), THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION AND PROSPECTUS-DELIVERY REQUIREMENTS OF THE SECURITIES ACT.

SPACE-EYES, INC.

Senior Secured Convertible Note due 2031

Certificate No. A-[●]

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Execution Version

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 30, 2026, is by and among Space-Eyes, Inc., a Delaware corporation with offices located at 1200 Brickell Avenue, Penthouse 2010, Miami, FL 33131 (“Space-Eyes”), McKinley Acquisition Corporation, a Cayman Islands exempted company with offices located at 75 Second Ave., Suite 605, Needham, MA 02494 (“McKinley”) and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”). For the purposes hereof, the “Company” shall mean (i) prior to the Merger Effective Date (as defined below), Space-Eyes and (ii) upon and following the Merger Effective Date, McKinley (it being understood that, following the Merger (as defined below), Space-Eyes will be a wholly owned subsidiary of McKinley).

RECITALS

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STOCKHOLDER SUPPORT AGREEMENT

This Stockholder Support Agreement (this “Agreement”), dated as of July 30, 2026, is being entered into by and among the persons set forth on Schedule I hereto (each, a “Company Stockholder” and, collectively, the “Company Stockholders”), McKinley Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), and Space-Eyes, Inc., a Delaware corporation, together with its subsidiaries, affiliates and divisions (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

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RECITALS

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Exhibit 10.1

BED BATH & BEYOND, INC.

2026 EMPLOYMENT INDUCEMENT EQUITY INCENTIVE PLAN

1.            Purposes of the Plan.  The purposes of this 2026 Employment Inducement Equity Incentive Plan are:

a.            to attract and retain the best available personnel for positions of substantial responsibility,

b.            to provide additional incentive to Eligible Individuals, and

c.            to promote the success of the Company’s business.

Awards granted under the Plan may be Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Shares, Performance Units or Deferred Stock Units, as determined by the Administrator at the time of grant.

2.            Definitions.  As used herein, the following definitions shall apply:

a.            “Administrator” means the Committee, unless the Board has assumed the authority for administration of the Plan generally in accordance with Section 4 of the Plan.

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Exhibit 10.2

BED BATH & BEYOND, INC.

RESTRICTED STOCK UNIT GRANT NOTICE

(2026 Employment Inducement Equity Incentive Plan)

Bed Bath & Beyond, Inc. (the “Company”), pursuant to its 2026 Employment Inducement Equity Incentive Plan as may be amended and/or restated from time to time (the “Plan”), hereby grants to the participant under the Plan (the “Participant”) restricted stock units (“RSUs”) constituting the right to purchase the number of shares of the Company's common stock (the “Common Stock” or “BBBY”) set forth below (the “Award”). This Award is subject to all of the terms and conditions as set forth in this Restricted Stock Unit Grant Notice (the “Grant Notice”), the Restricted Stock Unit Agreement attached hereto and the Plan, a copy of which has previously been furnished to the Participant, all of which are incorporated herein in their entirety.

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Exhibit 10.3

BED BATH & BEYOND, INC.

PERFORMANCE SHARE AWARD GRANT NOTICE

(2026 Employment Inducement Equity Incentive Plan)

Bed Bath & Beyond, Inc. (the “Company”), pursuant to its 2026 Employment Inducement Equity Incentive Plan, as may be amended and/or restated from time to time (the “Plan”), hereby grants to the participant under the Plan (the “Participant”) performance shares (“PSUs”) constituting the right to acquire the number of shares of the Company’s common stock (the “Common Stock” or “BBBY”) set forth below (the “Award”). This Award is subject to all of the terms and conditions as set forth in this Performance Share Award Grant Notice (the “Grant Notice”), the Performance Share Award Agreement attached hereto (the “Award Agreement”), and the Plan, a copy of which has previously been furnished to the Participant, all of which are incorporated herein in their entirety.

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Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Omitted information is indicated by [***].

Master Collaboration Agreement

dated as of

July 31, 2026

between

Ford Motor Company

and

Blue Bird Body Company

1

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TABLE OF CONTENTS

Article							Title	Page
1							Definitions and Interpretation	4
2							Definitive Agreements	8
3							Project Scope	11

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AMENDMENT TO

Administrative Services AGREEMENT

THIS AMENDMENT TO ADMINISTRATIVE Services AGREEMENT (this “Amendment”), dated as of July 31, 2026 (the “Amendment Effective Date”), is entered into by and between AmperCap Acquisition Company, a blank check company incorporated in the Cayman Islands (the “Company”) and AmperSPAC LLC, a Delaware limited liability company (the “Sponsor” and “Services Provider”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Administrative Services Agreement (as defined below).

RECITALS

A.  The Company and the Sponsor are party to that certain Administrative Services Agreement (as amended from time to time, the “Administrative Services Agreement”), dated as of June 2, 2026.

B.  The Company and the Sponsor desire to amend the Administrative Services Agreement as set forth herein.

AGREEMENTS

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**AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT **

AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 5, 2026 (this “Amendment”), among MILLROSE PROPERTIES, INC., a Maryland corporation (the “Borrower”), the Guarantors party hereto, the Lenders and Issuing Banks party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).

WHEREAS, the Borrower, the lenders and issuing banks party thereto (the “Lenders”), and the Administrative Agent are parties to the Amended and Restated Credit Agreement, dated as of March 25, 2026 (the “Credit Agreement” and, as amended by this Amendment, the “Amended Credit Agreement”); capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Amended Credit Agreement;

WHEREAS, the Borrower, the Administrative Agent and all of the Lenders party to the Credit Agreement desire to amend the Applicable Rate pursuant to Section 9.2(a)(i) of the Credit Agreement (the “Amendment No.*** 1 Repricing*”);

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1COMMON STOCK PURCHASE WARRANT

Elite Health Systems Inc.

Issue Date: July 31, 2026
Holder: Prasad Jeerddi
Number of Warrant Shares: 110,526 (subject to adjustment)
Exercise Price: $0.95 per Share
Expiration Date: July 31, 2031

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This Common Stock Purchase Warrant ("Warrant") is issued by Elite Health Systems Inc., a Delaware corporation (the "Company"), to the Holder identified above in connection with the issuance of that certain Senior Unsecured Bridge Promissory Note dated as of the Issue Date (the "Note"). Capitalized terms not otherwise defined herein have the meanings assigned in the Note. This Warrant is one of a series of substantially identical Common Stock Purchase Warrants issued in connection with the financing evidenced by the Notes and shall rank equally with all other such Warrants.

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FORM OF SENIOR UNSECURED BRIDGE PROMISSORY NOTE

Elite Health Systems Inc.

Original Principal Amount: **$525,000.00**

Issue Date: July 31, 2026

Maturity Date: July 31, 2027

Holder: Prasad Jeereddi

Note No.: 00-01

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FOR VALUE RECEIVED, Elite Health Systems Inc., a Delaware corporation (the "Company"), hereby promises to pay to the Holder identified above, or its permitted assigns, the Original Principal Amount, together with accrued interest, in accordance with this Note. This Note is one of a series of substantially identical Senior Unsecured Bridge Promissory Notes that may be issued from time to time in an aggregate original principal amount not exceeding $1,500,000. All Notes rank pari passu, constitute a single class for voting purposes and are issued together with substantially identical Common Stock Purchase Warrants.

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