Browse EX-10 agreements

EAST WEST AVE ACQUISITION CORP.

July 30, 2026

NFR Capital Limited

4701, 47/F Two Exchange Square

Central, Hong Kong

RE: Securities Purchase Agreement

Ladies and Gentlemen:

We are pleased to accept the offer you (the “Subscriber”) have made to purchase 80,000 units (the “Units”), each comprised of one share of the common stock, par value $0.0001 per share (the “Common Stock”), and one right to receive one-fourth (1/4) of a share of Common Stock upon the consummation of the Company’s initial business combination (each, a “Right”) in ourselves, East West Ave Acquisition Corp., a Nevada corporation (the “Company”), whether or not the over-allotment option is exercised in connection with the initial public offering of the Company. The terms on which the Company is willing to sell the Units to the Subscriber pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the Company and the Subscriber’s agreements regarding such Units, are as follows:

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East West Ave Acquisition Corp.

5725 S Valley View Blvd, Ste 5 #378094

Las Vegas, NV 89118

July 30, 2026

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”) to be entered into by and among East West Ave Acquisition Corp., a Nevada corporation (the “Company”), D. Boral Capital LLC as the representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one right to receive one-fourth (1/4) of a share of Common Stock (each, a “Right”). The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “**P

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INDEMNIFICATION AGREEMENT

This Agreement, made and entered into effective as of July 30, 2026 (“Agreement”), by and between East West Ave Acquisition Corp., a Nevada company (“Company”), and the undersigned indemnitee (“Indemnitee”).

WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgated have increased the potential for liability of officers and directors; and

WHEREAS, the board of directors of the Company (“Board”) has determined that the ability to attract and retain such persons is in the best interests of the Company’s shareholders; and

WHEREAS, it is reasonable, prudent and necessary for the Company to obligate itself contractually to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that such persons will serve or continue to serve the Company free from undue concern that they will not be adequately indemnified; and

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EAST WEST AVE ACQUISITION CORP.

July 30, 2026

East West Avenue LLC

131 Continental Drive Suite 305

Newark, DE 19713

RE: Securities Purchase Agreement

Ladies and Gentlemen:

We are pleased to accept the offer you (the “Subscriber”) have made to purchase 192,500 units (the “Units”), each comprised of one share of the common stock, par value $0.0001 per share (the “Common Stock”), and one right to receive one-fourth (1/4) of a share of Common Stock upon the consummation of the Company’s initial business combination (each, a “Right”) in ourselves, East West Ave Acquisition Corp., a Nevada corporation (the “Company”), whether or not the over-allotment option is exercised in connection with the initial public offering of the Company. The terms on which the Company is willing to sell the Units to the Subscriber pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the Company and the Subscriber’s agreements regarding such Units, are as follows:

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DAWSON JAMES SECURITIES, INC.

August 5, 2026

CONFIDENTIAL

Mr. Brian Valania CEO

Mitesco, Inc.

505 Beachland Blvd., Suite 1377

Vero Beach, FL. 32963

Re: Engagement Agreement – Advisory Services

Dear Mr. Valania:

The purpose of this engagement letter is to outline our agreement (“Agreement”) pursuant to which Dawson James Securities, Inc. (“Dawson”) will act as a financial advisor to Mitesco, Inc. (collectively, with its subsidiaries and affiliates, the “Company”).

The terms of our agreement in principle are as follows:

1. Engagement For Advisory Services; Services. The Company hereby engages Dawson, for the period beginning on the date hereof and ending Six (6) months from the date hereof. During the Engagement Period, Dawson will assist the Company as requested: (i) in formulating capital markets strategy; (ii) in evaluating potential financing offers; and (iii) to provide non-deal investor introductions for the Company.

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Exhibit 10.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of August 2, 2026, by and between HF Sinclair Corporation, a Delaware corporation (the “Company”), on the one hand, and REH Advisors Inc. (the “Selling Stockholder”), on the other hand. Recitals WHEREAS, the Selling Stockholder beneficially owns an aggregate of 11,256,662 shares of the Company’s outstanding common stock, par value $0.01 per share (the “Common Stock”), constituting approximately 6% of the outstanding Common Stock; and WHEREAS, the Selling Stockholder desires to sell to the Company, and the Company desires to repurchase from the Selling Stockholder, an aggregate of 2,375,000 shares of Common Stock (the “Shares”) at a price of $89.41 per Share, for an aggregate price of $212,348,750 for the Shares (such aggregate purchase price, the “Purchase Price”), upon the terms and subject to the conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are her

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of July [ 29 ], 2026 by and among Future FinTech Group Inc., a Florida corporation, (the “Company”), and individuals listed in Exhibit B hereto and each affixes its signature on the signature page of this Agreement (each, a “Purchaser”; collectively, the “Purchasers”).

RECITALS

WHEREAS, the Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”) and/or Regulation S (“Regulation S”) and/or Rule 506(b) of Regulation D (“Regulation D”), in each case as promulgated under the Securities Act;

WHEREAS, the Company is offering certain shares of its common stock, par value $0.001 per share, (the “Common Stock”) at a price per share equal to the Per Share Purchase Price (as defined below) to the Purchasers;

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SHF, LLC
RETENTION PLAN

	Section** 1.**	** **Purpose.

The purpose of this Plan is to motivate and reward certain Employees and Directors, identified herein as the Participants, to continue in the service of the Company by providing each Participant with the opportunity to receive a Retention Incentive who continues providing services to the Company until the applicable Retention Date and through the payment of the Retention Incentive. In the event the Participant remains in active service to the Company through the applicable Retention Date, the Participant will be eligible to receive the Retention Incentive subject to the terms and conditions of this Plan and the Retention Agreement. Notwithstanding the foregoing, in the event a Participant is terminated other than for Cause within ninety (90) days prior to the occurrence of a Change in Control, such Participant shall be entitled to receive the Retention Incentive related to such Change in Control. The payment of any Retention

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SHF, LLC

PARTICIPANT RETENTION PLAN

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RETENTION AGREEMENT

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THIS RETENTION AGREEMENT (the “Agreement”) made as of this ___ day of ___________, 2026 (the “Effective Date”), by and between SHF, LLC (the “Company”) and «Name» (the “Participant”), sets forth the terms of the Participant’s Retention Incentive as provided under the SHF, LLC Retention Plan (the “Plan”). For the purpose of this Agreement, all capitalized terms in this Agreement shall have the definition ascribed to them in the Plan.

1.	Retention Incentive. The Participant is entitled to a Retention Incentive equal to, as applicable:

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of the date of the last signature below, by and between NextTrip, Inc., a Nevada corporation (the “Company”), and the purchasers identified on the signature pages hereto (including their successors and assigns, the “Purchasers” and each a “Purchaser”).

RECITALS

WHEREAS, as of July 31, 2026, the Company was indebted to the Purchasers pursuant to the unpaid portions of Board of Directors Compensation policy for the period beginning January 1, 2024 and ending July 31, 2026 in total aggregate amount, inclusive of interest, of $289,753.42 (the “Outstanding Fees”).

WHEREAS, on July 31, 2026, the Company made a wire payment of immediately available funds to the Purchasers in the total aggregate amount of $144,876.71 (the “Cash Repayment”), resulting in the remaining indebtedness owed to the Purchasers of $144,876.71 (together with all accrued interest, fees and other amounts owing in connection therewith, the “Debt”);

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EMPLOYMENT AGREEMENT: INTERIM CFO                   Exhibit 10.1

THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of August 3, 2026, with an effective date as of August 16, 2026 (the “Effective Date”), is made and entered into by and between BOXLIGHT, INC, a corporation organized under the laws of Washington (the “Employer”), having its principal offices located at 2750 Premiere Pkwy, Suite 900, Duluth, GA 30097 and Jennifer Grabow an individual residing at 6916 Big Sky Drive, Flowery Branch, GA 30542 (the “Employee”). Employer and Employee are each referred to as “Party” and jointly referred to as the “Parties

WHEREAS, Employer desires to employ Employee and Employee desires to accept such employment on the terms set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, it is hereinafter agreed as follows:

1.At-Will Status; Payments Due at Termination; Interim Designation

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REGISTRATION RIGHTS AGREEMENT

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REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 3, 2026 (the “Execution Date”), is entered into by and between Cycurion, Inc., a Delaware corporation (the “Company”), and Kustom Entertainment, Inc. (together with its permitted assigns, “KUST”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in that certain Asset Purchase Agreement, dated as of June 24, 2026, by and between the parties hereto, as amended by that certain Amendment No. 1 and Forbearance / Extension Agreement dated July 23, 2026, and as may be further amended, restated, supplemented, or otherwise modified from time to time (collectively, the “Asset Purchase Agreement”).

WHEREAS:

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