Browse EX-10 agreements

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2026, is made and entered into by and among FutureCore Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and FutureCore Capital Sponsor Ltd., a British Virgin Islands (“BVI”) business company (the “Sponsor”)(the Sponsor together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).

RECITALS

WHEREAS, the Sponsor and certain other Holders (if any) collectively own an aggregate of 4,312,500 Ordinary Shares (the “Founder Shares”), par value $0.0001 per share (the “Ordinary Shares”), of the Company, issued prior to the date hereof in a private placement and pursuant to certain transfers;

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SHARE ESCROW AGREEMENT

SHARE ESCROW AGREEMENT, dated as of [   ], 2026 (the “Agreement”), by and among FUTURECORE ACQUISITION CORPORATION, a Cayman Islands exempted company (the “Company”), FUTURECORE CAPITAL SPONSOR LTD (the “Sponsor”), the shareholders of the Company listed on Exhibit A hereto (together with Sponsor and any permitted transferee of the Sponsor or such shareholders after the date hereof in accordance with the terms hereof being referred to as, the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (the “Escrow Agent”).

WHEREAS, the Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination (a “Business Combination”) with one or more businesses or entities.

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[   ], 2026

FutureCore Acquisition Corp.

1185 Avenue of the Americas, Suite 304

New York, NY 10036

Ladies and Gentlemen:

FutureCore Acquisition Corp. (the “Company”), a blank check company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (the “Securities Act”), in connection with its initial public offering (“IPO”). The Company currently anticipates selling units (“Units”) in the IPO, each comprised of one ordinary share, par value $0.0001 per share, of the Company (“Ordinary Share(s)”), one redeemable warrant, and one right (“Right(s)”) entitling the holder thereof to receive 1/4th of one Ordinary Share upon the completion of an initial Business Combination.

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INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [     ], 2026, by and between FutureCore Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and [       ] (“Indemnitee”).

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its Subsidiaries (as defined below) from certain liabilities;

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FUTURECORE ACQUISITION CORPORATION

June 20, 2026

FutureCore Capital Sponsor Ltd.

1185 Avenue of the Americas, Suite 304

New York, NY 10036

	RE:	Securities Subscription Agreement

Ladies and Gentlemen:

This agreement (the “Agreement”) is entered into on June 20, 2026, by and between FutureCore Capital Sponsor Ltd., a British Virgin Islands limited liability company (the “Subscriber” or “you”), and FutureCore Acquisition Corporation, a Cayman Islands exempted Company (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 4,933,500 ordinary shares, $0.0001 par value per share, up to 562,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit consisting of one ordinary share and one right, do not fully exercise their over-allotment option (the “**Over-allotment

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Exhibit 10.5(A)

FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT

This First Amendment (“First Amendment”) to the Subscription Agreement (as defined below) is made and entered into as of September 8, 2026, by and between FutureCore Capital Sponsor Ltd., a British Virgin Islands limited liability company (the “Subscriber”) and FutureCore Acquisition Corporation, a Cayman Islands exempted company (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Subscription Agreement.

WHEREAS, Subscriber and the Company entered into that certain Subscription Agreement dated as of June 20, 2026 in the form attached hereto as Exhibit A (the “Original Agreement”);

**WHEREAS, **the parties now desire to amend the Original Agreement on the terms and effect the surrender of certain ordinary shares on the terms and conditions set forth herein; and

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**SALE AGREEMENT **

dated as of September 17, 2026

between

CAPITAL ONE AUTO RECEIVABLES, LLC

and

CAPITAL ONE PRIME AUTO RECEIVABLES TRUST 2026-1,

as Purchaser

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**TABLE OF CONTENTS **

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**ADMINISTRATION AGREEMENT **

**between **

**CAPITAL ONE PRIME AUTO RECEIVABLES TRUST 2026-1, **

**as Issuer, **

**CAPITAL ONE, NATIONAL ASSOCIATION, **

**as Administrator, **

**and **

**WILMINGTON TRUST, NATIONAL ASSOCIATION, **

**as Indenture Trustee **

**Dated as of September 17, 2026 **

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**Table of Contents **

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1.		Duties of the Administrator			1

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**PURCHASE AGREEMENT **

dated as of September 17, 2026

between

CAPITAL ONE, NATIONAL ASSOCIATION

and

CAPITAL ONE AUTO RECEIVABLES, LLC,

as Purchaser

				COPAR 2026-1 Purchase Agreement

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**TABLE OF CONTENTS **

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ARTICLE I DEFINITIONS AND USAGE

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ASSET REPRESENTATIONS REVIEW AGREEMENT

CAPITAL ONE PRIME AUTO RECEIVABLES TRUST 2026-1,

as Issuer,

CAPITAL ONE, NATIONAL ASSOCIATION,

as Sponsor and Servicer

and

CLAYTON FIXED INCOME SERVICES LLC,

as Asset Representations Reviewer

Dated as of September 17, 2026

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**TABLE OF CONTENTS **

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**SERVICING AGREEMENT **

by and between

**CAPITAL ONE PRIME AUTO RECEIVABLES TRUST 2026-1, **

as Issuer

**CAPITAL ONE, NATIONAL ASSOCIATION, **

as Servicer

and

**WILMINGTON TRUST, NATIONAL ASSOCIATION, **

as Indenture Trustee

**Dated as of September 17, 2026 **

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**TABLE OF CONTENTS **

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**CAPITAL ONE PRIME AUTO RECEIVABLES TRUST 2026-1 **

**AMENDED AND RESTATED **

**TRUST AGREEMENT **

**between **

**CAPITAL ONE AUTO RECEIVABLES, LLC, **

**as the Depositor **

**and **

**BNY MELLON TRUST OF DELAWARE, **

**as the Owner Trustee **

**Dated as of September 17, 2026 **

COPAR 2026-1

Amended and Restated

Trust Agreement

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**TABLE OF CONTENTS **

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ARTICLE I DEFINITIONS			1

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