Browse EX-10 agreements

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

 

THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of June 25, 2026 (the “Execution Date”) by Cristian Rabiti, an individual (the “Subject Party”), in favor and for the benefit of Launch Two Acquisition Corp., a Cayman Islands exempted company (together with its successors, including after the Domestication (as defined below), the “SPAC”), and NuCube Energy, Inc., a Delaware corporation (together with its successors, the “Company”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).

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AMENDMENT TO LETTER AGREEMENT

 

THIS AMENDMENT TO LETTER AGREEMENT (this “Amendment”) is made and entered into as of June 25, 2026 (the “Execution Date”), by and among (i) Launch Two Acquisition Corp., a Cayman Islands exempted company (together with its successors, the “Company”), (ii) Launch Two Sponsor LLC, a Delaware limited liability company (the “Sponsor”), (iii) NuCube Energy, Inc., a Delaware corporation (the “Target”), and (iv) the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team and who is referred to as an “Insider” pursuant to the terms of the Letter Agreement (as defined below). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Original Letter Agreement (as defined below) (and if such term is not defined in the Original Letter Agreement, then in the Business Combination Agreement (as defined below)).

 

RECITALS

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SPONSOR SUPPORT AGREEMENT

 

THIS SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of June 25, 2026, by and among (i) Launch Two Sponsor LLC, a Delaware limited liability company (“Sponsor”), (ii) Launch Two Acquisition Corp., a Cayman Islands exempted company (“SPAC”), (iii) NuCube Energy, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined in this Agreement will have the meanings ascribed to such terms in the Business Combination Agreement, by and among SPAC, Tesseract Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of SPAC (“Merger Sub”), the Company, and the other parties thereto, dated as of the date hereof (as it may be amended, supplemented, modified and/or restated from time to time, the “Business Combination Agreement”).

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COMPANY SUPPORT AGREEMENT

 

This Company Support Agreement (this “Agreement”) is made as of June 25, 2026, by and among (i) Launch Two Acquisition Corp., a Cayman Islands exempted company incorporated with limited liability (together with its successors, the “SPAC”), (ii) NuCube Energy, Inc., a Delaware corporation (the “Company”), and (iii) each of the undersigned securityholders (collectively, the “Holders” and each, a “Holder”) of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.

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FORM OF

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among NuCube Holdings, Inc., a Delaware corporation formerly known as Launch Two Acquisition Corp., a Cayman Islands exempted company (the “Company”), Launch Two Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co., a New York general partnership (“Cantor”), certain stockholders of NuCube Energy, Inc., a Delaware corporation (“NuCube”), listed on the signature pages hereto (the “NuCube Holders”, and together with the Sponsor and Cantor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2, each, a “Holder” and collectively, the “Holders”).

RECITALS

 

WHEREAS, the Company, the Sponsor and Cantor are parties to that certain Registration Rights Agreement, dated October 7, 2024 (the “Original Registration Rights Agreement”);

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LOCK-UP AGREEMENT

 

This LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of June 25, 2026, by and among (i) Launch Two Acquisition Corp., a Cayman Islands exempted company that intends in connection with the Closing (as defined below) to effect the Domestication (as defined below) and become a Delaware corporation, and change its name in connection with the Merger (as defined below) to NuCube Holdings, Inc. (the “SPAC” and, after giving effect to the Merger, “PubCo”), (ii) NuCube Energy, Inc., a Delaware corporation (the “Company”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).

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EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”), entered into on the 29th day of June, 2026 (the “Effective Date”), by and between First Financial Bank, N.A. (the “Bank”), a national banking association organized under the laws of the United States of America, First Financial Corporation (the “Corporation”), a corporation formed under the laws of the State of Indiana and a financial holding company (jointly referred to herein as the “Company”) and Norman D. Lowery (the “Employee”), a resident of the State of Indiana.

WHEREAS, the Employee has heretofore been employed by the Bank as its President and Chief Executive Officer and by the Corporation as its President and Chief Executive Officer and has performed valuable services for both the Bank and the Corporation; and

WHEREAS, the Company desires to enter into this Agreement with the Employee in order to assure continuity of management and to reinforce and encourage the continued attention and dedication of the Employee to his assigned duties; and

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THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER

THIS THIRD AMENDMENT (this “Third Amendment”) to the Agreement and Plan of Merger dated as of July 9, 2025 (the “ Original Merger Agreement”), is made and entered into as of June 30, 2026 by and among Plutus Financial Group Limited, a Cayman Islands exempted company (“Plutus”), Coders Merger Sub Limited, a Cayman Islands exempted company (“Merger Sub”), and Choco Up Group Holdings Limited, a Cayman Islands exempted company (the “Target”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Merger Agreement.

 

RECITALS

WHEREAS, Plutus and the Target entered into the Original Merger Agreement dated as of July 9, 2025 and, by way of a joinder dated August 8, 2025, Merger Sub has acceded to and joined as a party to the Merger Agreement;

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CCH Holdings Ltd

No. 1, Jalan Perda Jaya, Kawasan Perniagaan Perda Jaya, 14000

Bukit Mertajam, Pulau Pinang, Malaysia

 

June 30, 2026

Re: Director Offer Letter

 

Dear Ms. Chung Wai Wong:

 

CCH Holdings Ltd, a Cayman Islands company (the “Company” or “we”), is pleased to offer you a position as a Director of the Company. We believe your background and experience will be a significant asset to the Company and we look forward to your participation as a Director in the Company. Should you choose to accept this position as a Director, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company. Your appointment shall also be subject to the approval of Company’s Board of Directors and/or Nominating and Corporate Governance Committee.

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of June 25, 2026, between Global Interactive Technologies, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

 

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an exemption from the registration requirements of Section 5 of the of the Securities Act of 1933, as amended (the “Securities Act”) contained in Section 4(a)(2) thereof and/or Regulation D thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

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June 25, 2026

 

D. Boral Capital LLC

590 Madison Avenue, 39th Floor

New York, New York 10022

Ladies and Gentlemen:

 

Subject to the terms and conditions herein (this “Agreement”) Global Interactive Technologies, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of (i) shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), (ii) pre-funded warrants to purchase shares of Common Stock (the “Pre-Funded Warrants” and, together with the Shares, the “Underlying Securities”), and (iii) common stock purchase warrants (the “Common Warrants”) to purchase shares of Common Stock (the “Common Warrant Shares”), directly to various purchasers (each, a “Purchaser” and, collectively, the “Purchasers”) through D. Boral Capital LLC, as Placement Agent (the “Placement Agent”). The aggregate gross proceeds from the sale of the Underlying Securities and Common Warrants shall be approximately Two Million Dollars ($2,000,000). This Agreement and the documents executed and delivered by the Company and the Purchasers in c

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REGISTRATION RIGHTS AGREEMENT

 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 29, 2026, between Global Interactive Technologies, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

 

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and between the Company and each Purchaser (the “Purchase Agreement”).

 

The Company and each Purchaser hereby agrees as follows:

 

1. Definitions.

 

Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

 

“Advice” shall have the meaning set forth in Section 6(c).

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