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 Harbour Island Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), Harbour Island Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Clear Street LLC, as the representative of the underwriters (the “Representative”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

** **

RECITALS

** **

…

THIS 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

Principal Amount: Up to $300,000	April 28, 2026

…

** **

**PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT **

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, effective as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Harbour Island Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and Harbour Island Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS

The Company intends to consummate an initial public offering of the Company’s units (the “IPO”), each unit consisting of one Class A Ordinary Share, par value $0.0001 per share, of the Company (each, a “Class A Ordinary Share”), and one-half of one redeemable warrant (a “Warrant”) to purchase a Class A Ordinary Share (a “Warrant Share”) to be governed by the Warrant Agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”), as set forth in the Company’s registration statement on Form S-1, filed with the Securities and Exchange Commission (the “SEC”), Fil

…

[●], 2026

Harbour Island Acquisition Corp. I

2875 South Ocean Boulevard

Palm Beach, FL 33480

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”) entered into by and among Harbour Island Acquisition Corp. I, a Cayman Islands exempted company (the “Company”) and Clear Street LLC, as representative (the “Representative”) of the 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 which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per whole shar

…

HARBOUR ISLAND ACQUISITION CORP. I

2875 South Ocean Boulevard

Palm Beach, FL 33480

April 28, 2026

Harbour Island Acquisition Sponsor LLC

2875 South Ocean Boulevard

Palm Beach, FL 33480

RE:	Securities Subscription Agreement

Ladies and Gentlemen:

Harbour Island Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Harbour Island Acquisition Sponsor LLC, a Delaware limited liability company, (the “Subscriber” or “you”) has made to subscribe for 5,750,000 Class B ordinary shares of the Company (the “Shares”), $0.0001 par value per share (the “Class B Ordinary Shares”), up to 750,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, c

…

** **

HARBOUR ISLAND ACQUISITION CORP. I

****2875 South Ocean Boulevard

Palm Beach, FL 33480

[●], 2026

Re: Administrative Services Agreement

Ladies and Gentlemen:

This letter of agreement by and between Harbour Island Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and Harbour Island Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Global Market tier of The Nasdaq Stock Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of (a) the consummation by the Company of an initial business combination (as described in the Registration Statement, the “Business Combination”) and (b) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred t

…

INDEMNITY AGREEMENT

** **

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2026, by and between Harbour Island Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).

** **

RECITALS

** **

WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies 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 companies;

** **

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;

** **

…

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between Harbour Island Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-[•]) (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;

…

OS THERAPIES INCORPORATED

AMENDED AND RESTATED

2023 INCENTIVE COMPENSATION PLAN

OS THERAPIES INCORPORATED

AMENDED AND RESTATED 2023 INCENTIVE COMPENSATION PLAN

1. Purpose. The purpose of the OS THERAPIES AMENDED AND RESTATED 2023 INCENTIVE COMPENSATION PLAN (the “Plan”) is to assist OS Therapies Incorporated, a Delaware corporation (the “Company”), and its Related Entities (as hereinafter defined) in attracting, motivating, retaining and rewarding high-quality executives and other employees, officers, directors, consultants and other persons who provide services to the Company or its Related Entities by enabling such persons to acquire or increase a proprietary interest in the Company in order to strengthen the mutuality of interests between such persons and the Company’s shareholders, and providing such persons with performance incentives to expend their maximum efforts in the creation of sharehold

…

AMENDED & RESTATED EMPLOYMENT AGREEMENT

This Amended & Restated Employment Agreement (this “Agreement”), dated and effective as of September 8, 2026 (the “Effective Date”), is made by and between Essential Properties Realty Trust, Inc., a Maryland corporation (together with any successor thereto, the “Company”), and Peter M. Mavoides (the “Executive”). This Agreement amends and restates in its entirety the Employment Agreement, dated and effective as of January 1, 2022, by and between the Company and the Executive (the “Prior Agreement”).

RECITALS

The parties have entered into this Agreement to set forth the terms of continued employment of the Executive in accordance with the terms and conditions contained in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below, and other good and valuable consideration, the parties hereto agree as follows:

1.    Employment.

…

AMENDED & RESTATED EMPLOYMENT AGREEMENT

This Amended & Restated Employment Agreement (this “Agreement”), dated and effective as of September 8, 2026 (the “Effective Date”), is made by and between Essential Properties Realty Trust, Inc., a Maryland corporation (together with any successor thereto, the “Company”), and R. Max Jenkins (the “Executive”). This Agreement amends and restates in its entirety the Employment Agreement, dated and effective as of March 24, 2025, by and between the Company and the Executive (the “Prior Agreement”).

RECITALS

The parties have entered into this Agreement to set forth the terms of continued employment of the Executive in accordance with the terms and conditions contained in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below, and other good and valuable consideration, the parties hereto agree as follows:

1.    Employment.

…

SHARE PURCHASE AGREEMENT

This Share Purchase Agreement (hereinafter referred to as “this Agreement”) is entered into by and between **Global Interactive Technologies, Inc. **(hereinafter referred to as “Party A”) and **Kim Gahee **(hereinafter referred to as “Party B”) with respect to the sale and purchase of all issued and outstanding shares of **AST Co., Ltd. **(hereinafter referred to as the “Target Company”).

Article 1 [Purpose]

The purpose of this Agreement is to set forth the terms and conditions regarding the transfer of 100% of the issued and outstanding shares of the Target Company held by Party B to Party A, and the acquisition thereof by Party A, including the share purchase price, existing liabilities, shareholder loans, GITS stock warrants, and other related rights and obligations.

Article 2 [Subject Shares of Purchase and Sale]

…