Browse EX-10 agreements

Execution Version

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of July 22, 2026 (the “Agreement Date”), by and between CID Holdco, Inc., a Delaware corporation (the “Company”), Alumni Capital LP, a Delaware limited partnership (the “Lead Investor”), and each purchaser identified on the Annex A hereto (each, including its successors and assigns, together with the Lead Investor, an “Investor” and collectively, the “Investors”).

RECITALS

WHEREAS, the Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D; and

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***Execution Version ***

***FORM OF LOCK-UP AGREEMENT ***

This Lock-Up Agreement (this “Agreement”) is made and entered into as of [•], by and among Nth Cycle Holdings, Inc., a Delaware corporation (the “Company”) (formerly known as Kensington Capital Acquisition Corp. VI, a Cayman Islands exempted company, prior to its domestication as a Delaware corporation), and the Persons set forth on Schedule I hereto (such Persons, together with any Person who hereafter becomes a party to this Agreement pursuant to Section*** 3* or Section*** 8* of this Agreement, the “Securityholders” and each, a “Securityholder”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined herein).

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***Execution Version ***

***SPONSOR SUPPORT AGREEMENT ***

This Sponsor Support Agreement (this “Agreement”) is made and entered into as of July 21, 2026 by and among Kensington Capital Sponsor VI LLC, a Delaware limited liability company (the “Sponsor”), Kensington Capital Acquisition Corp. VI, a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Closing) (the “Purchaser”), and Nth Cycle, Inc., a Delaware corporation (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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***Execution Version ***

***FORM OF LOCK-UP AND VESTING AGREEMENT ***

This Lock-Up and Vesting Agreement (this “Agreement”) is made and entered into as of [•], 2026 by and among Nth Cycle Holdings, Inc., a Delaware corporation (the “Company”) (formerly known as Kensington Capital Acquisition Corp. VI, a Cayman Islands exempted company, prior to its domestication as a Delaware corporation prior to the Closing), and Kensington Capital Sponsor VI LLC, a Delaware limited liability company (the “Sponsor”, and, together with any Person who hereafter becomes a party to this Agreement pursuant to Section*** 3* or Section*** 9* of this Agreement, the “Securityholders” and each, a “Securityholder”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined herein).

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***Execution Version ***

***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 Nth Cycle Holdings, Inc., a Delaware corporation (formerly known as Kensington Capital Acquisition Corp. VI, a Cayman Islands exempted company, prior to the Domestication (as defined herein)) (the “Company”), Kensington Capital Sponsor VI LLC, a Delaware limited liability company (the “Sponsor”), the members of the Sponsor identified on the signature pages hereto under “Other Sponsor Holders” (such members, together with the Sponsor, the “Sponsor Holders”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Representative”), Drexel Hamilton, LLC (“Drexel” and Drexel together with the Representative, the “IPO Holders”), each of the undersigned parties listed on the signature page hereto under “Nth Cycle Holders” (the “Nth Cycle Holders” and each such party, together with the Sponsor, the S

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**Certain personally identifiable information has been omitted from this exhibit pursuant to item 601(a)(6) of Regulation S-K. [***] indicates that information has been redacted. **

**SECURITIES PURCHASE AGREEMENT **

This Securities Purchase Agreement (this “Agreement”) is dated as of July 21, 2026, by and between Kensington Capital Acquisition Corp. VI, a Cayman Islands exempted company (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).

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***Execution Version ***

***VOTING AND SUPPORT AGREEMENT ***

This Voting and Support Agreement (this “Agreement”) is made and entered into as of [•], 2026 by and among Kensington Capital Acquisition Corp. VI, a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation prior to the Closing) (the “Purchaser”), the Persons set forth on Schedule I hereto (the “Sellers”) and Nth Cycle, Inc., a Delaware corporation (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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**NOTE: Certain identified information has been excluded from this exhibit and replaced with [***] because it is both (i) not material and (ii) the type of information the Company treats as private or confidential. **

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Agreement for the Support of Investigator / Institution Initiated Research (IIR)

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between

Bayer HealthCare Pharmaceuticals Inc.
100 Bayer Boulevard
Whippany, NJ 07981,
USA

– hereinafter referred to as “Bayer” –

and

Kairos Pharma Ltd.
2355 Westwood Blvd., #139
Los Angeles, CA 90064
USA

– hereinafter referred to as “SPONSOR”

The Parties agree as follows:

Article 1
Definitions

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Annex D contains a list of defined terms, which, when used in this Agreement shall have the respective meaning set forth in Annex D.

Article 2

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The Parties Primary Obligations

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2.1	SPONSOR’s obligations

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Execution Version

Stockholder SUPPORT AGREEMENT

This STOCKHOLDER SUPPORT AGREEMENT, dated as of July 21, 2026 (this “Agreement”), by and among Apex Treasury Corporation, a Cayman Islands exempted company (“Purchaser”), TECfusions, Inc., a Florida corporation (the “Company”), and Jeremiah 29:11, LLC, a Florida limited lability company (the “Signing Stockholder”). Purchaser, the Company and the Signing Stockholder are sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

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Execution Version

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**SUBSCRIPTION AGREEMENT **

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into as of July 21, 2026, by and between Apex Treasury Corporation, a Cayman Islands exempted company (the “Company”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Transaction Agreement (as defined below).

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Execution Version

SPONSOR SUPPORT AGREEMENT

This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of July 21, 2026, by and among Apex Treasury Corporation, a Cayman Islands exempted company (“Purchaser”), TECfusions, Inc., a Florida corporation (the “Company”), Apex Treasury Sponsor LLC (“Sponsor”) and each of the other shareholders of Purchaser listed under Exhibit A attached hereto (together with Sponsor, each a “Signing Shareholder” and collectively, the “Signing Shareholders”). Purchaser, the Company and each Signing Shareholder are sometimes referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise 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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**AMENDMENT NO. 2 TO **

**TAX RECEIVABLE AGREEMENT **

**July 20, 2026 **

This Amendment No. 2 to the Tax Receivable Agreement (as defined below) is dated effective as of July 20, 2026 (this “Amendment”), and is entered into by and among Utz Brands, Inc., a Delaware corporation (the “Corporate Taxpayer”), Utz Brands Holdings, LLC, a Delaware limited liability company (“OpCo”), Series U of UM Partners, LLC, a series of a Delaware limited liability company (“Series U”), Series R of UM Partners, LLC, a series of a Delaware limited liability company (“Series R”, and, together with Series U, the “TRA Parties”), and Series U in its capacity as the TRA Party Representative. Each of the Corporate Taxpayer, OpCo, the TRA Parties and the TRA Party Representative are referred to herein, individually, as a “Party” and, collectively, as the “Parties.”

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