Browse EX-10 agreements

SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS

Lori Gustafson (“Executive”) and MVW Services Corporation (“Company”) hereby enter into this Separation Agreement and General Release of Claims (“Agreement”) and agree as follows:

1.Termination of Employment.Executive’s employment with the Company will terminate effective 11:59 p.m. on July 31, 2026 (the “Termination Date”). After the Termination Date, Executive will not be entitled to any compensation and/or benefits from the Company except as described in this Agreement or in the case of equity awards, as provided in the applicable award agreement for each grant. Executive agrees that, other than Executive’s final paycheck, any accrued unused paid time off and/or vacation, and the Separation Benefits described in this Agreement, Executive has been paid all remuneration owed to Executive as a result of Executive’s employment with the Company, including, but not limited to, all accrued salary, wages, stock and stock options, business expenses, termination benefits, commissions, or any other compensation to which Executive is entitl

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EXECUTION VERSION

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is made and entered into as of July 20, 2026 (the “Effective Date”), by and between Twenty One Capital, Inc., a Texas corporation (the “Company”), and Raphael Zagury (“Executive” and, together with the Company, the “Parties”).

RECITALS

WHEREAS, the Company desires to employ Executive as the Chief Executive Officer of the Company, on the terms and subject to the conditions set forth herein;

WHEREAS, Executive desires to be employed by the Company on such terms and conditions; and

WHEREAS, certain terms and conditions used herein have the meanings assigned to such terms in Section 5(d) of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt of which are hereby acknowledged, the Parties hereto agree as follows:

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EXECUTION VERSION

SEPARATION AGREEMENT AND RELEASE

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THIS SEPARATION AGREEMENT AND RELEASE (this “Agreement”) is entered into by and between Twenty One Capital, Inc., a Texas corporation (the “Company”), and Jack Mallers (the “Executive”), dated July 20, 2026. The Company and the Executive may be referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined herein have the respective meanings ascribed to those terms in the Employment Agreement (as defined below).

WHEREAS, the Parties entered into an employment agreement by and between the Executive and the Company, dated December 8, 2025 (the “Employment Agreement”), pursuant to which the Company employed the Executive as Co-Founder and Chief Executive Officer;

WHEREAS, the Executive has expressed his desire to resign from his position and the Parties mutually agree that the Executive’s employment with the Company will terminate effective July 20, 2026 (the “Separation Date”).

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SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 20, 2026, is between VISIONWAVE HOLDINGS, INC., a company incorporated under the laws of the State of Delaware, with principal executive offices located at 300 Delaware Avenue, Wilmington, Delaware 19801 (the “Company”), and each of the investors listed on the Schedule of Buyers attached as Schedule I hereto (individually, a “Buyer” and collectively the “Buyers”).

WITNESSETH

WHEREAS, the Company and each Buyer desire to enter into this transaction for the Company to sell and the Buyers to purchase the Convertible Debentures (as defined below) pursuant to an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and/or Rule 506 of Regulation D (“Regulation D”) promulgated by the U.S. Securities and Exchange Commission (the “SEC”) thereunder;

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July 20, 2026

Via Email

Adrian Holdings S.R.L.

San José, Escazú, San Rafael, Guachipelín, Centro Comercial Distrito Cuatro, Oficina 317, Costa Rica

Attention: Mauricio Ernesto Lara Ramos, Manager & Legal Representative

Re: Consent to Yorkville Arrangements

Ladies and Gentlemen:

Reference is made to (a) that certain Promissory Note in the original principal amount of $10,000,000, issued by VisionWave Holdings, Inc. to Adrian Holdings S.R.L. (the “Loan Agreement”), dated as of January 5, 2026, between Adrian Holdings S.R.L. (the “Lender”) and VisionWave Holdings, Inc., (b) that certain Securities Purchase Agreement, dated as of July ___, 2026 (the “SPA”), by and between VisionWave Holdings, Inc., a Delaware corporation (the “Company”), and YA II PN, Ltd., a Cayman Islands exempt limited company (“Yorkville”), and (c) those certain Convertible Debentures in the principal amount of up to $15,000,000 (the “Debentures”) to be issued by the Company to Yorkville in accordance with the terms of the SPA. Capitalized terms not otherwise defined herein shall have

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July __, 2026

VisionWave Holdings, Inc.

300 Delaware Ave., Suite 210 # 310
Wilmington, DE 19801
Attn: Doug Davis
E-mail: ddavis@vwav.inc

	Re:	***Extension of Maturity Date ***

Dear Mr. Davis:

Reference is made to the (i) Promissory Note in the original principal amount of $3,000,000 issued by VisionWave Holdings, Inc. (the “Company”) to YA II PN, Ltd. (the “Holder”) on July 25, 2025, and (ii) the Promissory Note issued by the Company to the Holder in the original principal amount of $2,000,000 issued on September 11, 2025 (collectively, the “Notes”). Capitalized terms not otherwise defined herein shall have the meanings given to them in the Notes.

Pursuant to the Notes, the Maturity Date may be extended at the option of the Holder. This letter shall constitute the written notice by YA II PN, Ltd as the Holder of the Notes, of its election to extend the Maturity Date of the Notes to January 25, 2027.

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July 20, 2026

Via Email

Dream America Marketing Services, Ltda.

Davivienda Bldg, 1st fl. Meridiano Business Center, Escazú, SJ 10203, Costa Rica

Attention: Cynthia Elena Mora, Manager & Director

Re: Consent to Yorkville Arrangements

Ladies and Gentlemen:

Reference is made to (a) that certain Promissory Note in the original principal amount of $6,000,000, issued by VisionWave Holdings, Inc. to Dream America Marketing Services, Ltda. (the “Loan Agreement”), dated as of April 10, 2026, between Dream America Marketing Services, Ltda. (the “Lender”) and VisionWave Holdings, Inc., (b) that certain Securities Purchase Agreement, dated as of July ___, 2026 (the “SPA”), by and between VisionWave Holdings, Inc., a Delaware corporation (the “Company”), and YA II PN, Ltd., a Cayman Islands exempt limited company (“Yorkville”), and (c) those certain Convertible Debentures in the principal amount of up to $15,000,000 (the “Debentures”) to be issued by the Company to Yorkville in accordance with the terms of the SPA. Capitalized terms not otherwise defined herein sha

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 20, 2026, is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and VISIONWAVE HOLDINGS, INC., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

WITNESSETH

WHEREAS:

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GLOBAL GUARANTY AGREEMENT

This Guaranty (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of July 20, 2026, by VISIONWAVE TECHNOLOGIES, INC., a Nevada company (“Technologies”), VISIONWAVE HOLDINGS UK LTD, a company organized in England and Wales (“Holdings UK”), and SOLAR DRONE LTD., a company incorporated in Israel (“Solar,” and collectively with Technologies and Holdings UK and any subsequent party that may join in this Guaranty, the “Guarantors”) in favor of YA II PN, LTD. (“YA II” or the “Creditor”), with respect to all obligations of VISIONWAVE HOLDINGS, INC., a Delaware company (the “Debtor”) owed to the Creditor.

RECITALS

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SERVICE AGREEMENT

This Service Agreement (this “Agreement”) is entered into as of July 20, 2026 (the “Effective Date”), by and between:

Apex Tech Acquisition Inc., a Cayman Islands exempted company (the “Company”); and

Florence Ng (“Executive”).

1. Appointment

The Company hereby appoints Executive to serve as its Chief Executive Officer, and Executive accepts such appointment, subject to the terms and conditions of this Agreement.

2. Services

Executive shall faithfully perform the duties and responsibilities of Chief Executive Officer and shall devote such time and attention as is reasonably necessary for the performance of her duties. Executive shall report directly to the Board of Directors of the Company and shall perform such additional duties as may reasonably be assigned by the Board from time to time.

3. Compensation

(a) Base Salary. Executive shall receive a base salary of US$5,000 per month, payable in accordance with the Company’s normal payroll practices.

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Execution Version

PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of July 13, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Jones Ventures INTL Acquisition1 Corp, a Cayman Islands exempted company (the “Company”), and Jones Ventures INTL Acquisition1 Sponsor LLC, a Delaware limited liability company (the “Purchaser”).

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Execution Version

PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the 13th day of July, 2026, by and between Jones Ventures INTL Acquisitionl Corp, a Cayman Islands exempted company (the “Company”) and JonesTrading Institutional Services LLC (“JonesTrading” the “Subscribed).

WHEREAS, the Company intends to consummate an initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit consisting of one Class A Ordinary Share, par value $0.0001 per share (the “Class A Ordinary Shares”), of the Company, and one right (each a “Share Right”) to receive one-eighth (1/8) of one Class A Ordinary Share upon the consummation of the Company’s initial business combination, for a purchase price of $4,000,000, or $10.00 per Unit.

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