Browse EX-10 agreements

STANDBY EQUITY PURCHASE AGREEMENT

DRC Medicine Inc.

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of September 2, 2026 is made by and among METEORA SELECT TRADING OPPORTUNITIES MASTER, LP, a Cayman Islands exempted limited partnership (together with its affiliates and permitted assigns, the “Investor”), RIBBON ACQUISITION CORP., a Cayman Islands exempted company (“RIBB”), and DRC MEDICINE LTD., a Japanese corporation (the “Target”). The term “Company” refers to RIBB until the closing of the Business Combination (as defined in Annex I) and, following the closing of the Business Combination, to DRC Medicine Inc., a Delaware corporation (“PubCo”). In connection with the transactions contemplated by the Business Combination Agreement, (i) PubCo and the Target will engage in a share exchange pursuant to which the Target will become a wholly-owned subsidiary of PubCo (the “Share Exchange”); (ii) RIBB will de-register as a Cayman Islands exempted company and domesticate as a Delaware corporation (the “Domestication”); and (iii) at the closing of the Business Combinati

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Date:		September 2, 2026
To:		Ribbon Acquisition Corp., a Cayman Islands exempted company (“RIBB”) and DRC Medicine Ltd., a Japanese corporation (“Target”).

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of September 2, 2026 is made by and among METEORA SELECT TRADING OPPORTUNITIES MASTER, LP, a Cayman Islands exempted limited partnership (together with its affiliates and permitted assigns, the “Investor”), and RIBBON ACQUISITION CORP., a Cayman Islands exempted company (“RIBB”). The term “Company” refers to RIBB until the closing of the Business Combination and, following the closing of the Business Combination, to DRC Medicine Inc., a Delaware corporation (“PubCo”). RIBB executes and delivers this Agreement as the Company as of the date hereof, and, effective upon the closing of the Business Combination and pursuant to the Joinder of PubCo set forth on the signature pages hereof, PubCo shall be substituted for RIBB as, and shall assume and be bound by all of the obligations and liabilities of, the Company hereunder. The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.” The Parties acknowledge and agree that any previously execut

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SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on September 2, 2026, by and among Ribbon Acquisition Corp., a Cayman Islands exempted company (the “Company”) and the undersigned subscriber (“Subscriber”).

WHEREAS, in connection with the Business Combination Agreement, dated as of June 30, 2025 (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), the Company, DRC Medicine Inc., a Delaware corporation (“PubCo”), DRC Merger Inc., a Delaware corporation and direct, wholly owned subsidiary of PubCo (“Merger Sub”), and DRC Medicine Ltd., a Japanese corporation (the “Target”) are entering into transactions (the “Transactions”), pursuant to which (i) PubCo and the Target will engage in a share exchange pursuant to which the Target will become a wholly owned subsidiary of PubCo (the “Share Exchange”), (ii) the Company will de-register as a Cayman Islands exempted company and domesticate as a Delaware corporation (the “Domestication”), and (iii) at the closing of

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NON-REDEMPTION AGREEMENT

This Non-Redemption Agreement (this “Agreement”) is entered as of September [__], 2026 by and among Andretti Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Andretti Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned investor (the “Investor”).

RECITALS

WHEREAS, the Sponsor currently holds Class B ordinary shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”) initially purchased in a private placement prior to the Company’s initial public offering (the “IPO” and such shares, the “Founder Shares”);

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EXCLUSIVE BRAND LICENCE AGREEMENT

This Agreement takes effect on 1 September 2026 (the “Effective Date”).

BETWEEN:

(1) OLS APAC Corporation, a company incorporated under the laws of the British Virgin Islands with company registration number 2144617, whose registered office is situated in the British Virgin Islands (the “Owner”); and

(2) H2N LIMITED, a company incorporated under the laws of Hong Kong with company registration number 62433704-000, whose registered office is at 16/F, Kerry Cargo Centre, 55 Wing Kei Road, Kwai Chung, N.T., Hong Kong (the “Operator”).

BACKGROUND:

(A) The Owner is the legal and beneficial owner of the brand operated under the domain name Dimbuy.com and its related assets (the “Brand”).

(B) The Owner wishes to grant an exclusive licence of the Brand to the Operator, and the Operator wishes to accept such licence, subject to the terms and conditions set out in this Agreement.

1. DEFINITIONS

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CONTRACTING SERVICES AGREEMENT

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This Contracting Services Agreement is made on 1 April 2025 between the following parties:

	1.	KLN Distribution Services (Hong Kong) Limited
		Address: 8/F, Kerry Cargo Centre, 55 Wing Kei Road, Kwai Chung, New Territories, Hong Kong
		Tel: 2211 9830
		(“KLN”)

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Exhibit 10.12

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SMART KREATE GROUP LIMITED

2026 EQUITY INCENTIVE PLAN

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(Adopted by the Board of Directors on [DATE] and effective as of the Acquisition Closing)

Article I

PURPOSE

Section 1.01 The purpose of the 2026 Equity Incentive Plan of SMART KREATE GROUP LIMITED (the “Plan”) is to promote the success and enhance the value of SMART KREATE GROUP LIMITED, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), by linking the personal interests of the Directors, Employees, and Consultants (each as defined below) to those of the Company’s shareholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to the Company’s shareholders. The Plan is also intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of Directors, Employees, and Consultants upon whose judgment, interest, and special effort the successful conduct of the Company’s operations are largely dependent.

Article II

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CONTRACTING SERVICES AGREEMENT

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This Contracting Services Agreement is made on 1 January 2023 between the following parties:

	1.	K-ESG (HK) COMPANY LIMITED

Address: 16/F, Kerry Cargo Centre, 55 Wing Kei Road, Kwai Chung, New Territories

Tel: [●]

(“K-ESG”)

	2.	TIMES EXPRESS LIMITED

Business Registration No.: 72083694

Original Address: 17/F, Chinbest International Centre, 8 Kwai On Road, Kwai Chung, New Territories

Tel: 2573 8823

(“Contractor”)

K-ESG and the Contractor are hereinafter collectively referred to as the “Parties” and individually as a “Party”.

The Parties agree as follows:

1. Scope of Contracted Services

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1.1 The Contractor agrees, in accordance with the terms of this Agreement, to provide logistics and/or manpower services to K-ESG and/or its customers, including but not limited to:

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