Browse EX-10 agreements

Exhibit 10.7

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 $500,000		Effective as of November 8, 2025 New York, New York

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Exhibit 10.5

EAST WEST AVE ACQUISITION CORP.

[   ], 2026

NFR Capital Limited

[Address]

RE: Securities Purchase Agreement

Ladies and Gentlemen:

We are pleased to accept the offer you (the “Subscriber”) have made to purchase 80,000 units (the “Units”), each comprised of one share of the common stock, par value $0.0001 per share (the “Common Stock”), and one right to receive one-fourth (1/4) of a share of Common Stock upon the consummation of the Company’s initial business combination (each, a “Right”) in ourselves, East West Ave Acquisition Corp., a Nevada corporation (the “Company”), whether or not the over-allotment option is exercised in connection with the initial public offering of the Company. The terms on which the Company is willing to sell the Units to the Subscriber pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the Company and the Subscriber’s agreements regarding such Units, are as follows:

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Exhibit 10.8

EAST WEST AVE ACQUISITION CORP.

5725 S Valley View Blvd, Ste 5 #378094

Las Vegas, NV 89118

November 8, 2025

East West Avenue LLC

5725 S Valley View Blvd, Ste 5 #378094

Las Vegas, NV 89118

	RE:	Securities Purchase Agreement

Ladies and Gentlemen:

We are pleased to accept the offer you (the “Subscriber”) have made to purchase 20,000 shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”) in ourselves, East West Ave Acquisition Corp., a Nevada corporation (the “Company”). The terms on which the Company is willing to sell the Shares to the Subscriber pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the Company and the Subscriber’s agreements regarding such Shares, are as follows:

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Exhibit 10.6

INDEMNIFICATION AGREEMENT

This Agreement, made and entered into effective as of [●], 2026 (“Agreement”), by and between East West Ave Acquisition Corp., a Nevada company (“Company”), and the undersigned indemnitee (“Indemnitee”).

WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgated have increased the potential for liability of officers and directors; and

WHEREAS, the board of directors of the Company (“Board”) has determined that the ability to attract and retain such persons is in the best interests of the Company’s shareholders; and

WHEREAS, it is reasonable, prudent and necessary for the Company to obligate itself contractually to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that such persons will serve or continue to serve the Company free from undue concern that they will not be adequately indemnified; and

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Exhibit 10.4

EAST WEST AVE ACQUISITION CORP.

[  ], 2026

East West Ave LLC

[Address]

RE: Securities Purchase Agreement

Ladies and Gentlemen:

We are pleased to accept the offer you (the “Subscriber”) have made to purchase 192,500 units (the “Units”), each comprised of one share of the common stock, par value $0.0001 per share (the “Common Stock”), and one right to receive one-fourth (1/4) of a share of Common Stock upon the consummation of the Company’s initial business combination (each, a “Right”) in ourselves, East West Ave Acquisition Corp., a Nevada corporation (the “Company”), whether or not the over-allotment option is exercised in connection with the initial public offering of the Company. The terms on which the Company is willing to sell the Units to the Subscriber pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the Company and the Subscriber’s agreements regarding such Units, are as follows:

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Exhibit 10.3

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [   ] 2026, is made and entered into by and among East West Ave Acquisition Corp., a Nevada corporation (the “Company”), East West Ave LLC (“Sponsor A”), NFR Capital Limited (“Sponsor B”, together with Sponsor A, the “Sponsors”), and undersigned party listed under Holder on the signature page hereto (each such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement is defined as a “Holder” and collectively the “Holders”).

RECITALS

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Exhibit 10.2

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026, by and between East West Ave Acquisition Corp., a Cayman Islands corporation (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability trust company (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-295205) (the “Registration Statement”) and prospectus (the “Prospectus”), for its initial public offering of the Company’s units (the “Units”), each of which consists of one share of the Company’s common stock Common Stock, par value $0.0001 per share (the “Common Stock”), and one right to receive one-fourth (1/4) of a share of Common Stock upon the consummation of an initial business combination (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 (capitalized term used herein and not otherwise defined shall have

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Exhibit 10.1

East West Ave Acquisition Corp.

5725 S Valley View Blvd, Ste 5 #378094

Las Vegas, NV 89118

[    ], 2026

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”) to be entered into by and among East West Ave Acquisition Corp., a Nevada corporation (the “Company”), ARC Group Securities LLC and Prime Number Capital LLC as the representatives (collectively, the “Representative”) of the several 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 that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one right to receive one-fourth (1/4) of a share of Common Stock

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Exhibit 10.5(a)

FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT

This First Amendment (“First Amendment”) to the Subscription Agreement (as defined below) is made and entered into as of May 28, 2026, by and between Futurewave Capital Solutions Limited, a British Virgin Islands business company (the “Subscriber”) and Futurewave Acquisition Corporation, a Cayman corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Subscription Agreement.

WHEREAS, Subscriber and the Company entered into that certain Subscription Agreement dated as of March 9, 2026 in the form attached hereto as Exhibit A (the “Original Agreement”);

WHEREAS, the parties now desire to amend the Original Agreement on the terms and conditions set forth herein; and

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[   ], 2026

Futurwave Acquisition Corp.

1185 6th Avenue, Suite 304

New York, NY 10036

Ladies and Gentlemen:

FutureWave Acquisition Corp. (the “Company”), a blank check company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (the “Securities Act”), in connection with its initial public offering (“IPO”). The Company currently anticipates selling units (“Units”) in the IPO, each comprised of one ordinary share, par value $0.0001 per share, of the Company (“Ordinary Share(s)”), one redeemable warrant (“Warrant(s)”), and one right (“Right(s)”) entitling the holder thereof to receive 1/4th of one Ordinary Share upon the completion of an initial Business Combination.

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[     ], 2026

Futurewave Acquisition Corporation

1185 6th Avenue, 3rd Floor

New York, NY 10036

Polaris Advisory Partners

a division of Kingswood Capital Partners LLC

5900 Balcones Drive, Suite 100

Austin, TX 78731

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 between Futurewave Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Polaris Advisory Partners, (the “Representative”) as representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, $0.0001 par value per share (the “Shares”), one redeemable warrant, and one right. Each right entitles the holder thereof to receive one-fourth (1/4) of one ordinary share upon the

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CONFIDENTIAL

Final Form of Document

INVESTOR RIGHTS’ AGREEMENT

THIS INVESTOR RIGHTS’ AGREEMENT (this “Agreement”), is made as of [], 2026, by and between Forbright, Inc., a Delaware corporation (the “Company”), and [] (the “Investor”).

RECITALS

WHEREAS, the Company and its Affiliates (as defined herein) intend to consummate the transactions described in the Registration Statement on Form S-1 (Registration No. []) (the “IPO”); and

WHEREAS, the Investor and the Company desire to address herein certain relationships among themselves with respect to the governance of the Company.

NOW, THEREFORE, in consideration of the mutual covenants and understandings defined herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties here to hereby agree as follows:

NOW, THEREFORE, the parties hereby agree as follows:

1.    Definitions. For purposes of this Agreement:

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