Browse EX-10 agreements

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PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT

This PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Thunder Bridge Capital Partners V, Ltd., a Cayman Islands exempted company (the “Company”), and TBCP V, LLC, a Delaware limited liability company (the “Purchaser”).

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WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of the Company’s units, each unit consisting of one Class A ordinary share, par value $0.0001 per share, of the Company (an “Ordinary Share”) and one-third of one redeemable warrant, as set forth in the Company’s Registration Statement on Form S-1 (File No. 333-296759) (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”). Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per share, subject to adjustment. The

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PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT

This PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of the [●] day of [●], 2026, by and between Thunder Bridge Capital Partners V, Ltd., a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. (“Cantor” or the “Subscriber”).

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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, of the Company (an “Ordinary Share”) and one-third of one redeemable warrant (a “Public Warrant”), as set forth in the Company’s Registration Statement on Form S-1 (File No. 333-296759) (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”). Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per share, subject to adjustment; and

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AfterNext Acquisition I Corp.

13 Stamford Road

#02-11, Singapore 178905

EarlyBirdCapital, Inc.

366 Madison Ave., 8th Floor

New York, NY 10017

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 AfterNext Acquisition I Corp., a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, 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 Class A ordinary share of the Company, par value $0.0001 per share (the “Shares”), one right (each, a “***Ri

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LOAN AGREEMENT

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This Loan Agreement (the “Agreement”) is made and entered into as of July 7, 2025 (the “Effective Date”), by and between:

SKY PLL OU, a private limited company organized and existing under the laws of Estonia, with its registered address in Estonia (hereinafter referred to as the “Lender”),

and

Spectral Capital Corporation, a corporation organized and existing under the laws of the United States, with its principal place of business located at 701 Fifth Avenue, Suite 4200, Seattle, WA 98014, United States (hereinafter referred to as the “Borrower”).

The Lender and the Borrower may collectively be referred to as the “Parties” and individually as a “Party.”

1. Loan Amount and Term

1.1. The Lender agrees to loan to the Borrower, and the Borrower agrees to borrow from the Lender, a principal amount of up to Five Hundred Thousand United States Dollars (USD $500,000) (the “Loan”).

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PROMISSORY NOTE $10,000.00

Effective Date: June 2, 2025 FOR VALUE RECEIVED, Spectral Capital Corporation, a Nevada Corporation (“Borrower”), promises to pay to the order of Michael Turner (“Lender”), the principal sum of Ten Thousand Dollars ($10,000.00), together with interest on the unpaid principal balance as set forth below.

**1. Advance and Interest **The principal sum of $10,000.00 was advanced to Borrower by Lender on the Effective Date. This Note shall bear interest on the unpaid principal balance at the rate of five percent (5%) per annum, unless the full amount of the principal is repaid within sixty (60) days of the Effective Date, in which case no interest shall accrue or be due.

**2. Payment Terms **The entire outstanding principal and any accrued interest shall be due and payable upon demand by the Lender. Borrower may prepay all or any portion of the principal amount at any time without premium or penalty.

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CONSULTANCY AGREEMENT

This Management Agreement (the “Agreement”) is made and entered on April 26th 2024 (the “Effective Date”) by and between

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Spectral Capital Corporation

with its registered office at 4500 9th Avenue NE, Seattle, WA, 98105 (the “Company”) and

Scandere OU

with its registered office at Ahtri tn 6a, Kesklinna linnaosa, 10151 Tallinn, Harju maakond (the “Manager”) (hereinafter referred to individually as a “Party” and collectively as “the Parties”).

WHEREAS, the Company is a corporation of the United States of America;

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WHEREAS, the Company is in the business of providing wholesale telecommunications, data and switching services consisting of international long distance reselling services on a business-to-business (“B2B”) basis;

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**WHEREAS, **Scandere is the Manager and Vladimir Ivanov is the sole beneficiary and also the president of SKY Data PLL;

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WHEREAS, the Manager has expertise in the area of Telecom operations, analytics, software management and network sales;

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Exhibit** 10.24**

Loan Agreement No. 1-2-25

This agreement (hereinafter referred to as the “Agreement”) was made on the 05th of February, 2025, in Tallinn.

Parties:

Lender:

B Holding OÜ, registration code 16121556, address Harju County, Tallinn, Mustamäe district, J. Sütiste tee 19a-200, 13419, represented by board member Boriss Aleksandrov (personal ID: 38006232228) (hereinafter referred to as the Lender).

Borrower:

Spectral Capital Group Corp, address 4712 Club Park Drive Hilliard OH (Ohio) 43026 USA, represented by president Jenifer Lyn Osterwalder (hereinafter referred to as the Borrower).

The Lender and the Borrower are individually referred to as a “Party” and collectively as the “Parties.”

1. Loan Amount, Term, Interest, and Late Payment Penalty

1.1. The Lender agrees to provide the Borrower with a loan of up to 100,000 EUR (one hundred thousand euros).

1.2. The purpose of the loan is for the Borrower to develop its business activities and make investments.

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BINDING TERM SHEET

Spectral Capital Corporation – Intermatica Acquisition

This Binding Term Sheet (the “Term Sheet”) sets forth the principal terms and conditions under which Spectral Capital Corporation, a Nevada corporation (“Spectral”), will acquire 100% of the outstanding stock of Intermatica S.p.A., a società per azioni organized and existing under the laws of the Republic of Italy. (“Intermatica”). This Term Sheet is intended to be binding, except where expressly stated otherwise.

1. Parties

Buyer:

Spectral Capital Corporation

A Nevada corporation

Chief Executive Officer: Jenifer Osterwalder

Seller:

Nexora Holdings Limited,

A limited liability company organized and existing under the laws of the Republic of Ireland.

Director: Orlando Taddeo

2. Structure of Transaction

Spectral will acquire 100% of the issued and outstanding shares of Intermatica (the “Acquired Interests”) pursuant to a Definitive Stock Purchase Agreement (the “Definitive Agreement”).

3. Purchase Price

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VERDE RESOURCES, INC.

2026 EQUITY INCENTIVE PLAN

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1.	Purpose

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The Plan’s purpose is to attract, retain, and motivate persons who make important contributions to the Company by providing these individuals with the opportunity to acquire Shares. Additionally, the Plan is intended to align the interests of these individuals to those of the Company’s other shareholders.

2.	Definitions

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ADDENDUM TO SERVICE AGREEMENT

This Addendum (“Addendum”) is made and entered into as of the date of the last signature below and forms an integral part of the Service Agreement (“Agreement”) between the undersigned Client and the Service Provider or Employee (collectively, the “Parties”).

1. Adjustment of Share Issuance in the Event of a Reverse Stock Split

In the event the parent company, currently listed on the OTC Markets under the ticker symbol “VRDR,” undergoes a reverse stock split during the term of the Agreement, the number of shares to be issued to the Service Provider or Employee shall be automatically adjusted in accordance with the approved reverse split ratio. The Client shall notify the Service Provider or Employee in writing of any such corporate action and shall provide documentary evidence from the underwriter or other authorized party confirming the applicable ratio.

2. Value-Based Share Issuance

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ADDENDUM TO SERVICE AGREEMENT

This Addendum (“Addendum”) is made and entered into as of the date of the last signature below and forms an integral part of the Service Agreement (“Agreement”) between the undersigned Client and the Service Provider or Employee (collectively, the “Parties”).

1. Adjustment of Share Issuance in the Event of a Reverse Stock Split

In the event the parent company, currently listed on the OTC Markets under the ticker symbol “VRDR,” undergoes a reverse stock split during the term of the Agreement, the number of shares to be issued to the Service Provider or Employee shall be automatically adjusted in accordance with the approved reverse split ratio. The Client shall notify the Service Provider or Employee in writing of any such corporate action and shall provide documentary evidence from the underwriter or other authorized party confirming the applicable ratio.

2. Value-Based Share Issuance

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ADDENDUM TO SERVICE AGREEMENT

This Addendum (“Addendum”) is made and entered into as of the date of the last signature below and forms an integral part of the Service Agreement (“Agreement”) between the undersigned Client and the Service Provider or Employee (collectively, the “Parties”).

1. Adjustment of Share Issuance in the Event of a Reverse Stock Split

In the event the parent company, currently listed on the OTC Markets under the ticker symbol “VRDR,” undergoes a reverse stock split during the term of the Agreement, the number of shares to be issued to the Service Provider or Employee shall be automatically adjusted in accordance with the approved reverse split ratio. The Client shall notify the Service Provider or Employee in writing of any such corporate action and shall provide documentary evidence from the underwriter or other authorized party confirming the applicable ratio.

2. Value-Based Share Issuance

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