Browse EX-10 agreements

PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [●], 2026 (this “Agreement”), is entered into by and between JAB Acquisition Corp I, a Cayman Islands exempted company (the “Company”), and JAB Acquisition Sponsor I, LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) 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, one redeemable warrant (a “Public Warrant”) to be governed by the Warrant Agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”) and one right to receive one-fourth (1/4th) of one Class A ordinary share upon the consummation of an initial business combination (a “Public Right”) to

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June [   ], 2026

JAB Acquisition Corp I

270 Sylvan Avenue, Suite 2230

Englewood Cliffs, NJ  07632

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 among JAB Acquisition Corp I., a Cayman Islands exempted company limited by shares (the “Company”) and D. Boral Capital LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the Class A Ordinary Shares”), one redeemable warrant (each warrant, a “Public Warrant”) and one right (each right, a “Public Right).

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this "Agreement") is made and entered into effective as of September 19, 2025, by and between CTT Pharmaceutical Holdings, Inc., a Delaware corporation (the "Company"), and RH2 Equity Partners, a Delaware limited Partnership (the "Investor").

RECITALS

WHEREAS, the Company and the Investor have entered into that certain Common Stock Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), pursuant to which the Company may issue, from time to time, to the Investor up to the lesser of (i) $10,000,000 in aggregate gross purchase price of newly issued shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), and (ii) the Maximum Common Stock Issuance (to the extent applicable under Section 7.1.3 of the Purchase Agreement), as provided for therein.

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EQUITY LINE OF CREDIT AGREEMENT

This Equity Line of Credit Agreement (this "Agreement") is entered into effective as of September 8, 2025 (the "Execution Date"), by and CTT Pharmaceutical Holdings, Inc., a Delaware corporation (the "Company"), and RH2 Equity Partners, a Delaware limited partnership (the "Investor"). Each of the Seller and the Purchaser may be referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the parties desire that, upon the terms and subject to the conditions and limitations set forth herein, during the Commitment Period (as defined herein), the Company may issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to Ten Million Dollars ($10,000,000) in aggregate gross purchase price of newly issued shares of Common Stock (as defined herein), with Purchase Prices based on either the lowest VWAP during the applicable Pricing Period or the lowest intraday trade price, as further set forth herein;

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PRIVATE PLACEMENT WARRANTS AGREEMENT

THIS PRIVATE PLACEMENT WARRANTS AGREEMENT, dated as of [●], 2026, (as it may from time to time be amended, this “Agreement”), is entered into between Keystone Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the several purchasers listed in Schedule A attached hereto (each a “Purchaser” and together, the “Purchasers”).

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 (each, an “Ordinary Share”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share, as set forth in the Company’s Registration Statement on Form S-1 (File No. 333-295539) (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities

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PRIVATE PLACEMENT WARRANTS AGREEMENT

THIS PRIVATE PLACEMENT WARRANTS AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into between Keystone Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Keystone International Acquisition Management LLC, a Delaware limited liability company (the “Purchaser”).

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 (each, an “Ordinary Share”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share, as set forth in the Company’s Registration Statement on Form S-1 (File No. 333-295539) (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”).

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among Keystone Acquisition Corp., a Cayman Islands exempted company (the “Company”), Keystone International Acquisition Management LLC, a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Representative”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and the Representative and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

RECITALS

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between Keystone Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Efficiency INC., a Delaware corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1, File No. 333-295539 (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering (the “Offering”) of the Company’s units (the “Units”), each of which consists of one Class A ordinary share, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share, has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and

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Exhibit 10.1

[●], 2026

Keystone Acquisition Corp.

142 West 57th Street, 11th Floor

New York, New York 10019

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 among Keystone Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative (the “Representative”) of the several underwriters (each, including the Representative, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one

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ADDENDUM TO MOBILE APPLICATION AND WEBSITE PURCHASE AGREEMENT

This Addendum (“Addendum”) is entered into effective as of December 20, 2025, by and between OMNICODE DIGITAL LIMITED (“Seller”) and Sensei Harbor Corp. (“Buyer”).

WHEREAS, the parties entered into that certain Mobile Application and Website Purchase Agreement dated August 1, 2025 (the “Agreement”);

WHEREAS, the parties desire to amend certain provisions relating to payment obligations and transfer of certain assets;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

	1.	Viducate Platform Transfer

The parties acknowledge and agree that, as of November 25, 2025, Seller transferred to Buyer the assets described in Exhibit A — Online Learning Platform Assets under the Agreement for business and development purposes.

The transferred assets included:

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SERVICE & PLATFORM ACCESS AGREEMENT

This Service and Platform Access Agreement (“Agreement”) is entered into as of November 20**, 2025** (“Effective Date”)

1. Parties

Service Provider: SENSEI HARBOR CORP. 30 N Gould St, Ste R Sheridan, WY 82801, USA

Client: SAPTAGE INTERNATIONAL PTE. LTD.

1 Kallang Junction Vanguard Campus, #06-02, Singapore 339263

2. Subject of the Agreement

The Service Provider grants the Client access to the online educational and training platform operated under:

https://viducateplatform.com

The access includes digital educational content, training materials, and platform functionality as presented on the Service Provider’s website.

3. Term of Access

	·	Access is granted for a fixed period of twelve (12) months

	·	The access term begins from the date the payment is received

	·	No automatic renewal applies unless expressly agreed in writing by both Parties

4. Fees and Payment

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SERVICE & PLATFORM ACCESS AGREEMENT

This Service and Platform Access Agreement (“Agreement”) is entered into as of August 15, 2025 (“Effective Date”)

1. Parties

Service Provider: SENSEI HARBOR CORP. 30 N Gould St, Ste R Sheridan, WY 82801, USA

Client: KYUSTENDIL BG str. Stefan Stambolov Blvd. 45, ap. 3A Sofia, p.c. 1202 Bulgaria

2. Subject of the Agreement

The Service Provider grants the Client access to the online educational and training platform operated under:

https://viducateplatform.com

The access includes digital ed

ucational content, training materials, and platform functionality as presented on the Service Provider’s website.

3. Term of Access

	·	The access is granted for a fixed term of twelve (12) months

	·	The term starts from the date of payment confirmation

	·	No automatic renewal unless agreed in writing by both Parties

4. Fees and Payment

· Service Fee: USD 4,950

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