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 10.1

ASSIGNMENT OF DEBT AGREEMENT

(Traderverse Inc. Promissory Note)

This Assignment of Debt Agreement (this “Agreement”) is entered into as of May 28, 2026 (the “Effective Date”), by and between:

Hallmark Venture Group, Inc., a Florida corporation traded under the ticker symbol OTC: HLLK, with an office located at 5112 West Taft Road, Suite M, Liverpool, NY 13088 (the “Assignor”); and

SB Technology Holdings, Inc., a Florida corporation, with an office located at 447 Broadway, 2nd Floor, Unit 103, New York, NY 10013 (the “Assignee”);

(each a “Party” and collectively, the “Parties”).

RECITALS

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NORIENT ACQUISITION

April 24, 2026

Re: Founder Subscription Agreement

Gentlemen:

This agreement (this “Agreement”) is entered into on April 24, 2026 by and between FDB IV, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Norient Acquisition, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 5,175,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 675,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:

	1.	SUBSCRIPTION AND PURCHASE OF SECURITIES

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THIS PROMISSORY NOTE (THIS “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 $350,000	Dated as of April 24, 2026

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3 Lender under this Amendment are several and not joint with the obligations of any Other Lender, and the Lender shall not be responsible in any way for the performance of the obligations of any Other Lender under any Other Amendment. Nothing contained herein or in any Other Amendment, and no action taken by the Lender pursuant hereto, shall be deemed to constitute the Lender and Other Lenders as, and the Company acknowledges that the Lender and the Other Lenders do not so constitute, a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Lender and Other Lenders are in any way acting in concert or as a group, and the Company will not assert any such claim, with respect to such obligations or the transactions contemplated by this Amendment or any Other Amendment and the Company acknowledges that, to the best of its knowledge, the Lender and the Other Lenders are not acting in concert or as a group with respect to such obligations or the transactions contemplated by this Amendment or any Other Amendment. The Company and t

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