Browse EX-10 agreements

Amendment No. 8 to

Sales Representative Agreement

This Amendment No. 8 to Sales Representative Agreement (“Amendment”) is entered into by and between Ambarella International LP, an Ontario, Canada limited partnership having a place of business at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (“COMPANY”), and WT Microelectronics Co., Ltd., with a place of business at 14F, No. 738, Chung Cheng Road, Chung Ho City, Taipei Hsien, Taiwan, R.O.C. (“Representative”).

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of [-], 2026 between Tianci International, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below) as to the Shares, the Pre-Funded Warrants and the Common Warrants, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE I.

DEFINITIONS

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LOCK-UP AGREEMENT

________, 2026

Maxim Group LLP

300 Park Avenue

New York, NY 10022

	Re:	Proposed Best Efforts Offering by Tianci International, Inc.

Ladies and Gentlemen:

The undersigned, a stockholder, officer and/or director of Tianci International, Inc., a Nevada corporation (the “Company”), understands that Maxim Group LLC (the “Placement Agent”) proposes to have certain institutional investors enter into a Securities Purchase Agreement (the “Purchase Agreement”) with the Company providing for the subsequent public offering (the “Public Offering”) of certain securities of the Company.

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ASSET PURCHASE AGREEMENT

by and between

VAXIMM AG

(as Seller) and

OSR HOLDINGS, INC.

(as Buyer)

Dated: May 27, 2026

This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of May 27, 2026 (the “Effective Date”), is entered into by and between:

(1)	VAXIMM AG, a company incorporated under the laws of Switzerland, having its registered office at Hochbergerstrasse 60c, 4057 Basel, Switzerland (“Seller”); and

(2)	OSR HOLDINGS, INC., a company incorporated under the laws of the State of Delaware, United States of America, having its principal office at 10900 NE 4th Street, Suite 2300, Bellevue, WA 98004, U.S.A. (“Buyer”).

The Seller and the Buyer are hereinafter referred to collectively as the “Parties” and individually as a “Party”.

RECITALS

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Exhibit 10-B

DONALDSON COMPANY, INC.

COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

Amended on March 27, 2026

I. Introduction

The Company has previously established and presently maintains an automatic equity grant program and a deferred compensation program for non-employee directors. Set forth in writing below are the provisions of both programs combined into one plan document entitled the Donaldson Company, Inc. Compensation Plan for Non-Employee Directors (hereinafter, the “Plan”).

All equity awards granted hereunder, as well as any amounts deferred that are payable in shares of the Company’s common stock, par value of US$5.00 per share (“Common Stock”) are subject to the terms, conditions, and restrictions set forth in the Company’s 2019 Master Stock Incentive Plan (the “Master Stock Plan”). In the event of any inconsistency between the terms contained in both plans, the Master Stock Plan shall govern. All capitalized terms that are not defined herein have the meanings set forth in the Master Stock Plan.

II. Plan Year

The Plan shall operate on a calendar year basis.

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CONVERSION AGREEMENT

by and among

QUANTUM CORPORATION

and

DIALECTIC TECHNOLOGY SPV LLC

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Trustee and Notes Collateral Agent (solely with respect to Sections 7.1 and 7.3 and Articles III and X)

Dated as of June 1, 2026

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CONVERSION AGREEMENT

THIS CONVERSION AGREEMENT (this “Agreement”) is made and entered into as of June 1, 2026 (the “Agreement Date”), by and among Quantum Corporation, a Delaware corporation (the “Company”), Dialectic Technology SPV LLC, a Delaware limited liability company (“Dialectic”), and, solely with respect to Sections 7.1 and 7.3 and Articles III and X hereof, U.S. Bank Trust Company, National Association (“US Bank”), a national banking association, as trustee (in such capacity, the “Trustee”) and notes collateral agent (in such capacity, the “Notes Collateral Agent”) under the Indenture (as defined below). The Company and Dialectic are each referred to herein individually as a “Party” and collectively as the

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SIXTEENTH AMENDMENT TO

TERM LOAN CREDIT AND SECURITY AGREEMENT

THIS SIXTEENTH AMENDMENT TO TERM LOAN CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of June 1, 2026 (the “Sixteenth Amendment Signing Date”), is entered into by and among QUANTUM CORPORATION, a Delaware corporation (“Quantum”, and together with each other Person joined to the Credit Agreement (as defined below) as a borrower from time to time, collectively, the “Borrowers”, and each, a “Borrower”), QUANTUM LTO HOLDINGS, LLC, a Delaware limited liability company (“Quantum LTO”, and together with each other Person joined to the Credit Agreement as a guarantor from time to time, collectively, the “Guarantors”, and each, a “Guarantor”, and together with the Borrowers, collectively, the “Loan Parties”, and each, a “Loan Party”), the financial institutions which are now or which hereafter become a party to the Credit Agreement as lenders (collectively, the “Lenders”, and each, a

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of June 1, 2026, by and between Quantum Corporation, a Delaware corporation (the “Company”), and each of the investors identified on the signature pages hereto (including its respective successors and assigns, the “Purchasers” and each, a “Purchaser”).

WHEREAS, the Company and each Purchaser is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the “Securities Act”) and/or Rule 506(b) of Regulation D promulgated thereunder; and

WHEREAS, the Company desires to issue and sell to the Purchasers, and the Purchasers, severally and not jointly, desire to purchase from the Company, securities of the Company as more fully described in this Agreement.

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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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Bidding Form

[_________]1

To:		Peabody Energy Corporation 701 Market Street St. Louis, Missouri 63101-1826
From:		[__________]
Re:		[Base]2[Additional]3 Capped Call Transaction
Ref. No:		[__________]4
Date:		[__], 2026

Dear Ladies and Gentlemen:

The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the “Transaction”) between [___________] (“Dealer”)[, represented by [_________] (“Agent”) as its agent,] and Peabody Energy Corporation (“Counterparty”). This communication constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.

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