Browse EX-10 agreements

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of September 30, 2026 (the “Execution Date”), by and among (i) Tigerless AI Holdings Inc., a Nevada corporation (“Pubco” and, from and after the Merger Closing, the “Company”), (ii) Piermont Valley Acquisition Corp., a Cayman Islands exempted company (“Piermont”), (iii) Tigerless Health, Inc., a New York corporation (“Tigerless” and, together with Piermont and Pubco, the “Seller Parties”), and (iv) the purchaser identified on the signature page hereto (including its successors and permitted assigns, the “Purchaser”). The Seller Parties and the Purchaser are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

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FORM OF SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on [●], 2026, by and among Hall Chadwick Acquisition Corp., a Cayman Islands exempted company (which entity will transfer by way of continuation to and domesticate as a Delaware corporation as part of the Domestication (as defined below) prior to the closing of the Merger (as defined below), the “Issuer”) and the subscriber named on the signature page hereto (“Subscriber”).

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This Promissory Note (this “Note”) and the securities issuable upon conversion of this Note pursuant to the terms hereof have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and neither this note, such securities nor any interest therein may be offered, sold, transferred, pledged or otherwise disposed of except pursuant to an effective registration statement under such act or such laws or an exemption from registration under such act and such laws which, in the opinion of counsel for maker, is available.

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CONVERTIBLE PROMISSORY NOTE

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Principal Amount: $25,000	Dated as of August 30, 2026

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This Promissory Note (this “Note”) and the securities issuable upon conversion of this Note pursuant to the terms hereof have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and neither this note, such securities nor any interest therein may be offered, sold, transferred, pledged or otherwise disposed of except pursuant to an effective registration statement under such act or such laws or an exemption from registration under such act and such laws which, in the opinion of counsel for maker, is available.

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CONVERTIBLE PROMISSORY NOTE

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Principal Amount: $25,000	Dated as of September 30, 2026

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This Promissory Note (this “Note”) and the securities issuable upon conversion of this Note pursuant to the terms hereof have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and neither this note, such securities nor any interest therein may be offered, sold, transferred, pledged or otherwise disposed of except pursuant to an effective registration statement under such act or such laws or an exemption from registration under such act and such laws which, in the opinion of counsel for maker, is available.

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CONVERTIBLE PROMISSORY NOTE

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Principal Amount: $50,000	Dated as of September 22, 2026

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EXECUTION VERSION

**FIRST AMENDMENT **

TO THE

**SPONSOR SUPPORT AGREEMENT **

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This First Amendment (this “First Amendment”) to the Sponsor Support Agreement dated as of August 6, 2026 amends the Sponsor Support Agreement, dated as of June 17, 2026 (the “Original Agreement,” as amended pursuant to this First Amendment and as may be further amended, supplemented, modified and/or restated from time to time, the “Sponsor Support Agreement”), by and among (i) Silicon Valley Acquisition Corp., a Cayman Islands exempted company (“SVAQ”), (ii) Silicon Valley Acquisition Sponsor LLC, a Delaware limited liability company (“Sponsor”), and (iii) EigenQ, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Sponsor Support Agreement.

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WHEREAS, the Parties desire to amend the Original Agreement as set forth in this First Amendment.

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FIRST AMENDMENT

TO THE

BUSINESS COMBINATION AGREEMENT

This First Amendment (this “First Amendment”) to the Business Combination Agreement, dated as of August 6, 2026, amends the Business Combination Agreement, dated as of November 9, 2025 (the “Original Agreement”, as amended pursuant to this First Amendment and as may be further amended, supplemented, modified and/or restated from time to time, the “Business Combination Agreement”), by and among (i) Columbus Acquisition Corp., a Cayman Islands exempted company (together with its successors, “CAC”), (ii) WISeSat.Space Holdings Corp., a British Virgin Islands business company (“Pubco”), (iii) WISeSat Merger Sub Corp., a Cayman Islands exempted company and a wholly owned subsidiary of Pubco (“Merger Sub”), (iv) WISeSat.Space Corp., a British Virgin Islands business company (the “Company”), (v) WISeKey International Holding Ltd., a Swiss company (together with its successors, including after its anticipated domestication to the British Virgin Islands prior to the Closing, “WISeKey”) and (vi

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SPONSOR SUPPORT AGREEMENT

This Sponsor Support Agreement (this “Agreement”), dated as of July 30, 2026, is being entered into by and among McKinley Partners LLC, a Delaware limited liability company (the “Sponsor”), the other persons set forth on Schedule I hereto (together with the Sponsor, each, a “SPAC Holder Party” and, collectively, the “SPAC Holder Parties”), McKinley Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), and Space-Eyes, Inc., a Delaware corporation, together with its subsidiaries, affiliates and divisions (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

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AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●] is made and entered into by and among, (i) McKinley Acquisition Corporation, a Delaware corporation (formerly a Cayman Islands exempted company) (the “Company”), (ii) McKinley Partners LLC, a Delaware limited liability company, the sponsor of the Company (the “Sponsor”), (iii) Clear Street LLC (the “Representative”), (iv) the Sponsor equityholders as set forth on Exhibit A hereto (the “Sponsor Equityholders”), (v) certain equityholders designated on Exhibit B hereto (the “Eligible Equityholders”) and (vi) any other parties listed on the signature pages hereto and any other person or entity who hereafter becomes a party to this Agreement pursuant to* Section 6.2* of this Agreement, (each of the Sponsor, Representative, Sponsor Equityholders, Eligible Equityholders, and such other parties listed on the signature page hereto or become a party to this Agreement, individually a “Holder”, and colle

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Execution Version

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 30, 2026, is by and among Space-Eyes, Inc., a Delaware corporation with offices located at 1200 Brickell Avenue, Penthouse 2010, Miami, FL 33131 (“Space-Eyes”), McKinley Acquisition Corporation, a Cayman Islands exempted company with offices located at 75 Second Ave., Suite 605, Needham, MA 02494 (“McKinley”) and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”). For the purposes hereof, the “Company” shall mean (i) prior to the Merger Effective Date (as defined below), Space-Eyes and (ii) upon and following the Merger Effective Date, McKinley (it being understood that, following the Merger (as defined below), Space-Eyes will be a wholly owned subsidiary of McKinley).

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SPACE-EYES, INC.

Senior Secured Convertible Note due 2031

THE ISSUANCE AND SALE OF NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES THAT MAY BE ISSUABLE PURSUANT TO THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. UNTIL THE DATE THAT IS ONE (1) YEAR AFTER THE ISSUE DATE (AS DEFINED ON THE REVERSE OF THIS NOTE), THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION AND PROSPECTUS-DELIVERY REQUIREMENTS OF THE SECURITIES ACT.

SPACE-EYES, INC.

Senior Secured Convertible Note due 2031

Certificate No. A-[●]

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STOCKHOLDER SUPPORT AGREEMENT

This Stockholder Support Agreement (this “Agreement”), dated as of July 30, 2026, is being entered into by and among the persons set forth on Schedule I hereto (each, a “Company Stockholder” and, collectively, the “Company Stockholders”), McKinley Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), and Space-Eyes, Inc., a Delaware corporation, together with its subsidiaries, affiliates and divisions (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

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