Browse EX-10 agreements

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.

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PROMISSORY NOTE

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Principal Amount: US$55,637.41	Dated as of July 15, 2026

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TERMINATION AND SETTLEMENT AGREEMENT — VetStem, Inc. / PetVivo Holdings, Inc. — CONFIDENTIAL

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Certain identified information has been omitted from this exhibit because it is both (i) not material and (ii) the type of information that the registrant customarily and actually treats as private or confidential. Information that has been omitted has been marked with [*].**

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TERMINATION AND SETTLEMENT AGREEMENT

by and between

VETSTEM, INC.,

a Delaware corporation

and

PETVIVO HOLDINGS, INC.

a Nevada corporation

Final Execution Version

July 24, 2026

Page 1 of 12

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FORM OF LOCK-UP AGREEMENT

_____________, 2026

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COMPANY SUPPORT AGREEMENT

This COMPANY SUPPORT AGREEMENT (this “Agreement”), dated as of July 22, 2026, is made by and among Westin Acquisition Corp., a Cayman Islands exempted company (which shall domesticate as a Delaware corporation one Business Day prior to the Closing) (“Parent”), First Choice Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and the undersigned stockholder of the Company (the “Stockholder”). Parent, Company and Stockholder shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).

WHEREAS, this Agreement is being entered into in connection with the Business Combination Agreement, in the form executed on July 22, 2026, (the “Business Combination Agreement”), by and among Parent, the Company, and First Choice Acquisition Corp., a Delaware corporation (“Merger Sub”);

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FORM OF

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2026, by and among:

	(i)	Wellgevity 360, Inc., a Nevada corporation formerly known as Westin Acquisition Corp. (“PubCo”);

	(ii)	Westin Investment Co. Ltd., a Cayman Islands exempted company (the “Sponsor”);

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PARENT SUPPORT AGREEMENT

This PARENT SUPPORT AGREEMENT (this “Agreement”), dated as of July 22, 2026, is made by and among Westin Acquisition Corp., a Cayman Islands exempted company (“Parent”), First Choice Healthcare Solutions, Inc., a Delaware corporation (the “Company”), and each of the Persons identified on Schedule A hereto (each, a “Parent Supporting Shareholder” and, collectively, the “Parent Supporting Shareholders”). Parent, the Company and the Parent Supporting Shareholders are referred to herein collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).

WHEREAS, Parent, the Company and First Choice Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), have entered into that certain Business Combination Agreement, dated as of July 22, 2026 (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”);

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SHARE TRANSFER AGREEMENT

This Share Transfer Agreement (this "Agreement") is made and entered into as of July 25, 2026 (the "Effective Date"), by and between:

Transferor:

Westin Ventures Holdings Ltd., a British Virgin Islands Company ("Transferor");

and

Transferee:

EU Asia Holidays Pte. Ltd., a Singapore Registered Company (201317245C) ("Transferee").

The Transferor and the Transferee are collectively referred to as the "Parties."

RECITALS

WHEREAS, the Transferor is the legal and beneficial owner of all of the issued and outstanding shares of Westin Ventures Holdings Ltd., a company duly incorporated under the laws of British Virgin Islands (the "Company");

WHEREAS, the Transferor desires to transfer, assign and convey to the Transferee, and the Transferee desires to acquire, all of the Transferor's shares in the Company, upon the terms and conditions set forth herein.

NOW, THEREFORE, the Parties agree as follows:

1. Transfer of Shares

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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

	Dated as of July 27, 2026
Principal Amount: Up to $1,000,000.00

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Execution Version

Published Deal CUSIP Number: 12512SAA2

Published Revolver Facility CUSIP Number: 12512SAB0

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of July 24, 2026

among

CBOE GLOBAL MARKETS, INC.,
as the Company,

BANK OF AMERICA, N.A.,
as Administrative Agent and as Swing Line Lender,

and

The Other Lenders Party Hereto

BOFA SECURITIES, INC.
as Sole Lead Arranger and Sole Bookrunner,

and

AGRICULTURAL BANK OF CHINA, LTD.,
BANK OF CHINA LIMITED, CHICAGO BRANCH,
BARCLAYS BANK PLC,
GOLDMAN SACHS BANK USA,

JPMORGAN CHASE BANK, N.A.,

MORGAN STANLEY SENIOR FUNDING, INC.,

and**
THE TORONTO DOMINION BANK, NEW YORK BRANCH, **
as Syndication Agents

TABLE OF CONTENTS

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FORM OF LOCK-UP AGREEMENT

_____________, 2026

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COMPANY SUPPORT AGREEMENT

This COMPANY SUPPORT AGREEMENT (this “Agreement”), dated as of [●], 2026, is made by and among Westin Acquisition Corp., a Cayman Islands exempted company (which shall domesticate as a Delaware corporation one Business Day prior to the Closing) (“Parent”), First Choice Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and the undersigned stockholder of the Company (the “Stockholder”). Parent, Company and Stockholder shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).

WHEREAS, this Agreement is being entered into in connection with the Business Combination Agreement, in the form executed on July 22, 2026, (the “Business Combination Agreement”), by and among Parent, the Company, and First Choice Acquisition Corp., a Delaware corporation (“Merger Sub”);

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FORM OF

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2026, by and among:

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