Browse EX-10 agreements

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between Wilco 63 Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1, (File No. 333-[●]) (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, 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 (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;

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SOFTWARE DEVELOPMENT AGREEMENT

This Software Development Agreement, dated as of May 10, 2026, is entered into by and between:

Youmi Inc., a Nevada corporation (“Company”); and

Seven Things (Jiangsu) Information Technology Co., Ltd., a software development service provider located at ___6-B, Guomao Business Center, Jingjiang City, Jiangsu Province_ (“Developer”).

The Company and Developer are referred to individually as a “Party” and collectively as the “Parties.”

1. Engagement

The Company engages Developer to assist in the design and development of the Company’s planned digital store-management platform and website for use in connection with the Company’s proposed convenience store franchise network.

2. Scope of Services

Developer shall provide software development and related technical services, which may include:

	(1)	website design and development;

	(2)	user interface and user experience design;

	(3)	basic store-management platform development;

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FRANCHISE COOPERATION AGREEMENT

This Franchise Cooperation Agreement, dated as of May 5, 2026, is entered into by and between:

Youmi Inc., a Nevada corporation (“Company”); and

(Yi Cen), an independent neighborhood convenience store operator located at

___Changjiang Road, Zidongyuan, Changsha City, Hunan Province_ (“Operator”).

The Company and Operator are referred to individually as a “Party” and collectively as the “Parties.”

1. Purpose

The Parties desire to cooperate in connection with the Company’s planned community-oriented convenience store franchise network. Operator agrees to participate as an initial cooperating store and to receive certain branding, operational, customer-management, and digital support from the Company.

2. Cooperation Scope

The Company may provide Operator with the following support:

	1.	standardized store operation guidelines;

	2.	branding and store-presentation support;

	3.	customer-management and promotional guidance;

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OTCQB Advisory and Coordination Services Agreement

This OTCQB Advisory and Coordination Services Agreement, dated as of March 1, 2026, is entered into by and between:

Youmi Inc., a Nevada corporation (“Company” or “Client”); and

Wall Street Nasdaq Listing Inc., a New York corporation, with an address at 6402 8th Avenue, Suite 403, Brooklyn, New York 11220 (“Consultant”).

The Company and Consultant may be referred to individually as a “Party” and collectively as the “Parties.”

1. Engagement

The Company engages Consultant to provide advisory, coordination, and document-support services in connection with the Company’s proposed registration statement filing with the U.S. Securities and Exchange Commission, OTCQB planning, and related corporate development matters.

Consultant shall act solely as an independent consultant. Consultant shall not act as an underwriter, broker-dealer, investment adviser, placement agent, legal counsel, auditor, transfer agent, market maker, or regulatory authority.

2. Scope of Services

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CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN REDACTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

CREDIT AGREEMENT

dated as of

September 30, 2025,

among

ENTRATA, INC.,

as the Borrower,

The Lenders Party Hereto

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent, Collateral Agent and an Issuing Bank

______________________________

JPMORGAN CHASE BANK, N.A.,

BARCLAYS BANK PLC,

and

GOLDMAN SACHS BANK USA

as Joint Lead Arrangers and Joint Bookrunners

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TABLE OF CONTENTS

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ENTRATA, INC.

2021 EQUITY INCENTIVE PLAN

As amended and restated by board action on May 27, 2026

1.    Purposes of the Plan. The purposes of this Plan are:

•    to attract and retain the best available personnel for positions of substantial responsibility,

•    to provide additional incentive to Employees, Directors and Consultants, and

•    to promote the success of the Company’s business.

The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock and Restricted Stock Units.

2.    Definitions. As used herein, the following definitions will apply:

(a)    “Administrator” means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of the Plan.

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PROPERTY SOLUTIONS INTERNATIONAL, INC.

2012 EQUITY INCENTIVE PLAN

Amended and Restated as of February 21, 2014

1.    Purposes of the Plan. The purposes of this Plan are:

•to attract and retain the best available personnel for positions of substantial responsibility,

•to provide additional incentive to Employees, Directors and Consultants, and

•to promote the success of the Company's business.

The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock and Restricted Stock Units.

2.    Definitions. As used herein, the following definitions will apply:

(a)    "Administrator" means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of the Plan.

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Exhibit 10.7

Form of Customer Agreement

THIS SUPPLY AGREEMENT (HEREINAFTER REFERRED TO AS THE “AGREEMENT”) ENTERED INTO BY:

[             ], a Company incorporated under the Companies Act 1956 and having it’s Registered Office at [    ] (hereinafter referred to as “[             ]” which expression shall wherever the context admits mean and include its successors and assigns) of the One Part:

AND

Varsal, LLC. a company formed in accordance with and by virtue of the laws of the United States and having a registered office at [ ],(hereinafter referred to as “Supplier” or “Varsal” which expression shall wherever the context admits mean and include its successors and assigns) of the Second Part:

WHEREAS:

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Exhibit 10.6

THREE-WAY RESEARCH AND PRODUCT DEVELOPMENT AGREEMENT

This Three-Way Research and Product Development Agreement (“Agreement”) is entered into as of July 1, 2018, by and among:

	1.	VARSAL CHEMICALS (TANGSHAN) CO., LTD., a company organized under the laws of the People’s Republic of China, with its principal place of business at TANGSHAN SEAPORT DEVELOPMENT ZONE, TANGSHAN, HEBEI, CHINA (“Varsalchem Tangshan”);
	2.	SHANGHAI VARSAL CO., LTD., a company organized under the laws of the People’s Republic of China, with its principal place of business at Suite 1203, No. 939 Jin Qiao Road, Shanghai, China (“Shanghai Varsal”); and
	3.	VARSAL LLC, a company organized under the laws of the United States of America, with its principal place of business at 363 Ivyland Road, Warminster, PA (“Varsal”).

Collectively, the above parties are referred to as the “Parties,” and individually as a “Party.”

1. Purpose

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Exhibit 10.5

RESEARCH AND PRODUCT DEVELOPMENT AGREEMENT

This Research and Product Development Agreement (“Agreement”) is entered into as of July 1, 2018, by and among:

	1.	Varsal Technology (Tianjin) Co., Ltd., a company organized under the laws of the People’s Republic of China, with its principal place of business at No.12 Qiangwei Road, Tianjin Port Free Trade Zone, Airport Industrial Park, Tianjin, CHINA (“Varsal Tianjin”);
	2.	VARSAL LLC, a company organized under the laws of the United States of America, with its principal place of business at 363 Ivyland Road, Warminster, PA (“Varsal”).

Collectively, the above parties are referred to as the “Parties,” and individually as a “Party.”

1. Purpose

The purpose of this Agreement is to set forth the terms under which Varsal Tianjin and related parties (together, the “Research Entities”) shall conduct product development research for instruments, laboratory parts, and related products (“Products”) for Varsal.

2. Scope of Research and Development

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Exhibit 10.8

Crestone Strategic Capital Acquisition Corporation

211 East 43rd Street, FL 7-100

New York, NY 10017

[   ], 2026

Crestone Strategic Capital Limited

211 East 43rd Street, FL 7-100

New York, NY 10017

Re: Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between Crestone Strategic Capital Acquisition Corporation (the “Company”) and Crestone Strategic Capital Limited (“Sponsor”), will confirm our agreement that, commencing on the effective date (the “Commencement Date”) of the Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) for the initial public offering of the Company’s securities and continuing until the earlier of (x) the consummation by the Company of an initial business combination or (y) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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Exhibit 10.7

THIS PROMISSORY 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: $600,000	Dated as of May 15, 2026 New York, New York

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