Browse EX-10 agreements

Execution Version

ASSET AND EQUITY PURCHASE AGREEMENT

BY AND AMONG

SOLELY FOR THE PURPOSES OF Section 7.5,
AUBREY DRAKE GRAHAM
Guarantor

AND

ABG-OVO LLC
AS THE IP BUYER

AND

SOLELY FOR THE PURPOSES OF Section 2.11(f),Section 5.12 and Section 7.4(a)(iii),
AUTHENTIC BRANDS GROUP LLC
As abg

AND

October’s Very Own IP Holdings
AS THE IP SELLER

AND

OWL OPCO, LLC
AS THE EQUITY BUYER

AND

October’s Very Own ULC
AS THE EQUITY SELLER

AND

October’s Very Own Merchandising Inc.
October’s Very Own Merchandising US Inc.
October’s Very Own Merchandising Ltd.
AS THE COMPANIES

dated as of August 24, 2026

---

Table of Contents

Page

Article I DEFINITIONS		2
Section 1.1	Definitions	2
Article II PURCHASE AND SALE		20

…

EMPLOYEE MATTERS AGREEMENT

** **

This EMPLOYEE MATTERS AGREEMENT, dated as of June 22, 2026 (this “Agreement”), is entered into by and among ABVC BioPharma, Inc., a Nevada corporation (“Parent”), and BioKey (Cayman), Inc., a Cayman Islands exempted company with limited liability and wholly owned subsidiary of Parent (“Subsidiary”). Each of Parent and Subsidiary is referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed to such terms in the Separation Agreement (as defined below).

RECITALS

** **

WHEREAS, pursuant to that certain Separation and Distribution Agreement (the “Separation Agreement”) dated as of the date hereof, by and among Parent and Subsidiary, Parent and Subsidiary have set out the terms on which, and the conditions subject to which, they wish to implement the Separation and Distribution of Subsidiary; and

WHEREAS, as of the date hereof, Subsidiary has no Employees and has not previously employed any individuals, and all Employees whose services relate to the Subsidiary Business are currently employed by Parent or its Affiliates; and

…

** **

TAX MATTERS AGREEMENT

** **

This Tax Matters Agreement (the “Agreement”) is dated as of June 22, 2026, between ABVC BioPharma, Inc., a Nevada corporation (“Parent”), and BioKey (Cayman), Inc., a Cayman Islands exempted company with limited liability and wholly owned subsidiary of Parent (“Subsidiary”). As used herein, Parent on the one hand, and Subsidiary, on the other hand, are sometimes referred to individually as a “Party”, or together, as “Parties”.

WHEREAS, prior to the Distribution, Subsidiary is a wholly owned subsidiary of Parent, and the Parties have entered into a Separation and Distribution Agreement, dated as of June 22, 2026 (the “Separation Agreement”), pursuant to which Parent and Subsidiary have agreed to effect the Separation;

WHEREAS, the Board of Directors of Parent has determined that it is in the best interests of Parent and its shareholders to partially separate the business of the Subsidiary from that of the Parent through the Separation;

WHEREAS, in furtherance of the foregoing, the Board of Directors of Parent has determined that it is in the best interests of Parent and its shareholders to distribute to the holders of the issued and outstanding shares of common stock of Parent (the “Parent Common Stock”), by means of a pro rata distribution, 15% of the ordinary shares of Subsidiary (the “Subsidiary Ordinary Shares”) (the “Distribution”), with 85% of the Subsidiary Ordinary Shares to be retained by Parent;

…

TRANSITIONAL SERVICES AGREEMENT

** **

This Transitional Services Agreement (the “Agreement”) is dated as of June 22, 2026, between ABVC BioPharma, Inc., a Nevada corporation (“Parent”), and BioKey (Cayman), Inc., a Cayman Islands exempted company with limited liability (“Subsidiary”). As used herein, Parent on the one hand, and Subsidiary, on the other hand, are sometimes referred to individually as a “Party”, or together, as “Parties”.

WHEREAS, prior to the Distribution (as defined below), Subsidiary is a wholly owned subsidiary of Parent;

WHEREAS, the Board of Directors of Parent has determined that it is in the best interests of Parent and its shareholders to separate the Subsidiary’s business from that of the Parent through a spin-off transaction;

WHEREAS, following the consummation of the distribution (the “Distribution”) contemplated by the Separation and Distribution Agreement dated of even date herewith among Parent and Subsidiary (the “Separation Agreement”), Subsidiary desires that Parent provide certain administrative services to Subsidiary; and

WHEREAS, subject to the terms and conditions of this Agreement, each Party is willing to provide the other Party with such services for a transitional period.

NOW, THEREFORE, the parties agree as follows:

…

EMPLOYEE MATTERS AGREEMENT

** **

This EMPLOYEE MATTERS AGREEMENT, dated as of June 22, 2026 (this “Agreement”), is entered into by and among ABVC BioPharma, Inc., a Nevada corporation (“Parent”), and BioKey (Cayman), Inc., a Cayman Islands exempted company with limited liability and wholly owned subsidiary of Parent (“Subsidiary”). Each of Parent and Subsidiary is referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed to such terms in the Separation Agreement (as defined below).

RECITALS

** **

WHEREAS, pursuant to that certain Separation and Distribution Agreement (the “Separation Agreement”) dated as of the date hereof, by and among Parent and Subsidiary, Parent and Subsidiary have set out the terms on which, and the conditions subject to which, they wish to implement the Separation and Distribution of Subsidiary; and

WHEREAS, as of the date hereof, Subsidiary has no Employees and has not previously employed any individuals, and all Employees whose services relate to the Subsidiary Business are currently employed by Parent or its Affiliates; and

…

** **

TAX MATTERS AGREEMENT

** **

This Tax Matters Agreement (the “Agreement”) is dated as of June 22, 2026, between ABVC BioPharma, Inc., a Nevada corporation (“Parent”), and BioKey (Cayman), Inc., a Cayman Islands exempted company with limited liability and wholly owned subsidiary of Parent (“Subsidiary”). As used herein, Parent on the one hand, and Subsidiary, on the other hand, are sometimes referred to individually as a “Party”, or together, as “Parties”.

WHEREAS, prior to the Distribution, Subsidiary is a wholly owned subsidiary of Parent, and the Parties have entered into a Separation and Distribution Agreement, dated as of June 22, 2026 (the “Separation Agreement”), pursuant to which Parent and Subsidiary have agreed to effect the Separation;

WHEREAS, the Board of Directors of Parent has determined that it is in the best interests of Parent and its shareholders to partially separate the business of the Subsidiary from that of the Parent through the Separation;

WHEREAS, in furtherance of the foregoing, the Board of Directors of Parent has determined that it is in the best interests of Parent and its shareholders to distribute to the holders of the issued and outstanding shares of common stock of Parent (the “Parent Common Stock”), by means of a pro rata distribution, 15% of the ordinary shares of Subsidiary (the “Subsidiary Ordinary Shares”) (the “Distribution”), with 85% of the Subsidiary Ordinary Shares to be retained by Parent;

…

TRANSITIONAL SERVICES AGREEMENT

** **

This Transitional Services Agreement (the “Agreement”) is dated as of June 22, 2026, between ABVC BioPharma, Inc., a Nevada corporation (“Parent”), and BioKey (Cayman), Inc., a Cayman Islands exempted company with limited liability (“Subsidiary”). As used herein, Parent on the one hand, and Subsidiary, on the other hand, are sometimes referred to individually as a “Party”, or together, as “Parties”.

WHEREAS, prior to the Distribution (as defined below), Subsidiary is a wholly owned subsidiary of Parent;

WHEREAS, the Board of Directors of Parent has determined that it is in the best interests of Parent and its shareholders to separate the Subsidiary’s business from that of the Parent through a spin-off transaction;

WHEREAS, following the consummation of the distribution (the “Distribution”) contemplated by the Separation and Distribution Agreement dated of even date herewith among Parent and Subsidiary (the “Separation Agreement”), Subsidiary desires that Parent provide certain administrative services to Subsidiary; and

WHEREAS, subject to the terms and conditions of this Agreement, each Party is willing to provide the other Party with such services for a transitional period.

NOW, THEREFORE, the parties agree as follows:

…

THIRD AMENDMENT TO

MASTER RECEIVABLES PURCHASE AGREEMENT

This Third Amendment dated as of August 24, 2026 (the “Amendment”) is to that certain Master Receivables Purchase Agreement dated as of October 27, 2023, among The Scotts Miracle-Gro Company, as the Seller Representative and JPMorgan Chase Bank, N.A., as Purchaser (as amended, extended, modified, supplemented, restated, renewed and/or replaced, the “RPA”). Unless otherwise defined herein, capitalized terms shall have the meanings assigned to them in the RPA.

NOW, THEREFORE, for mutual consideration, the receipt of which is hereby acknowledged by the parties, the Purchaser and Seller Representative hereby agree to amend the RPA as follows:

1.    The definition of Purchase Termination Date is hereby deleted in its entirety and replaced with the following:

““Purchase Termination Date” means August 31, 2027, as such date may be extended in accordance with the terms set forth in Section 1(b)(ii).”

2.    Section 3(e) of the RPA shall be deleted and replaced with the following:

…

HEALTHEQUITY, INC.
RESTRICTED STOCK UNIT NOTICE
(AMENDED AND RESTATED 2024 EQUITY INCENTIVE PLAN)

HealthEquity, Inc. (the “Company”), pursuant to its Amended and Restated 2024 Equity Incentive Plan, as amended and restated from time to time (the “Plan”), hereby grants to Participant a Restricted Stock Unit Award for the number of shares of the Company’s Common Stock set forth below (the “Restricted Stock Units”). The Restricted Stock Unit Award is subject to all of the terms and conditions as set forth in this Restricted Stock Unit Notice (this “Grant Notice”), in the Restricted Stock Unit Award Agreement (attached hereto as Attachment I) and the Plan (attached hereto as Attachment II), both of which are incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Restricted Stock Unit Award Agreement will have the same definitions as in the Plan or the Restricted Stock Unit Award Agreement. If there is any conflict between the terms in this Grant Notice and the Plan, the terms of the Plan will control.

…

FORM OF LISTING ARTICLES

THE COMPANIES ACT (AS REVISED)

of the cayman islands

company limited by shares

SECOND Amended and Restated MEMORANDUM AND ARTICLES OF ASSOCIATION

OF

Astrum Space INC

(Adopted by Special Resolution dated [*] 2026 and effective on [*])

i

THE COMPANIES Act (as revised)

** **

of the cayman islands

** **

company limIted by shares

** **

SECOND Amended and Restated MEMORANDUM OF ASSOCIATION

** **

of

** **

ASTRUM SPACE INC

** **

(Adopted by Special Resolution dated [*] 2026 and effective on [*])

	1.	The name of the Company is Astrum Space Inc.

…

FORM OF PLAN OF MERGER

** **

THIS PLAN OF MERGER is made on _________________ 2026.

** **

BETWEEN

** **

	(a)	Black Spade Acquisition III Co, an exempted company incorporated with limited liability under the laws of the Cayman Islands on August 21, 2025, with its registered office situated at the office of Appleby Global Services (Cayman) Limited, Suite 210, 2nd Floor, Windward III, Regatta Office Park, PO Box 500, Grand Cayman KY1-1106, Cayman Islands (“BIII” or the “Merger Surviving Company”); and

…

FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among [●] (f/k/a Black Spade Acquisition III Co), a Cayman Islands exempted company (the “Company”), Black Spade Sponsor LLC III, a Cayman Islands limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen and Company Securities, LLC and Chardan Capital Markets, LLC (the “Representatives”), and the undersigned parties listed as an Existing Holder on the signature pages hereto (each such party, together with the Sponsor, the Representatives and any other person deemed an “Existing Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.2 hereof, an “Existing Holder” and collectively, the “Existing Holders”), and Astrum Space Holding Inc, a Cayman Islands exempted company and the undersigned parties listed as a New Holder on the signature pages hereto (each such party, together with any other person deemed a “New Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.2 hereof, a “New Holder” and collectively, the “New Holders”). Capitalized terms used but not otherwise defined in this Agreement shall have the meaning ascribed to such terms in the Business Combination Agreement (as defined below).

RECITALS

…