Browse EX-10 agreements

[LENDER]

INVOICE DISCOUNTING AGREEMENT

We, [LENDER] (Company No.: [NUMBER]), whose registered address is at [ADDRESS] hereby agree with you, Wattbike Limited (Company No.: 05554245) of Unit 13 Nottingham South & Wilford Industrial Estate, Ruddington Lane, West Bridgford, Nottingham, Nottinghamshire, England, NG11 7EP that we shall provide you with Invoice Discounting facilities as requested by you upon the following terms and conditions:

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Master Loan Agreement

(1) [LENDER]

and

(2) Wattbike Limited

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THIS AGREEMENT dated 28-Sep-26 | 2:00 PM BST

PARTIES

(1) Wattbike Limited, a company incorporated in England and Wales with registered number 05554245 whose registered office is at Unit 13 Nottingham South & Wilford Industrial Estate, Ruddington Lane, West Bridgford, Nottingham, Nottinghamshire, NG11 7EP (the Borrower); and

(2) [LENDER], a company incorporated in England and Wales with registered number [NUMBER] whose registered office is at [ADDRESS] (the Lender).

BACKGROUND

A The Lender acts as a funder in relation to the supply of goods to the commercial market by way of Loans.

B Pursuant to the commercial terms set out in the Offer Letter (as defined below), the Borrower wishes to borrow, and the Lender wishes to advance, Loans on the terms and conditions set out in this Agreement in order to fund the purchase of Goods.

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FORM OF EXCHANGE AGREEMENT

This Exchange Agreement (the “Agreement”) is entered into as of the date set forth on the signature pages below, by and among Interactive Strength Inc., a Delaware corporation with offices located at 1005 Congress Avenue, Suite 925, Austin, TX 78701 (the “Company”) and the investor signatory hereto (the “Holder”), with reference to the following facts:

A.

Reference is made to (i) that certain Securities Purchase Agreement, dated as of June 10, 2025 (as amended, modified, restated, restructured or supplemented prior to the date hereof, the “Securities Purchase Agreement”), by and among the Company and the Holder and/or certain other investors (the “Other Holders”, and together with the Holder, the “Holders”), pursuant to which, among other things, the Company issued to the Holder certain senior convertible notes of the Company and (ii) that certain Master Netting Agreement, dated as of June 13, 2025 (as amended, modified, restated, restructured or supplemented prior to the date hereof, the “Master Netting Agreement”), by and among the Company, Interactive

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Exhibit 10.1

Execution Version

AMENDED AND RESTATED SUBSCRIPTION AGREEMENT

This Amended and Restated Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page to this Subscription Agreement, by and among ATII Holdings Inc., a Delaware corporation (the “Issuer”), Forge Nano, Inc., Delaware corporation (“Forge Nano”), Archimedes Tech SPAC Partners II Co., a Cayman Islands exempted company limited by shares (the “SPAC”) (solely with respect to Sections 12 and 14 hereof), and the undersigned (the “Investor”). This Subscription Agreement amends and restates the original subscription agreement, dated as of April 20, 2026, by and among the Issuer, Forge Nano, the SPAC (solely with respect to Sections 12 and 14 thereto), and the Investor, and is entered into in connection with the Agreement and Plan of Merger, dated April 20, 2026 (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Issuer, the SPAC, Forge Nano and the other parti

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EXECUTION VERSION

LOAN AND SECURITY AGREEMENT

by and among

KKR FS INCOME TRUST,
as the Collateral Manager

K-FIT FINANCE BMO-1 LLC,
as the Borrower

KKR FS INCOME TRUST,
as the Equityholder

EACH OF THE LENDERS FROM TIME TO TIME PARTY HERETO,**
**as the Lenders

BANK OF MONTREAL,**
**as the Administrative Agent

and

WESTERN ALLIANCE TRUST COMPANY, N.A.,**
**as the Collateral Custodian

Dated as of October 7, 2026

TABLE OF CONTENTS

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EXHIBIT 10.4

CONTRIBUTION AGREEMENT

THIS CONTRIBUTION AGREEMENT (this “Agreement”), dated as of October 9, 2026, is made and entered into by and among** *MEDALIST DIVERSIFIED HOLDINGS, L.P., a Delaware limited partnership (“MDI Guarantor”), MDI MIRA SAV, LLC, a Delaware limited liability company (“MDI”, and together with MDI Guarantor, collectively, the “MDI Parties” and individually each, a “MDI Party”), SPANDREL SPONSORS FUND II, LP, a Delaware limited partnership (“MSV Guarantor”, and together with MDI Guarantor,*collectively, the “Guarantors” and individually each, a “Guarantor”), and MIRA SAV VENTURE, LLC, a Delaware limited liability company  (“MSV”, and together with MSV Guarantor, collectively, the “MSV Parties” and individually each, a “MSV Party”). Each of MDI Guarantor, MDI, MSV Guarantor and MSV are referred to collectively herein as the “Parties” and individually each, a “Party”.

RECITALS

**A. **MDI and MSV are all of the members of MIRA SAV PARTNERS, LLC, a Delaware limited liability company (the “Joint Venture”);

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EXHIBIT 10.1

*NON-RECOURSE CARVEOUT GUARANTY *

NON-RECOURSE CARVEOUT GUARANTY (this “Agreement”), dated as of October 9, 2026, made by (i) Spandrel Sponsors Fund II, LP, a Delaware limited partnership, having a primary place of business at c/o Spandrel Development Partners, 370 Lexington Avenue, Suite 700, New York, New York 10017, and (ii) Medalist Diversified Holdings, L.P., a [Delaware] limited partnership, having a primary place of business at c/o Medalist Diversified, Inc., P.O. Box 8436, Richmond, Virginia 23226 (each a “Guarantor” and, collectively, “Guarantors”), in favor of Lender GLP 2505 LLC, a Delaware limited liability company (together with its successors and assigns, the “Lender”)

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EXHIBIT 10.3

ENVIRONMENTAL INDEMNITY AGREEMENT

THIS ENVIRONMENTAL INDEMNITY AGREEMENT(this “Agreement”) is made as of October 9, 2026, by and among Mira SAV Property, LLC, a Delaware limited liability company, having an address at c/o Spandrel Development Partners, 370 Lexington Avenue, Suite 700, New York, New York 10017, Attn: Emanuel Neuman & Ian Levine (“Borrower”), and (i) Spandrel Sponsors Fund II, LP, a Delaware limited partnership, having a primary place of business at c/o Spandrel Development Partners, 370 Lexington Avenue, Suite 700, New York, New York 10017, and (ii) Medalist Diversified Holdings, L.P., a Delaware limited partnership, having a primary place of business at c/o Medalist Diversified, Inc., P.O. Box 8436, Richmond, Virginia 23226(collectively, “Guarantor”) (Borrower and Guarantor, collectively, “Indemnitors”) and GLP 2505 LLC, a Delaware limited liability company (“Lender” or “Indemnitee”), having an office c/o River Rock Associates LLC, 10 Glenville Street, Suite 2, Greenwich, CT 06831, and other Indemnified Parties (a

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EXHIBIT 10.2

COMPLETION GUARANTY

This COMPLETION GUARANTY (this “Guaranty”), dated as of October 9, 2026 (the “Effective Date”), made by (i) Spandrel Sponsors Fund II, LP, a Delaware limited partnership, having a primary place of business at c/o Spandrel Development Partners, 370 Lexington Avenue, Suite 700, New York, New York 10017, and (ii) Medalist Diversified Holdings, L.P., a Delaware limited partnership, having a primary place of business at c/o Medalist Diversified, Inc., P.O. Box 8436, Richmond, Virginia 23226  (each a “Guarantor” and, collectively, “Guarantors”), in favor of GLP 2505 LLC, a Delaware limited liability company (together with its successors and assigns, the “Lender”).

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W I T N E S S E T H:

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FORM OF LOCK-UP AGREEMENT

This Lock-Up Agreement (this “Agreement”) is dated as of [●], by and between the shareholder(s) set forth on the signature page to this Agreement (individually, the “Holder,” collectively, the “Holders”) and Fortune Favor Global Group Inc., a Cayman Islands exempted company and wholly owned subsidiary of Quantumsphere Acquisition Corporation (the “Purchaser”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below). Purchaser and the Holders may also be referred to individually as a “Party” and collectively as the “Parties.”

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COMPANY SHAREHOLDER SUPPORT AGREEMENT

THIS COMPANY SHAREHOLDERS SUPPORT AGREEMENT, dated as of October 9, 2026, (the “Agreement”), by and among Quantumsphere Acquisition Corporation, a Cayman Islands exempted company (“Parent”), and the signatory parties herein, representing the shareholder set forth on Schedule I hereto (the “Holder”) of Fortune Favor Technology Inc., a Cayman Islands exempted company (the “Company”).

W I T N E S S E T H:

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SPONSOR SUPPORT AGREEMENT

This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 9, 2026, by and among Quantumsphere Acquisition Corporation, a Cayman Islands exempted company (the “Parent”), Fortune Favor Global Group Inc., a Cayman Islands exempted company (the “Purchaser”), Fortune Favor Technology Inc., a Cayman Islands exempted company (the “Company”), Whiteowl Holdings LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned holders of Subject Shares (as defined below) (such holders, together with the Sponsor, the “Founder Holders”).

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