Browse EX-10 agreements

Execution Version

FACILITY UPSIZE AND LENDER JOINDER AGREEMENT

This FACILITY UPSIZE AND LENDER JOINDER AGREEMENT (this “Agreement”) is made as of June 24, 2026 by and among the Borrower Representative party hereto, Mizuho Bank Ltd. (“Mizuho”) as Administrative Agent and Collateral Agent and the Additional Lender listed on Annex I hereto (the “Additional Lender”).

Reference is made to the Revolving Credit Agreement, dated as of April 3, 2024, entered into by and among each borrower listed on Schedule 1.01(B) thereto (collectively, the “Borrowers”), Mizuho and KKR Capital Markets, as the joint lead arrangers, each lending institution that becomes a lender thereunder (the “Lenders”), and Mizuho Bank, Ltd., as the administrative agent (in such capacity, the “Administrative Agent”), the collateral agent (in such capacity, the “Collateral Agent”) and the Letter of Credit Issuer (as the same may be modified, amended, supplemented or restated from time to time, the “Credit Agreement”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Credit Agreement and the rules of interpretation set forth in Section 1.02of the Credit Agreement shall apply as if fully set forth herein, mutatis mutandis.

WHEREAS, the Borrowers have submitted a Facility Increase Request attached hereto as Exhibit A to increase the Maximum Commitment under the Credit Agreement in the amount of $150,000,000 (the “Facility Increase”) for an aggregate Maximum Commitment of $1,550,000,000 in accordance with Section 2.02of the Credit Agreement; and

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BINDING TERM SHEET

Spectral Capital Corporation – Intermatica Acquisition

This Binding Term Sheet (the “Term Sheet”) sets forth the principal terms and conditions under which Spectral Capital Corporation, a Nevada corporation (“Spectral”), will acquire 100% of the outstanding stock of Intermatica S.p.A., a società per azioni organized and existing under the laws of the Republic of Italy. (“Intermatica”). This Term Sheet is intended to be binding, except where expressly stated otherwise.

1. Parties

Buyer:

Spectral Capital Corporation

A Nevada corporation

Chief Executive Officer: Jenifer Osterwalder

Seller:

Nexora Holdings Limited,

A limited liability company organized and existing under the laws of the Republic of Ireland.

Director: Orlando Taddeo

2. Structure of Transaction

Spectral will acquire 100% of the issued and outstanding shares of Intermatica (the “Acquired Interests”) pursuant to a Definitive Stock Purchase Agreement (the “Definitive Agreement”).

3. Purchase Price

The total consideration to be paid by Spectral to Intermatica’s shareholders shall be as follows:

5,000,000 common shares of Spectral Capital Corporation issued immediately upon closing of the transaction and subject to lock-up agreements (“Spectral Shares”).

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CONSULTANCY AGREEMENT

This Management Agreement (the “Agreement”) is made and entered on April 26th 2024 (the “Effective Date”) by and between

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Spectral Capital Corporation

with its registered office at 4500 9th Avenue NE, Seattle, WA, 98105 (the “Company”) and

Scandere OU

with its registered office at Ahtri tn 6a, Kesklinna linnaosa, 10151 Tallinn, Harju maakond (the “Manager”) (hereinafter referred to individually as a “Party” and collectively as “the Parties”).

WHEREAS, the Company is a corporation of the United States of America;

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WHEREAS, the Company is in the business of providing wholesale telecommunications, data and switching services consisting of international long distance reselling services on a business-to-business (“B2B”) basis;

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WHEREAS, Scandere is the Manager and Vladimir Ivanov is the sole beneficiary and also the president of SKY Data PLL;

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WHEREAS, the Manager has expertise in the area of Telecom operations, analytics, software management and network sales;

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WHEREAS, the Company desires to engage the Manager to provide certain services in the area of Manager’s expertise and the Manager is willing to provide such services to the Company (Manager’s scope of services are outlined in Exhibit A);

** **

NOW, THEREFORE, the Parties hereby agree as follows:

1.	Engagement and Services

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PROMISSORY NOTE $10,000.00

Effective Date: June 2, 2025 FOR VALUE RECEIVED, Spectral Capital Corporation, a Nevada Corporation (“Borrower”), promises to pay to the order of Michael Turner (“Lender”), the principal sum of Ten Thousand Dollars ($10,000.00), together with interest on the unpaid principal balance as set forth below.

1. Advance and Interest The principal sum of $10,000.00 was advanced to Borrower by Lender on the Effective Date. This Note shall bear interest on the unpaid principal balance at the rate of five percent (5%) per annum, unless the full amount of the principal is repaid within sixty (60) days of the Effective Date, in which case no interest shall accrue or be due.

2. Payment Terms The entire outstanding principal and any accrued interest shall be due and payable upon demand by the Lender. Borrower may prepay all or any portion of the principal amount at any time without premium or penalty.

3. Governing Law This Note shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of laws principles.

4. Miscellaneous No delay or omission on the part of the Lender in exercising any right hereunder shall operate as a waiver of such right or of any other right under this Note. A waiver on any one occasion shall not be construed as a bar to or waiver of any right or remedy on any future occasion. This Note may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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LOAN AGREEMENT

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This Loan Agreement (the “Agreement”) is made and entered into as of July 7, 2025 (the “Effective Date”), by and between:

SKY PLL OU, a private limited company organized and existing under the laws of Estonia, with its registered address in Estonia (hereinafter referred to as the “Lender”),

and

Spectral Capital Corporation, a corporation organized and existing under the laws of the United States, with its principal place of business located at 701 Fifth Avenue, Suite 4200, Seattle, WA 98014, United States (hereinafter referred to as the “Borrower”).

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

1. Loan Amount and Term

1.1. The Lender agrees to loan to the Borrower, and the Borrower agrees to borrow from the Lender, a principal amount of up to Five Hundred Thousand United States Dollars (USD $500,000) (the “Loan”).

1.2. The term of this Loan shall commence on June 1, 2025 and shall terminate on December 31, 2025, unless otherwise extended or terminated earlier in accordance with this Agreement.

2. Interest

2.1. The Loan shall be non-interest bearing. No interest shall accrue or be payable by the Borrower on any part of the Loan.

3. Disbursement

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3.1. The Loan, or portions thereof, may be disbursed by the Lender to the Borrower at the Lender’s sole discretion, up to the maximum principal amount set forth in Section 1.1.

4. Repayment

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Exhibit** 10.23**

Loan Agreement No. 1-2-25

This agreement (hereinafter referred to as the “Agreement”) was made on the 05th of February, 2025, in Tallinn.

Parties:

Lender:

B Holding OÜ, registration code 16121556, address Harju County, Tallinn, Mustamäe district, J. Sütiste tee 19a-200, 13419, represented by board member Boriss Aleksandrov (personal ID: 38006232228) (hereinafter referred to as the Lender).

Borrower:

Spectral Capital Group Corp, address 4712 Club Park Drive Hilliard OH (Ohio) 43026 USA, represented by president Jenifer Lyn Osterwalder (hereinafter referred to as the Borrower).

The Lender and the Borrower are individually referred to as a “Party” and collectively as the “Parties.”

1. Loan Amount, Term, Interest, and Late Payment Penalty

1.1. The Lender agrees to provide the Borrower with a loan of up to 100,000 EUR (one hundred thousand euros).

1.2. The purpose of the loan is for the Borrower to develop its business activities and make investments.

1.3. The loan amount must be repaid to the Lender within 12 months from the date of signing this Agreement and receiving the loan. The repayment period may be extended by mutual written agreement between the Parties.

1.4. The Borrower shall pay interest at a rate of 10% per annum, calculated on the outstanding loan amount. The interest accrual begins from the date the loan is made available to the Borrower and continues until the full repayment of the loan.

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Exhibit 10.1

INVESTMENT ADVISORY AGREEMENT

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT (this

“Agreement”), dated as of August 10, 2026, by and between Carlyle Private Equity Partners Fund, L.P., a

Delaware limited partnership (the “Fund”), and Carlyle Investment Management L.L.C., a Delaware

limited liability company (the “Investment Advisor”).

WHEREAS, the Fund desires that the Investment Advisor provide management services,

including sourcing, investigating, structuring and negotiating potential investments, managing the

Portfolio Companies post-acquisition, monitoring and evaluating Investments and advising the Fund with

respect to disposition opportunities, and the Investment Advisor desires to render such services to the

Fund in consideration of a management fee and other compensation as hereinafter specified;

WHEREAS, the engagement of the Investment Advisor by the Fund is authorized by the

Amended and Restated Limited Partnership Agreement of the Fund (as amended and/or restated from

time to time, the “Partnership Agreement”);

WHEREAS, the Fund and the Investment Advisor entered into the Investment Advisory

Agreement, dated as of October 1, 2025 (the “Existing Advisory Agreement”); and

WHEREAS, the parties desire to enter into this Agreement to amend certain provisions of

the Existing Advisory Agreement as more fully set forth herein in accordance with Section 7(a) of the

Existing Advisory Agreement.

NOW, THEREFORE, in consideration of the mutual agreements set forth herein, the

parties agree as follows:

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Contract ID: Sale of Future Receipts Agreement Seller’s Legal Name IAC - 1196392273 Mobilewalla, Inc. D/B/A Mobilewalla Form of Business Entity and State of Incorporation Corporation Street Address 5170 Peachtree Road, Bldg 100 Ste. 100 City, State ChambleeGA Zip 30341 Mailing Address 5204 Bradford Circle City, State DunwoodyGA Zip 30338 Primary Contact Name Jay Clark Primary Contact Title Owner Primary Contact Phone Number 770-402-6730 Seller’s Deposit Account Please enter your Bank name, routing and account number. Name of Depository Institution: SVB - Division of First Citize ABA Transit/Routing #: 121140399 Checking Account #: 3301090234 Purchase Price Paid to Seller $250,000.00 Initial Periodic Amount $6,850.00 Purchase Amount of Future Receipts $342,500.00 What is the Initial Periodic Amount? The Initial Periodic Amount is an estimate of the Specified Percentage of your average sales revenue. We will debit the Periodic Amount from your Account (as defined herein) each [business day day/week/month] (each, a “Remittance Date”), subject to your actual revenue. We based the Initial Periodic Amount on information you provided or made available to us to calculate your average revenue over a period of time prior to the date of this Agreement. Please refer to Section 4 of this Agreement for how you can adjust the Periodic Amount. Specified Percentage 15% Periodic Frequency Weekly Itemization Of Net Amount Funded To Seller Purchase Price $250,000.00 Prior Balance(s) $0.00 (If applicable) paid to Buyer and/or third parties Origination Fee $10,000.00 x. (initial) ACH Program

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SUPPLIER MASTER DATA LICENSE AGREEMENT

INFORMATION PAGE

Supplier Legal Entity Name		Effective Date:
Supplier Address		Telephone Number:
City: State: Zip Code		Fax Number:
Supplier Authorized Representative Name		Email Address: Phone Number:
Supplier Billing/Finance Contact Name:		Email Address: Phone Number:

Mobilewalla, Inc., (“Mobilewalla”), and the above named Supplier (“Supplier”) agree that all Licensed Data (defined below) obtained from Supplier by Mobilewalla shall only be furnished pursuant to the terms and conditions of this Supplier Master Data License Agreement (“Agreement”) attached hereto effective as of the date listed above (the “Effective Date”).

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