Browse EX-10 agreements

LOCK-UP AGREEMENT

[·], 2026

[Parent Name]

Ladies and Gentlemen:

The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that [·], a British Columbia corporation (“Parent”), has entered into an Agreement and Plan of Merger, dated as of [·], 2026 (as the same may be amended from time to time, the “Merger Agreement”), by and among Parent, [·], a Nevada corporation and a wholly owned subsidiary of Parent, and [Target], a Nevada corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

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VOTING AGREEMENT

This VOTING AGREEMENT, dated as of [·], 2026 (this “Agreement”), is made and entered into by and among [·], a British Columbia corporation (“Parent”), and the undersigned stockholders (each, a “Stockholder” and, collectively, the “Stockholders”) of [Target], a Nevada corporation (the “Company”).

W I T N E S S E T H

WHEREAS, concurrently with the execution of this Agreement, Parent, the Company, and [·], a Nevada corporation and a wholly owned subsidiary of Parent (“Merger Sub”), are entering into an Agreement and Plan of Merger, dated [·], 2026 (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), pursuant to which, subject to the terms and conditions thereof, among other things, Merger Sub shall be merged with and into the Company, whereupon the separate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation and a direct or indirect wholly owned Subsidiary of Parent (the “Merger”), and each of the Company’s issued and outstanding shares of common stock, no

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RELEASE AND SEPARATION AGREEMENT

This Release and Separation Agreement (this “Agreement”) is entered into as of July 29, 2026 (the “Effective Date”), by and between Mangoceuticals, Inc., a Texas corporation (the “Company”), and Jacob Cohen (“Executive”).

RECITALS

WHEREAS, Executive is employed as the Chief Executive Officer of the Company pursuant to that certain Amended and Restated Executive Employment Agreement dated December 13, 2024 (the “Employment Agreement”); and

WHEREAS, the Company is entering into a business combination (the “Transaction”) with Nuclea Energy Inc. (“Nuclea”), pursuant to a Business Combination Agreement executed contemporaneously herewith (the “BCA”), which, upon Completion shall constitute a Change of Control under the Employment Agreement; and

WHEREAS, in connection with the Transaction, Upon the Closing, Executive will transition from his position as Chief Executive Officer to the position of President of the Company;

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VOTING AGREEMENT

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THIS VOTING AGREEMENT, dated as of July 29, 2026 (this “Agreement”), is entered into by and among MiMedx Group, Inc. (“Parent”), Sanara MedTech Inc. (the “Company”) and each Person identified on Exhibit A (each a “Stockholder” and, collectively, the “Stockholders”).

RECITALS:

WHEREAS, concurrently with the execution of this Agreement, Parent, Mustang Merger Sub, Inc. (“Merger Sub”); and the Company have entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, among other things, first, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation of such merger (the “Merger”);

WHEREAS, as of the date hereof, each Stockholder either directly or through one of its affiliates is the record and beneficial owner of, and has the right to vote and dispose of, the number of Company Common Shares set forth opposite such Stockholder’s name on Exhibit A (the “Existing Shares”); and

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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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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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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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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 LOCK-UP AGREEMENT

_____________, 2026

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Certain information marked with [***] has been excluded from this exhibit because it is not material and is the type that the registrant treats as private or confidential.

SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”), dated as of July 27th, 2026, is entered into by and among Translational Development Acquisition Corp., a Cayman Islands blank check company (the “Issuer”), Prologium Holding Inc., a Cayman Islands exempted company (the “Company”) and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).

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Execution Version

FIRST AMENDMENT TO CREDIT AGREEMENT

This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), is entered into as of July 24, 2026, among Solstice Advanced Materials Inc., a Delaware corporation (the “Borrower”), the Lenders (as defined below) party hereto (the “Consenting Lenders”), and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS the Borrower, the Administrative Agent, the several lenders and issuing banks from time to time party thereto (the “Lenders”), are party to that certain Credit Agreement, dated as of October 29, 2025 (as amended, restated, amended and restated or otherwise modified or supplemented prior to the date hereof, the “Credit Agreement” and as amended by this Amendment, the “Amended Credit Agreement”).

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EXECUTION VERSION

SPONSOR SUPPORT AGREEMENT

This SPONSOR SUPPORT AGREEMENT is made and entered into as of July 24, 2026 (this “Agreement”), by and between CGC II Sponsor LLC, a Cayman Islands limited liability company (“Sponsor”) and InoBat AS, a private limited company (aksjeselskap) organized under the laws of Norway (the “Company”).

WHEREAS, Cartesian Growth Corporation II, an exempted company incorporated under the Laws of the Cayman Islands (“CGC”) and the Company propose to enter into, contemporaneously herewith, that certain Business Combination Agreement, dated as of the date hereof (the “BCA”; terms used but not defined in this Agreement shall have the meanings ascribed to them in the BCA);

WHEREAS, as of the date hereof, Sponsor owns beneficially and of record 5,649,999 CGC Class A Shares and one (1) CGC Class B Share (collectively, the “Sponsor Shares”); and

WHEREAS, as of the date hereof, Sponsor owns beneficially and of record 6,600,000 CGC Warrants (the “CGC Private Warrants”).

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