Browse EX-10 agreements

EXECUTION

Certain confidential information contained in this document, marked by [***], has been omitted because the registrant has determined that the information (i) is not material and (ii) is the type that the registrant treats as private or confidential.

FUND ADMINISTRATION AND ACCOUNTING AGREEMENT

THIS AGREEMENT is made as of October 9, 2025, by and between each entity listed on Exhibit A attached hereto (each a “Trust”, and collectively the “Trusts” as applicable), separately and not jointly, and The Bank of New York Mellon, a New York corporation authorized to do a banking business (“BNY”).

W I T N E S S E T H :

WHEREAS, the Trust desires to retain BNY to provide the services described herein, and BNY is willing to provide such services, all as more fully set forth below;

NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, the parties hereby agree as follows:

Definitions.

Whenever used in this Agreement, unless the context otherwise requires, the following words shall have the meanings set forth below:

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Exhibit 10.12

EAST WEST AVE ACQUISITION CORP.

5725 S Valley View Blvd, Ste 5 #378094

Las Vegas, NV 89118

January 16, 2026

Thomas Kerkaert

i/c/o East West Ave Acquisition Corp.

5725 S Valley View Blvd, Ste 5 #378094

Las Vegas, NV 89118

Re: CFO Offer Letter

Ladies and Gentlemen,

East West Ave Acquisition Corp., a Nevada company (the “Company”), is pleased to offer you the positions (the “Positions”) as Chief Financial Officer and as a member of its Board of Directors (the “Board”). We believe your background and experience will be a significant asset to the Company and we look forward to your service in your Positions. Should you choose to accept the Positions and such other offices that the Company may appoint from time to time (each an “Office”, including the Positions), this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company. Capitalized terms used but not defined herein shall have the meanings set

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Exhibit 10.13

East West Ave Acquisition Corp

Board of Director Officer Letter

[__], 2026

Dear [__],

On behalf of East West Ave Acquisition Corp, a Nevada company (the “Company”), I am pleased to invite you to join the Company’s Board of Directors (the “Board”), subject to the effectiveness of the registration statement on Form S-1 in connection with the initial public offering of the Company (the date of such election being the “Effective Date”). You will serve as a director from the Effective Date until the date upon which you are not re-elected or your earlier removal or resignation.

In consideration for your service on the Board and subject to approval by the Board, you will receive the compensation set forth in Schedule I attached hereto.

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SECURITIES TRANSFER AGREEMENT

This Securities Transfer Agreement is dated as of March 5, 2026 (this “Agreement”), by and among East West Ave LLC, a Delaware limited liability company (the “Seller”), and the party identified on the signature page hereto (the “Buyer”).

WHEREAS, the Seller is a sponsor of East West Ave Acquisition Corp., a Nevada corporation (the “Company”), a newly-organized blank check company, or special purpose acquisition company, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Corporation and one or more businesses (a “Business Combination”);

WHEREAS, the Buyer is another sponsor of the Company;

WHEREAS, the Company is contemplating its initial public offering of 10,000,000 units, each consisting one share of common stock, $0.0001 par value, and one right (the “IPO”);

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Exhibit 10.11

EAST WEST AVE ACQUISITION CORP.

5725 S Valley View Blvd, Ste 5 #378094

Las Vegas, NV 89118

[XX], 2026

East West Ave LLC

[address]

Re: Administrative Service Agreement

Ladies and Gentlemen:

This letter agreement by and between East West Ave Acquisition Corp. (the “Company”) and East West Ave LLC (the “Provider”), dated as of the date of this letter agreement, will confirm our agreement that, commencing on the date the Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (File No.333-295205) (the “Registration Statement”) is declared effective (the “Effective Date”) and continuing until the earliest of (a) the consummation by the Company of an initial business combination, (b) the Company’s liquidation and (c) 12 months from the Effective Date, or 15 months if we enter into a definitive business combination agreement within 12 months from the Effective Date (such earliest date hereinafter referred to as the “Termination Date”) (in the case of clauses (a) and (b), as described in the Registration Statement).

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Exhibit 10.10

SECURITIES TRANSFER AGREEMENT

This Securities Transfer Agreement is dated as of [   ], 2026 (this “Agreement”), by and among East West Ave LLC, a Delaware limited liability company (the “Seller”), and the parties identified on the signature page hereto (each a “Buyer”, collectively, the “Buyers”).

WHEREAS, the Seller is a sponsor of East West Ave Acquisition Corp., a Nevada corporation (the “Company”), a newly-organized blank check company, or special purpose acquisition company, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Corporation and one or more businesses (a “Business Combination”);

WHEREAS, the Company is contemplating its initial public offering of 10,000,000 units, each consisting of one share of common stock, $0.0001 par value, and one right (the “IPO”);

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Exhibit 10.7

THIS PROMISSORY NOTE (“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: Up to $500,000		Effective as of November 8, 2025 New York, New York

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Exhibit 10.5

EAST WEST AVE ACQUISITION CORP.

[   ], 2026

NFR Capital Limited

[Address]

RE: Securities Purchase Agreement

Ladies and Gentlemen:

We are pleased to accept the offer you (the “Subscriber”) have made to purchase 80,000 units (the “Units”), each comprised of one share of the common stock, par value $0.0001 per share (the “Common Stock”), and one right to receive one-fourth (1/4) of a share of Common Stock upon the consummation of the Company’s initial business combination (each, a “Right”) in ourselves, East West Ave Acquisition Corp., a Nevada corporation (the “Company”), whether or not the over-allotment option is exercised in connection with the initial public offering of the Company. The terms on which the Company is willing to sell the Units to the Subscriber pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the Company and the Subscriber’s agreements regarding such Units, are as follows:

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Exhibit 10.8

EAST WEST AVE ACQUISITION CORP.

5725 S Valley View Blvd, Ste 5 #378094

Las Vegas, NV 89118

November 8, 2025

East West Avenue LLC

5725 S Valley View Blvd, Ste 5 #378094

Las Vegas, NV 89118

	RE:	Securities Purchase Agreement

Ladies and Gentlemen:

We are pleased to accept the offer you (the “Subscriber”) have made to purchase 20,000 shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”) in ourselves, East West Ave Acquisition Corp., a Nevada corporation (the “Company”). The terms on which the Company is willing to sell the Shares to the Subscriber pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the Company and the Subscriber’s agreements regarding such Shares, are as follows:

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Exhibit 10.6

INDEMNIFICATION AGREEMENT

This Agreement, made and entered into effective as of [●], 2026 (“Agreement”), by and between East West Ave Acquisition Corp., a Nevada company (“Company”), and the undersigned indemnitee (“Indemnitee”).

WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgated have increased the potential for liability of officers and directors; and

WHEREAS, the board of directors of the Company (“Board”) has determined that the ability to attract and retain such persons is in the best interests of the Company’s shareholders; and

WHEREAS, it is reasonable, prudent and necessary for the Company to obligate itself contractually to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that such persons will serve or continue to serve the Company free from undue concern that they will not be adequately indemnified; and

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Exhibit 10.4

EAST WEST AVE ACQUISITION CORP.

[  ], 2026

East West Ave LLC

[Address]

RE: Securities Purchase Agreement

Ladies and Gentlemen:

We are pleased to accept the offer you (the “Subscriber”) have made to purchase 192,500 units (the “Units”), each comprised of one share of the common stock, par value $0.0001 per share (the “Common Stock”), and one right to receive one-fourth (1/4) of a share of Common Stock upon the consummation of the Company’s initial business combination (each, a “Right”) in ourselves, East West Ave Acquisition Corp., a Nevada corporation (the “Company”), whether or not the over-allotment option is exercised in connection with the initial public offering of the Company. The terms on which the Company is willing to sell the Units to the Subscriber pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the Company and the Subscriber’s agreements regarding such Units, are as follows:

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Exhibit 10.3

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [   ] 2026, is made and entered into by and among East West Ave Acquisition Corp., a Nevada corporation (the “Company”), East West Ave LLC (“Sponsor A”), NFR Capital Limited (“Sponsor B”, together with Sponsor A, the “Sponsors”), and undersigned party listed under Holder on the signature page hereto (each such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement is defined as a “Holder” and collectively the “Holders”).

RECITALS

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