Browse EX-10 agreements

LEEF BRANDS INC.

SUBSCRIPTION AGREEMENT

** **

INSTRUCTION PAGE

** **

☐Complete and sign pages 2 and 3 of the Subscription Agreement.

** **

☐Complete the appropriate Schedule to the Subscription Agreement.

☐If you are resident in Canada and purchasing under the “Accredited Investor” exemption, complete and sign Schedule B – Accredited Investor Status Certificate attached to the Subscription Agreement. If you are subscribing as an individual and you do not meet the criteria set out in subparagraph (j.1) of the Accredited Investor Status Certificate, complete and sign Appendix I – Risk Acknowledgement Certificate attached to Schedule B.

☐ If you are not resident in Canada or a U.S. Purchaser (as defined below), complete and sign Schedule C – Foreign Purchaser’s Certificate attached to the Subscription Agreement.

…

SHARE ESCROW AGREEMENT

SHARE ESCROW AGREEMENT, dated as of [ ], 2026 (the “Agreement”), by and among ALBATROSS ACQUISITION CORPORATION, a Cayman Islands exempted company (the “Company”), ALBATROSS PEAK LIMITED (the “Sponsor”), the shareholders of the Company listed on Exhibit A hereto (together with Sponsor and any permitted transferee of the Sponsor or such shareholders after the date hereof in accordance with the terms hereof being referred to as, the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (the “Escrow Agent”).

WHEREAS, the Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination (a “Business Combination”) with one or more businesses or entities.

…

[   ], 2026

Albatross Acquisition Corporation

1185 Avenue of the Americas, Suite 349

New York, NY 10036

Ladies and Gentlemen:

Albatross Acquisition Corp. (the “Company”), a blank check company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (the “Securities Act”), in connection with its initial public offering (“IPO”). The Company currently anticipates selling units (“Units”) in the IPO, each comprised of one ordinary share, par value $0.0001 per share, of the Company (“Ordinary Share(s)”), one warrant, and one right (“Right(s)”) entitling the holder thereof to receive 1/4th of one Ordinary Share upon the completion of an initial Business Combination.

…

THIS 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: $300,000	Dated as of April 30, 2026

…

ALBATROSS ACQUISITION CORPORATION

April 30, 2026

Albatross Peak Limited

1185 Avenue of the Americas, Suite 349

New York, NY 10036

	RE:	Securities Subscription Agreement

Ladies and Gentlemen:

This agreement (the “Agreement”) is entered into on April 30, 2026, by and between Albatross Peak Limited, a British Virgin Islands business company (the “Subscriber” or “you”), and Albatross Acquisition Corporation, a Cayman Islands exempted Company (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 4,933,500 ordinary shares, $0.0001 par value per share, up to 643,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit consisting of one ordinary share and one right, do not fully exercise their over-allotment option (the “Over-allotment Option”) (herein referre

…

Administrative Services Agreement

This Administrative Service Agreement (the “Agreement”) dated [ ], 2026, is between Albatross Peak Limited, herein referred to as “Service Provider” and Albatross Acquisition Corporation, herein referred to as “Customer”.

Service Provider has agreed to provide services to the Customer on the terms and conditions set out in this Agreement, while Customer is of the opinion that Service Provider has the proper and necessary qualifications, experience and abilities to provide services to Customer.

Therefore in consideration of the matters described above, the receipt and sufficiency of which consideration is hereby acknowledged, the Customer and the Service Provider agree as follows:

	1.	Scope of Work

The Service Provider is to provide the Customer with the following services (the “Services”): general and administrative services, including office space, administrative and support services, as may be reasonably required by the Company.

…

[     ], 2026

Albatross Acquisition Corporation

1185 of the Americas, Suite 349

New York, NY 10036

Polaris Advisory Partners

a division of Kingswood Capital Partners LLC

5900 Balcones Drive, Suite 100

Austin, TX 78731

Re:	Initial Public Offering

Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Albatross Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and SPAC Advisory Partners, (the “Representative”) as representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, $0.0001 par value per share (the “Shares”), one warrant and one right. Each right entitles the holder thereof to receive one-fourth (1/4) of one ordinary share upon t

…

Investment Management Trust Agreement

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [       ], 2026 by and between Albatross Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1, No. 333-296837 (the “Registration Statement”), for its initial public offering of Company’s units (the “Units”), each of which consists of one ordinary share, par value $0.0001 per share (the “Ordinary Shares”), one warrant and one right to receive one-fourth (1/4) of one Ordinary Share upon the consummation of the Company’s initial business combination (such initial public offering hereinafter referred to as the “Offering”); and

WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Polaris Advisory Partners LLC, (the “Representative”) acting as the representative of the underwriters in the Offering; and

…

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2026, is made and entered into by and among Albatross Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and Albatross Peak Limited, a British Virgin Island (“BVI”) business company (the “Sponsor”)(the Sponsor together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).

RECITALS

WHEREAS, the Sponsor and certain other Holders (if any) collectively own an aggregate of 4,933,500 Ordinary Shares (the “Founder Shares”), par value $0.0001 per share (the “Ordinary Shares”), of the Company, issued prior to the date hereof in a private placement and pursuant to certain transfers;

…

INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [     ], 2026, by and between Albatross Acquisition Corporation, a Cayman Islands exempted corporation (the “Company”), and [       ] (“Indemnitee”).

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its Subsidiaries (as defined below) from certain liabilities;

…

EMPLOYMENT AGREEMENT

** **

This Employment Agreement (this “Agreement”) dated as of 5 June 2026, by and between Suchness Tech Limited, an exempted company incorporated in the Cayman Islands (the “Company”) and Tan Poh Hin (the “Employee”).

Recitals

** **

WHEREAS, the Company desires to employ Employee on the terms and conditions set forth herein;

WHEREAS, Employee desires to be employed by the Company on such terms and conditions;

**WHEREAS, **the purpose of this Agreement is for the Employee to contribute certain goodwill, relationships, and intangible assets to the Company; and

**NOW THEREFORE, **in consideration of the premises and the mutual covenants hereinafter set forth, and intending to be legally bound hereby, it is hereby agreed as follows:

Agreement

** **

1. Definitions. The following are terms used but not otherwise defined in the text of this Agreement.

…

EMPLOYMENT AGREEMENT

** **

This Employment Agreement (this “Agreement”) dated as of 5 June 2026, by and between Suchness Tech Limited, an exempted company incorporated in the Cayman Islands (the “Company”) and Wong Soon Kiong (the “Employee”).

Recitals

** **

WHEREAS, the Company desires to employ Employee on the terms and conditions set forth herein;

WHEREAS, Employee desires to be employed by the Company on such terms and conditions;

**WHEREAS, **the purpose of this Agreement is for the Employee to contribute certain goodwill, relationships, and intangible assets to the Company; and

NOW THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, and intending to be legally bound hereby, it is hereby agreed as follows:

Agreement

** **

1. Definitions. The following are terms used but not otherwise defined in the text of this Agreement.

…