Browse EX-10 agreements

Exhibit 10.2

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026, by and between East West Ave Acquisition Corp., a Cayman Islands corporation (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability trust company (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-295205) (the “Registration Statement”) and prospectus (the “Prospectus”), for its initial public offering of the Company’s units (the “Units”), each of which consists of one share of the Company’s common stock 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 an initial business combination (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission (capitalized term used herein and not otherwise defined shall have

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Exhibit 10.1

East West Ave Acquisition Corp.

5725 S Valley View Blvd, Ste 5 #378094

Las Vegas, NV 89118

[    ], 2026

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”) to be entered into by and among East West Ave Acquisition Corp., a Nevada corporation (the “Company”), ARC Group Securities LLC and Prime Number Capital LLC as the representatives (collectively, the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s 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

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Exhibit 10.5(a)

FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT

This First Amendment (“First Amendment”) to the Subscription Agreement (as defined below) is made and entered into as of May 28, 2026, by and between Futurewave Capital Solutions Limited, a British Virgin Islands business company (the “Subscriber”) and Futurewave Acquisition Corporation, a Cayman corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Subscription Agreement.

WHEREAS, Subscriber and the Company entered into that certain Subscription Agreement dated as of March 9, 2026 in the form attached hereto as Exhibit A (the “Original Agreement”);

WHEREAS, the parties now desire to amend the Original Agreement on the terms and conditions set forth herein; and

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[   ], 2026

Futurwave Acquisition Corp.

1185 6th Avenue, Suite 304

New York, NY 10036

Ladies and Gentlemen:

FutureWave 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 redeemable warrant (“Warrant(s)”), 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.

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[     ], 2026

Futurewave Acquisition Corporation

1185 6th Avenue, 3rd Floor

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 Futurewave Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Polaris 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 redeemable warrant, and one right. Each right entitles the holder thereof to receive one-fourth (1/4) of one ordinary share upon the

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CONFIDENTIAL

Final Form of Document

INVESTOR RIGHTS’ AGREEMENT

THIS INVESTOR RIGHTS’ AGREEMENT (this “Agreement”), is made as of [], 2026, by and between Forbright, Inc., a Delaware corporation (the “Company”), and [] (the “Investor”).

RECITALS

WHEREAS, the Company and its Affiliates (as defined herein) intend to consummate the transactions described in the Registration Statement on Form S-1 (Registration No. []) (the “IPO”); and

WHEREAS, the Investor and the Company desire to address herein certain relationships among themselves with respect to the governance of the Company.

NOW, THEREFORE, in consideration of the mutual covenants and understandings defined herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties here to hereby agree as follows:

NOW, THEREFORE, the parties hereby agree as follows:

1.    Definitions. For purposes of this Agreement:

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FORBRIGHT, INC.

2026 OMNIBUS INCENTIVE PLAN

DIRECTOR RESTRICTED STOCK UNIT GRANT NOTICE

Forbright, Inc., a Delaware corporation (the “Company”), pursuant to its 2026 Omnibus Incentive Plan (as may be amended from time to time, the “Plan”), hereby grants [●] (the “Participant”) this award of Restricted Stock Units as set forth below (the “Award”). The Award is subject to all of the terms and conditions as set forth in this Restricted Stock Unit Grant Notice (the “Grant Notice”), the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “RSU Award Agreement”), and the Plan, all of which are incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the RSU Award Agreement will have the same definitions as in the Plan or the RSU Award Agreement. If there is any conflict between the terms in this Grant Notice and the Plan, the terms of the Plan will control.

Date of Grant: [●]

Number of Restricted Stock Units Granted: [●]

Vesting Terms:

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FORBRIGHT, INC.

NON-EMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN

Section 1.						Purpose and Effective Date

The name of the Plan is the Forbright, Inc. Non-Employee Director Deferred Compensation Plan. The purpose of the Plan is to provide the non-employee members of the Board of Directors (the “Board”) of Forbright, Inc., a Delaware corporation (the “Company”), with a means to defer compensation earned as a member of the Board.

The Plan is effective as of the date that the registration statement on Form S-1 that is filed by the Company with respect to its initial public offering covering the offer and sale by the Company of its Common Stock is declared effective by the U.S. Securities and Exchange Commission (the “Effective Date”).

Section 2.						Definitions

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FORM OF INVESTOR RIGHTS’ AGREEMENT

THIS INVESTOR RIGHTS’ AGREEMENT (this “Agreement”), is made as of [ó], 2026, by and [between][among] Forbright, Inc., a Delaware corporation (the “Company”), and [ó] (the “Investor”) [and, solely for purposes of Section 3, Section 4.5, Section 8 and Section 9 hereof, [ó] (each, an “Affiliate Party”, and collectively, the “Affiliate Parties”)]1.

RECITALS

WHEREAS, the Company and its Affiliates (as defined herein) intend to consummate the transactions described in the Registration Statement on Form S-1 (Registration No. 333-295966) (the “IPO”); and

WHEREAS, the Investor and the Company desire to address herein certain relationships among themselves with respect to the governance of the Company.

NOW, THEREFORE, in consideration of the mutual covenants and understandings defined herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

NOW, THEREFORE, the parties hereby agree as follows:

1.    Definitions. For purposes of this Agreement:

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THE SECURITIES REPRESENTED BY THIS AGREEMENT HAVE BEEN ACQUIRED

FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES

ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES

LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE

OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE

SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

FORBRIGHT, INC.

AWARD AGREEMENT

This Award Agreement (this “Agreement”) is made and entered into this [●] day of [●], [●] (the “Date of Grant”), by and between (i) Forbright, Inc. (f/k/a Congressional Bancshares, Inc., the “Company”) and (ii) [●] (the “Participant”), an employee of Forbright Bank, a wholly owned subsidiary of the Company (the “Bank”).

RECITALS

A.    The Company has adopted the Congressional Bancshares, Inc. 2014 Stock Incentive Plan, as amended (the “Plan”), authorizing the Company to make awards to persons associated with the Company and the Bank (as applicable).

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PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK

Number of Shares: [ ⚫ ]

(subject to adjustment)

Warrant No. PFW-06-2026-[ ⚫ ]		Original Issue Date: [ ⚫ ]

Eloxx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ⚫ ] or its registered assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company up to a total of [ ⚫ ] shares of common stock, $0.01 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price per share equal to $0.01 (the “Exercise Price”), in each case as adjusted from time to time as provided in Section 9, upon surrender of this Pre-Funded Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the

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Execution Version

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 20, 2025 (the “Effective Date”) is entered into by and among Eloxx Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and among the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

WHEREAS:

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