Browse EX-10 agreements

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among Keystone Acquisition Corp., a Cayman Islands exempted company (the “Company”), Keystone International Acquisition Management LLC, a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Representative”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and the Representative and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

RECITALS

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between Keystone Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Efficiency INC., a Delaware corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1, File No. 333-295539 (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering (the “Offering”) of the Company’s units (the “Units”), each of which consists of one Class A ordinary share, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share, has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and

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Exhibit 10.1

[●], 2026

Keystone Acquisition Corp.

142 West 57th Street, 11th Floor

New York, New York 10019

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 among Keystone Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative (the “Representative”) of the several underwriters (each, including the Representative, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one

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ADDENDUM TO MOBILE APPLICATION AND WEBSITE PURCHASE AGREEMENT

This Addendum (“Addendum”) is entered into effective as of December 20, 2025, by and between OMNICODE DIGITAL LIMITED (“Seller”) and Sensei Harbor Corp. (“Buyer”).

WHEREAS, the parties entered into that certain Mobile Application and Website Purchase Agreement dated August 1, 2025 (the “Agreement”);

WHEREAS, the parties desire to amend certain provisions relating to payment obligations and transfer of certain assets;

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

	1.	Viducate Platform Transfer

The parties acknowledge and agree that, as of November 25, 2025, Seller transferred to Buyer the assets described in Exhibit A — Online Learning Platform Assets under the Agreement for business and development purposes.

The transferred assets included:

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SERVICE & PLATFORM ACCESS AGREEMENT

This Service and Platform Access Agreement (“Agreement”) is entered into as of November 20**, 2025** (“Effective Date”)

1. Parties

Service Provider: SENSEI HARBOR CORP. 30 N Gould St, Ste R Sheridan, WY 82801, USA

Client: SAPTAGE INTERNATIONAL PTE. LTD.

1 Kallang Junction Vanguard Campus, #06-02, Singapore 339263

2. Subject of the Agreement

The Service Provider grants the Client access to the online educational and training platform operated under:

https://viducateplatform.com

The access includes digital educational content, training materials, and platform functionality as presented on the Service Provider’s website.

3. Term of Access

	·	Access is granted for a fixed period of twelve (12) months

	·	The access term begins from the date the payment is received

	·	No automatic renewal applies unless expressly agreed in writing by both Parties

4. Fees and Payment

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SERVICE & PLATFORM ACCESS AGREEMENT

This Service and Platform Access Agreement (“Agreement”) is entered into as of August 15, 2025 (“Effective Date”)

1. Parties

Service Provider: SENSEI HARBOR CORP. 30 N Gould St, Ste R Sheridan, WY 82801, USA

Client: KYUSTENDIL BG str. Stefan Stambolov Blvd. 45, ap. 3A Sofia, p.c. 1202 Bulgaria

2. Subject of the Agreement

The Service Provider grants the Client access to the online educational and training platform operated under:

https://viducateplatform.com

The access includes digital ed

ucational content, training materials, and platform functionality as presented on the Service Provider’s website.

3. Term of Access

	·	The access is granted for a fixed term of twelve (12) months

	·	The term starts from the date of payment confirmation

	·	No automatic renewal unless agreed in writing by both Parties

4. Fees and Payment

· Service Fee: USD 4,950

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Mobile Application and Website Purchase Agreement

This Mobile Application and Website Purchase Agreement ("Agreement") is made and entered into as of August 1st , 2025, by and between:

Sensei Harbor Corp., a corporation organized and existing under the laws of Wyoming, with its principal place of business located at 22 Giorgi Maruashvili street,Tbilisi,0101Georgia, ("Buyer"), and

OMNICODE DIGITAL LIMITED , a company organized and existing under the laws of United Kingdom, with its principal place of business located at Piccadilly Business Centre,Unit C Aldow Enterprise Park Blackett Street Manchester ,M12 6AE , UK ("Seller").

WHEREAS, the Seller is the owner of the software “Viducate”. ("Assets");

WHEREAS, the Buyer desires to purchase the Assets from the Seller, and the Seller desires to sell the Assets to the Buyer on the terms and conditions set forth in this Agreement. The software will be located at Buyer domain located at https://viducateplatform.com/.

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Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential.

Deed Of Debt Forgiveness

This Debt Forgiveness Agreement (“Agreement”), entered into effective September 30th, 2024, by and between:

Ealixir Hispania S.L., a company incorporated under Spanish law, tax identification number [*****], with headquarters in Spain, 08007 Barcelona, Rambla Catalunya 62, hereinafter referred to as “the Client” and

Enea Angelo Trevisan. resident in [*****], “the Supplier”;

	1-	Background

A - The Client owes a Debt to the Supplier.in the amount of Euro 100.595,00 at the date of this Agreement, formed by invoices for Euro 95.700,00 and loans for Euro 4.900,00.

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Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential.

Deed Of Debt Forgiveness

This Debt Forgiveness Agreement (“Agreement”), entered into effective September 30th, 2024, by and between:

Ealixir Inc., a company incorporated under the laws of Nevada, United States of America, with registered office: 401 Ryland St., Suite 200-A, Reno, NV 89502, USA, headquarter: 40 SW 13th Street, PH 1, Miami FL 33130, USA, hereinafter referred to as “the Borrower” and

Enea Angelo Trevisan, resident in [*****], “the Lender”;

	1-	Background

A - The Borrower owes a Debt to the Lender,in the amount of $512,364.00 at the date of this Agreement, formed by invoices for $117.565,00, invoices to be issued for$ 1,600.00, Director’s fees for $290,000.00 and loans for $103,199,00.

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Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential.

Deed Of Debt Forgiveness

This Debt Forgiveness Agreement (“Agreement”), entered into effective September 30th, 2024, by and between:

Ealixir Hispania S.L., a company incorporated under Spanish law, tax identification number [*****], with headquarters in Spain, 08007 Barcelona, Rambla Catalunya 62, hereinafter referred to as “the Client” and

Longobarda lberica SL, company incorporated under Spain law, [*****], with headquarters in Spain, [*****], “the Supplier”;

	1-	Background

A - The Client owes a Debt to the Supplier,in the amount of Euro 103.721,00 at the date of this Agreement, formed by unpaid invoices for Euro 72.283,00 and invoices still to be issued for Euro 31.438,00.

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Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential.

Deed Of Debt Forgiveness

This Debt Forgiveness Agreement (“Agreement”), entered into effective September 30th, 2024, by and between:

Ealixir Inc., a company incorporated under the laws of Nevada, United States of America, with registered office: 401 Ryland St., Suite 200-A, Reno, NV 89502, USA, headquarter: 40 SW 13th Street, PH 1, Miami FL 33130, USA, hereinafter referred to as “the Borrower” and

Longobarda lberica SL, company incorporated under Spain law, [*****], with headquarters in Spain, [*****], “the Supplier”;

	1-	Background

A - The Client owes a Debt to the Supplier,in the amount of$ 92,087.60 at the date of this Agreement, formed by unpaid invoices for$ 68,087.60 and invoices still to be issued for$ 24,000.00.

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Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential.

LOAN AGREEMENT

Between:

DANILA PISATI residing in [*****], hereinafter referred to as the “Lender”;

and

EALIXIR INC, with registered office at 1395 Brickell Ave, Suite 800, Miami – FL 33131, duly incorporated under the laws of the State of Nevada, and TAX EIN- [*****], hereinafter referred to as the “Borrower”.

Whereas:

	●	The Lender agrees to grant a loan to the Borrower;

	●	The Borrower accepts the loan under the terms and conditions set forth herein;

Now, therefore, it is agreed as follows:

Article 1 – Subject of the Agreement

The Lender grants the Borrower a loan in the amount of USD 113,500.00 (United States Dollars twenty thousand), paid in 4 instalments from March 30 to April 8, 2026.

Article 2 – Duration

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