Browse EX-10 agreements

BOOST RUN INC.

2026 OMNIBUS INCENTIVE PLAN

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Section 1. General.

The purposes of the Boost Run Inc. 2026 Omnibus Incentive Plan (the “Plan”) are to: (a) encourage the profitability and growth of the Company through short-term and long-term incentives that are consistent with the Company’s objectives; (b) give Participants an incentive for excellence in individual performance; (c) promote teamwork among Participants; and (d) give the Company a significant advantage in attracting and retaining key Employees, Directors and Consultants. To accomplish such purposes, the Plan provides that the Company may grant (i) Options, (ii) Stock Appreciation Rights, (iii) Restricted Shares, (iv) Restricted Stock Units, (v) Performance-Based Awards (including performance-based Restricted Shares and Restricted Stock Units), (vi) Other Share-Based Awards, (vii) Other Cash-Based Awards or (viii) any combination of the foregoing.

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Section 2. Definitions.

For purposes of the Plan, the following terms shall be defined as set forth below:

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FORM OF
SELLER CONTINGENT EARNOUT NOTE

Up to $15,000,000.00	Columbus, Georgia July 14, 2026

FOR VALUE RECEIVED, DUOS TECHNOLOGIES GROUP, INC., a Florida corporation (together with its successors and permitted assigns, "Borrower"), promises to pay to the order of [              ] (together with its successors and permitted assigns, "Lender"), at such address as Lender may designate from time to time in writing, up to the maximum principal amount of FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00), solely to the extent earned and payable pursuant to the Earnout Milestones set forth in this Seller Contingent Earnout Note (this "Note"), together with all other sums due and payable under this Note and the other Loan Documents. No principal amount shall be due or payable under this Note unless and until the applicable Earnout Milestone has been achieved in accordance with this Note. This Note is delivered pursuant to that certain Purchase A

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AT THE MARKET OFFERING AGREEMENT

July 17, 2026

H.C. Wainwright & Co., LLC

430 Park Avenue

New York, New York 10022

Ladies and Gentlemen:

Amesite Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:

1. Definitions. The terms that follow, when used in this Agreement and any Terms Agreement, shall have the meanings indicated.

“Accountants” shall have the meaning ascribed to such term in Section 4(m).

“Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Action” shall have the meaning ascribed to such term in Section 3(p).

“Affiliate” shall have the meaning ascribed to such term in Section 3(o).

“Applicable Time” shall mean, with respect to any Shares, the time of sale of such Shares pursuant to this Agreement or any relevant Terms Agreement.

”Base Prospectus” shall mean the base prospectus contained in the Registration Statement at the Execution Time.

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is entered into effective as July 16, 2026 (the “Execution Date”), by and between Grande Group Limited, a business company incorporated under the laws of the British Virgin Islands (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (the “Investor”).

RECITALS

A. WHEREAS, the Company may issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company, up to $40,000,000 in aggregate gross purchase price of newly issued Ordinary Shares; and

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ORDINARY SHARE PURCHASE AGREEMENT

This Ordinary Share Purchase Agreement (this “Agreement”) is entered into effective as July 16, 2026 (the “Execution Date”), by and between Grande Group Limited, a business company incorporated under the laws of the British Virgin Islands (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (the “Investor”).

WHEREAS, the parties desire that, upon the terms and subject to the conditions and limitations set forth herein, during the Commitment Period (as defined herein), the Company may issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to $40,000,000 in aggregate gross purchase price of newly issued Ordinary Shares (as defined herein);

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AT-THE-MARKET ISSUANCE SALES AGREEMENT

July 20, 2026

Aegis Capital Corp.

1345 Avenue of the Americas, 27th Floor
New York, NY 10105

Ladies and Gentlemen:

Sunshine Biopharma Inc., a Colorado corporation (the “Company”), confirms its agreement (this “Agreement”) with Aegis Capital Corp. (“Sales Agent”), as follows:

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**REGISTRATION RIGHTS AGREEMENT **

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of    , 2026, is made and entered into by and among TCGX Acquisition Corp., a Cayman Islands exempted company (the “Company”), TCGX Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), Jefferies LLC (“Jefferies”), TCG Crossover Fund III, LP, a Delaware limited partnership (the “Fund”),*** and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor, Jefferies and the Fund 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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**INDEMNITY AGREEMENT **

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

WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies 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 companies;

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**PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT **

THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, dated as of    , 2026, (as it may from time to time be amended, this “Agreement”), is entered into by and between TCGX Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Jefferies LLC, the representative of the underwriters of this offering (“Jefferies”), a Delaware LLC, (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of shares of the Company’s Class A Ordinary Shares, par value $0.0001 per share (the “Shares”). The Purchaser has agreed to purchase an aggregate of 75,000 Shares (or 86,250 in the aggregate if the over-allotment option in connection with the Initial Public Offering is exercised in full) (the “Private Placement Shares”).

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THIS PROMISSORY NOTE (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: Up to $300,000				Dated as of June 3, 2026

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***FORWARD PURCHASE AGREEMENT ***

This Forward Purchase Agreement (this “Agreement”) is entered into as of    , 2026, by and between TCGX Acquisition Corp., an exempted company under the laws of the Cayman Islands (the “Company”), and TCG Crossover Fund III, LP, a Delaware limited partnership (the “Purchaser”).

WHEREAS, the Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”);

WHEREAS, the Company has filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (the “Registration Statement”) for its initial public offering (“IPO”) of 7,500,000 Class A ordinary shares, par value $0.0001 per share (the “Class*** A Shares*”, and the Class A Shares sold in the IPO, the “Public Shares”) (or 8,625,000 Class A Shares if the underwriters’ over-allotment option (the “IPO Option”) is exercised in full) at a price of $10.00 per Public Share;

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**TCGX Acquisition Corp. **

245 Lytton Ave., Suite 350

Palo Alto, California 94301

June 3, 2026

**TCGX Sponsor, LLC **

245 Lytton Ave., Suite 350

Palo Alto, California 94301

RE:	Securities Subscription Agreement

Ladies and Gentlemen:

TCGX Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer TCGX Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 2,156,250 Class B ordinary shares of the Company (the “Shares”), $0.0001 par value per share (the “Class B Ordinary Shares”), up to 281,250 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of Class A ordinary shares of the Company, $0.0001 par value per share (the “Class A Ordinary Shares”), do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references t

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