Browse EX-10 agreements

Exhibit 10.5

PRIVATE PLACEMENT UNITS AND RESTRICTED SHARE PURCHASE AGREEMENT

This Private Placement Units and Restricted Share Purchase Agreement, dated as of [                 ], 2026 (this “Agreement”), is entered into by and between Aeon Acquisition I Corp., a Cayman Islands exempted company (the “Company”), and Aeon Acquisition Partners I LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A ordinary share, par value $0.0001 per share (a “Class A Ordinary Share” or “Share”), one redeemable warrant (“Warrant”), each whole warrant exercisable for one Share at an exercise price of $11.50 per Share, and one right (“Right”) to receive one-fourth (1/4) of a Share (the “Right Shares”) upon the consummation of an initial business combination, as set forth in the Company’s registration statement on Form S-1 related to the Public Offering (the “Registration Statement”);

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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 Aeon Acquisition I Corp., a Cayman Islands exempted company (the “Company”), Aeon Acquisition Partners I LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor 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

WHEREAS, the Holders own 6,160,715 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), up to 803,572 of which are subject to forfeiture by the Sponsor depending on the extent to which the underwriters’ over-allotment option is exercised;

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FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026, by and between Aeon Acquisition I Corp., a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No.  333-294963) (the “Registration Statement”), and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, $0.0001 par value per share (each, an “Ordinary Share”), one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share, and one right to receive one-fourth (1/4) of an Ordinary Share 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.

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Exhibit 10.1

[●], 2026

Aeon Acquisition I Corp.

66 West Flagler Street, Suite 900

Miami, FL 33130

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 Aeon Acquisition I Corp., a Cayman Islands exempted company (the “Company”), and D. Boral Capital LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 14,375,000 of the Company’s units (including up to 1,875,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”), one redeemable warrant of the Company (each whole warrant, a “Warrant”), with each Warrant entitling the holder to purchase one Class A Ordinary

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Exhibit 10.12

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated April 28, 2026 (the “Effective Date”), is entered into by and between BioVentrix, Inc. (the “Company”) and Carl Byrnes (the “Executive”).

WHEREAS, the Company and the Executive desire to enter into an agreement that embodies the terms of such employment and that supersedes and replaces the Offer Letter, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

Employment Period. The Company shall employ the Executive pursuant to this Agreement for a term (the “Employment Period”) commencing on the Effective Date and continuing indefinitely until terminated by either party in accordance with the provisions of Section 3 hereof. As of the Effective Date, the Offer Letter is superseded and replaced in its entirety.

Terms of Employment.

a. Position and Duties.

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Exhibit 10.11

CONSULTING AGREEMENT

This Agreement is made effective as of September 20, 2022 (the “Effective Date”) by and between BioVentrix, Inc., a Delaware corporation, with its principal place of business at 12647 Alcosta Blvd., Suite 400, San Ramon, CA 94583 (the “Company”), and Ori Ben-Yehuda M.D. (dba as Ori Ben-Yehuda Consulting LLC) 44 Oak Road, Katonah, NY 10536 (“Consultant”).

RECITAL

Consultant desires to perform, and the Company desires to have Consultant perform, consulting services as an independent contractor to the Company.

NOW, THEREFORE, the parties agree as follows:

I. Services.

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between Energy Transition Special Opportunities, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited trust company (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1, File No. 333-290458 (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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[●], 2026

Energy Transition Special Opportunities

71 Orchard Pl, Unit 1

Greenwich, CT, 06830

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 Energy Transition Special Opportunities, a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division Cohen & Company Securities, LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 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”),

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1 of 7 AMENDED AND RESTATED ADDENDUM TO BROKER-DEALER SELLING AGREEMENT FOR DUAL REGISTRANT’S REGISTERED INVESTMENT ADVISER-RELATED ACTIVITIES This Amended and Restated Addendum to Broker-Dealer Selling Agreement (“RIA Addendum”) between Broker-Dealer and Company entirely replaces the RIA Addendum previously entered into between the parties dated November 15, 2024, and is hereby incorporated and made part of the Agreement. Capitalized terms used herein, but not defined herein, shall have the meanings ascribed to them in the Agreement. For purposes of the RIA Addendum, “Dual Registrant” means an entity that is registered with the SEC as both a broker-dealer and an investment adviser. This RIA Addendum shall be effective as of May 30, 2026. Whereas, pursuant to the Agreement, Broker Dealer, acting through its Registered Representatives, who are appointed as insurance agents of Company, is authorized to sell and service (i) Registered Contracts that are variable annuity(-ies) (each a “VA”), and (ii) Unregistered Contracts (each, a “FA”), and (iii) Contracts that are contingent deferred

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BDSA Addendum Contingent Deferred Annuities 10 2025 (CDA) 1 of 2 Addendum to Broker-Dealer Selling Agreement for Contingent Deferred Annuities This Addendum is made by and among Pruco Life Insurance Company (“Company”), Prudential Annuities Distributors, Inc. (“Distributor”), and LPL Enterprise, LLC ("Broker-Dealer") and hereby supplements that certain Broker-Dealer Selling Agreement to which Broker-Dealer, Company and Distributor are parties dated November 15, 2024 (“Agreement”). Capitalized terms used herein, but not defined herein, are used with the meanings given to them in the Agreement. This Addendum shall be effective as of May 30, 2026. WHEREAS, Broker-Dealer entered into the Agreement to solicit sales of annuities through its Registered Representatives who are appointed with Company; WHEREAS, Company has developed a fee-based (i.e., non-commissionable) Registered Contract that is designed to provide a level of longevity protection (each, a “CDA” and collectively, “CDAs”) to owners. CDAs are not supported by Accounts. Instead, CDAs are associated with assets held in accounts

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BDSA 1/2024 – Customized for LPL E 2 BROKER-DEALER SELLING AGREEMENT This Broker-Dealer Selling Agreement (“Agreement”) is made by and between LPL Enterprise, LLC ("Broker-Dealer") and Prudential Annuities Distributors, Inc. ("Distributor"), The Prudential Insurance Company of America (“PICA”), Pruco Life Insurance Company, and Pruco Life Insurance Company of New Jersey. This Agreement shall be effective on November 15, 2024 (the “Effective Date”). This Agreement shall permit Broker-Dealer to solicit, sell and service Contracts (defined below) only through its registered representatives who are or will be under contract with, employed by, or are statutory employees of PICA (hereinafter, “Registered Representatives”). WHEREAS, the following definitions shall govern the terms of this Agreement: CERTAIN DEFINITIONS 1. 1933 Act - The Securities Act of 1933, as amended. 2. 1934 Act - The Securities Exchange Act of 1934, as amended. 3. 1940 Act - The Investment Company Act of 1940, as amended. 4. Accounts - Separate accounts established and maintained by the Company pursuant to the la

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[•], 2026

Research Alliance Corporation III

600 Fifth Avenue, 23rd Floor

New York, New York 10020

	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 Research Alliance Corporation III, a Cayman Islands exempted company (the “Company”) and Leerink Partners LLC, as the sole underwriter named therein (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of up to 7,500,000 of the Company’s Class A ordinary shares, par value $0.0001 per share ( “Ordinary Shares”). The Ordinary Shares will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 1 hereof.

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