Browse EX-10 agreements

THIS PROMISSORY NOTE (“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

	Dated as of July 27, 2026
Principal Amount: Up to $1,000,000.00

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Execution Version

Published Deal CUSIP Number: 12512SAA2

Published Revolver Facility CUSIP Number: 12512SAB0

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of July 24, 2026

among

CBOE GLOBAL MARKETS, INC.,
as the Company,

BANK OF AMERICA, N.A.,
as Administrative Agent and as Swing Line Lender,

and

The Other Lenders Party Hereto

BOFA SECURITIES, INC.
as Sole Lead Arranger and Sole Bookrunner,

and

AGRICULTURAL BANK OF CHINA, LTD.,
BANK OF CHINA LIMITED, CHICAGO BRANCH,
BARCLAYS BANK PLC,
GOLDMAN SACHS BANK USA,

JPMORGAN CHASE BANK, N.A.,

MORGAN STANLEY SENIOR FUNDING, INC.,

and**
THE TORONTO DOMINION BANK, NEW YORK BRANCH, **
as Syndication Agents

TABLE OF CONTENTS

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FORM OF LOCK-UP AGREEMENT

_____________, 2026

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COMPANY SUPPORT AGREEMENT

This COMPANY SUPPORT AGREEMENT (this “Agreement”), dated as of [●], 2026, is made by and among Westin Acquisition Corp., a Cayman Islands exempted company (which shall domesticate as a Delaware corporation one Business Day prior to the Closing) (“Parent”), First Choice Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and the undersigned stockholder of the Company (the “Stockholder”). Parent, Company and Stockholder shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).

WHEREAS, this Agreement is being entered into in connection with the Business Combination Agreement, in the form executed on July 22, 2026, (the “Business Combination Agreement”), by and among Parent, the Company, and First Choice Acquisition Corp., a Delaware corporation (“Merger Sub”);

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FORM OF

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2026, by and among:

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PARENT SUPPORT AGREEMENT

This PARENT SUPPORT AGREEMENT (this “Agreement”), dated as of July 22, 2026, is made by and among Westin Acquisition Corp., a Cayman Islands exempted company (“Parent”), First Choice Healthcare Solutions, Inc., a Delaware corporation (the “Company”), and each of the Persons identified on Schedule A hereto (each, a “Parent Supporting Shareholder” and, collectively, the “Parent Supporting Shareholders”). Parent, the Company and the Parent Supporting Shareholders are referred to herein collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).

WHEREAS, Parent, the Company and First Choice Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), have entered into that certain Business Combination Agreement, dated as of July 22, 2026 (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”);

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1 EQUITY LIFESTYLE PROPERTIES, INC. CHANGE IN CONTROL SEVERANCE PLAN ARTICLE I PURPOSE This Change in Control Severance Plan has been established by the Company on July 28, 2026 (the “Effective Date”) to provide certain key employees of the Company with the opportunity to receive severance protection in connection with a change in control transaction. The Plan is primarily intended (i) to help retain participating key employees, (ii) to provide appropriate protection that facilitates acting in the interest of the Company’s stakeholders in the event of a possible or actual change in control of the Company and (iii) to provide economic security to eligible key employees in the event of certain qualifying terminations of employment. Capitalized terms used but not otherwise defined herein have the meanings set forth in Article VII. ARTICLE II COORDINATION WITH OTHER ENTITLEMENTS; NO DUPLICATION OF SEVERANCE ENTITLEMENTS Section 2.01 Each Participant who incurs a termination of employment, whether or not such termination is a Qualifying Termination, shall remain entitled to any benefits t

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FORM OF INDEMNITY AGREEMENT

** **

**THIS INDEMNITY AGREEMENT **(this “Agreement”) is made as of July 23, 2026, by and between Market Technology Acquisition Corp, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).

RECITALS

** **

**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;

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;

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INVESTMENT MANAGEMENT TRUST AGREEMENT

** **

This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 23, 2026 by and between Market Technology Acquisition Corp, 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 (File No. 333-296835) (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, 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 (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;

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