Browse EX-10 agreements

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: $200,000

Dated as of May 25, 2026

…

OCEANLIGHT ACQUISITION CORPORATION

 

May 29, 2026

 

OceanLight Capital Sponsor Ltd.

1185 Avenue of the Americas, Suite 304

New York, NY 10036

 

RE:

Securities Subscription Agreement

 

Ladies and Gentlemen:

 

This agreement (the “Agreement”) is entered into on May 29, 2026, by and between OceanLight Capital Sponsor Ltd., a British Virgin Island (“BVI”) Business Company (the “Subscriber” or “you”), and OceanLight Acquisition Corporation, a Cayman Islands exempted Company (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 4,933,500 ordinary shares, $0.0001 par value per share, up to 643,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit consisting of one ordinary share and one right, do not fully exercise their over-allotment option (the “Over-allotment Option”) (herein referred to as the “Shares”). The Company and the Subscriber’s agreements re

…

REGISTRATION RIGHTS AGREEMENT

 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [  ], 2026, is made and entered into by and among OceanLight Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and OceanLight Capital Sponsor Ltd., a British Virgin Island (“BVI”) business company (the “Sponsor”)(the Sponsor together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).

 

RECITALS

 

WHEREAS, the Sponsor and certain other Holders (if any) collectively own an aggregate of 4,933,500 Ordinary Shares (the “Founder Shares”), par value $0.0001 per share (the “Ordinary Shares”), of the Company, issued prior to the date hereof in a private placement and pursuant to certain transfers;

…

Investment Management Trust Agreement

 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [       ], 2026 by and between OceanLight Acquisition Corporation, 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, No. 333-[  ] (the “Registration Statement”), for its initial public offering of Company’s units (the “Units”), each of which consists of one ordinary share, par value $0.0001 per share (the “Ordinary Shares”), one redeemable warrant, and one right to receive one-fourth (1/4) of one Ordinary Share upon the consummation of the Company’s initial business combination (such initial public offering hereinafter referred to as the “Offering”); and

 

WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Polaris Advisory Partners LLC, (the “Representative”) acting as the representative of the underwriters in the Offering; and

…

Administrative Services Agreement

 

This Administrative Service Agreement (the “Agreement”) dated [  ], 2026, is between OceanLight Capital Sponsor Ltd., herein referred to as “Service Provider” and OceanLight Acquisition Corporation, herein referred to as “Customer”.

 

Service Provider has agreed to provide services to the Customer on the terms and conditions set out in this Agreement, while Customer is of the opinion that Service Provider has the proper and necessary qualifications, experience and abilities to provide services to Customer.

 

Therefore in consideration of the matters described above, the receipt and sufficiency of which consideration is hereby acknowledged, the Customer and the Service Provider agree as follows:

 

Scope of Work

 

The Service Provider is to provide the Customer with the following services (the “Services”): general and administrative services, including office space, administrative and support services, as may be reasonably required by the Company.

…

[   ], 2026

 

OceanLight Acquisition Corp.

1185 6th Avenue, 3rd Fl.

New York, NY 10036

 

Ladies and Gentlemen:

 

OceanLight 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.

…

INDEMNITY AGREEMENT

 

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

 

RECITALS

 

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

 

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;

…

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

Principal Amount: Up to  HK$15,065,000

Effective as of June 5th, 2026

…

SECURITIES TRANSFER AGREEMENT

 

This Securities Transfer Agreement is dated as of July 26, 2024 (this “Transfer”), by and among Horizon Space Acquisition II Sponsor Corp., a Cayman Islands limited liability company (the “Seller”), Horizon Space Acquisition II Corp., a Cayman Islands exempted company (the “Company”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).

 

WHEREAS, on the terms and subject to the conditions set forth in this Transfer, the Seller wishes to transfer to the Buyers ordinary shares, $0.0001 par value (“Ordinary Shares”) of the Company, a newly-organized blank check company, or special purpose acquisition company, formed for the purpose of effecting a merger, stock exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”), and the Buyers wish to purchase and receive such Initial Shares (as defined below) from the Seller.

…

HORIZON SPACE ACQUISITION II CORP.

PO Box 309, Ugland House

Grand Cayman, KY1-1004, Cayman Islands

 

July 25, 2024

 

Horizon Space Acquisition II Sponsor Corp.

PO Box 309, Ugland House

Grand Cayman, KY1-1004, Cayman Islands

 

 

RE:

Securities Purchase Agreement

 

Ladies and Gentlemen:

 

We are pleased to accept the offer you (the “Subscriber”) have made to purchase 1,725,000 ordinary shares (the “Shares”), par value $0.0001 per share (the “Ordinary Shares”) in ourselves, Horizon Space Acquisition II Corp., a Cayman Islands exempted company (the “Company”), among which, up to 225,000 Ordinary Shares are subject to forfeiture by you if the underwriter of the initial public offering (the "IPO") of the Company does not fully exercise their over-allotment options (the "Over-allotment Option"). The terms on which the Company is willing to sell the Shares to the Subscriber pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the Company and the Subscriber’s agreement regarding such Shares, are a

…

Annex A

Execution Version

BUSINESS COMBINATION AGREEMENT

by and among

HORIZON SPACE ACQUISITION II CORP.,

SL SCIENCE HOLDING LIMITED,

CW MEGA LIMITED,

WW CENTURY LIMITED,

and

SL BIO LTD.

dated May 9, 2025

 

 

 

 

 

Annex A

Page Nos.

ARTICLE I CERTAIN DEFINITIONS

 

A-3

 

 

 

Section 1.1. Definitions

 

A-3

Section 1.2. Construction

 

A-12

Section 1.3. Knowledge

 

A-12

 

 

 

ARTICLE II THE MERGERS; MERGER CLOSING

 

A-12

 

 

 

Section 2.1. Pre-Closing Actions

 

A-12

Section 2.2. The First Merger

 

A-13

Section 2.3. The Second Merger

 

A-14

Section 2.4. Tax Free Reorganization Matters

 

A-15

 

 

 

ARTICLE III EFFECTS OF THE MERGERS ON COMPANY AND ACQUIROR EQUITY SECURITIES

 

A-15

 

 

 

Section 3.1. Conversion of Acquiror and Company Securities

 

A-15

Section 3.2. Payment of Second Closing Consideration

 

A-17

Section 3.3. Withholding

 

A-17

Section 3.4. Dissenting Shares

 

A-17

 

 

 

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY

 

A-18

 

 

 

Section 4.1. Company Organization

 

A-18

…

SECURITIES TRANSFER AGREEMENT

 

This Securities Transfer Agreement is dated as of July 26, 2024 (this “Transfer”), by and among Horizon Space Acquisition II Sponsor Corp., a Cayman Islands limited liability company (the “Seller”), Horizon Space Acquisition II Corp., a Cayman Islands exempted company (the “Company”), and Lydia Min Zhai, with an address at #05-91 BLK345 KANG CHING ROAD, SINGAPORE 610345 (the  “Buyer”).

 

WHEREAS, on the terms and subject to the conditions set forth in this Transfer, the Seller wishes to transfer to the Buyer certain amount of ordinary shares, $0.0001 par value (“Ordinary Shares”) of the Company, a newly-organized blank check company, or special purpose acquisition company, formed for the purpose of effecting a merger, stock exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”), and the Buyer wish to purchase and receive such Initial Shares (as defined below) from the Seller.

…