Browse EX-10 agreements

CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE OMITTED PORTIONS OF THIS DOCUMENT ARE INDICATED BY [***].

Execution version

Surety Bond Facility Agreement

Peabody Australia Holdco Pty Ltd

Wilpinjong Coal Pty Ltd

(each, as the Company)

The entities listed in Part 2 of Schedule 1

(as Original Guarantors)

Liberty Mutual Insurance Company, Australia Branch, incorporated in Massachusetts, USA (the liability of members is limited), trading as Liberty

(as the Surety)

Dated 12 June 2026

 

  

DLA Piper Australia is part of DLA Piper, a global law firm, operating through various separate and distinct legal entities. A list of offices and regulatory information can be found at dlapiper.com

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Contents

 

PARTIES

 

  

 

1

 

SECTION 1 INTERPRETATION

  

 

1

 

1

 

Definitions and Interpretation

  

 

1

 

SECTION 2 THE FACILITY

  

 

27

 

2

 

The Facility

  

 

27

 

3

 

Purpose

  

 

27

 

4

…

CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE OMITTED PORTIONS OF THIS DOCUMENT ARE INDICATED BY [***].

Execution version

Surety Bond Facility Agreement

Peabody Australia Holdco Pty Ltd

Wilpinjong Coal Pty Ltd

(each, as the Company)

The entities listed in Part 2 of Schedule 1

(as Original Guarantors)

Swiss Re International SE

(as the Surety)

Dated 12 June 2026

 

 

DLA Piper Australia is part of DLA Piper, a global law firm, operating through various separate and distinct legal entities.

A list of offices and regulatory information can be found at dlapiper.com

---

Contents

 

PARTIES

  

 

1

 

SECTION 1 INTERPRETATION

  

 

1

 

1

 

Definitions and Interpretation

  

 

1

 

SECTION 2 THE FACILITY

  

 

27

 

2

 

The Facility

  

 

27

 

3

 

Purpose

  

 

27

 

4

 

Conditions of Utilisation

  

 

28

 

5

 

Surety Bonds and Cash Cover

  

 

29

 

SECTION 3 REPAYMENT, PREPAYMENT AND CANCELLATION

…

Execution Version

AMENDMENT NO. 2

This AMENDMENT NO. 2, dated as of June 9, 2026 (this “Amendment”), amends the Credit Agreement, dated as of January 18, 2024 (as amended by Amendment No. 1, dated as of November 25, 2024, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), by and among PEABODY ENERGY CORPORATION (the “Borrower”), the lenders and issuing lenders party thereto, and PNC Bank, National Association, as administrative agent (the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings given them in the Credit Agreement as amended by this Amendment (the “Amended Credit Agreement”).

WITNESSETH

WHEREAS, the consent of the Required Lenders are required for the amendments to the Credit Agreement as set forth herein; and

WHEREAS, PNC Capital Markets LLC is acting as sole arranger and bookrunner for this Amendment.

…

FIRST AMENDMENT TO LOAN AND GUARANTY AGREEMENT

THIS FIRST AMENDMENT TO LOAN AND GUARANTY AGREEMENT (this “Amendment”) is entered into as of June 15, 2026, by and among CANOPY GROWTH CORPORATION, a corporation organized under the federal laws of Canada (“Borrower Representative”) the other Loan Parties party hereto, JGB CAPITAL, LP, a Delaware limited partnership, JGB PARTNERS, LP, a Delaware limited partnership, DEEPDALE INVESTORS, LLC, a Delaware limited liability company (together with JGB CAPITAL, LP, and JGB PARTNERS, LP, the “Required Lenders”) and JGB COLLATERAL LLC, as administrative agent and collateral agent for the Lenders (in such capacity, “Agent”).

RECITALS:

…

FILANA THERAPEUTICS, INC. 2018 OMNIBUS INCENTIVE PLAN

 

(CONFORMED COPY THROUGH AMENDMENT NO. 2)

 

1.            Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel, to provide additional incentives to Employees, Directors and Consultants and to promote the success of the Company’s business.

 

2.            Definitions. The following definitions shall apply as used herein and in the individual Award Agreements except as defined otherwise in an individual Award Agreement. In the event a term is separately defined in an individual Award Agreement, such definition shall supersede the definition contained in this Section 2.

 

(a)          “Administrator” means the Board or any of the Committees appointed to administer the Plan.

 

(b)          “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b‑2 promulgated under the Exchange Act.

…

Confidential treatment has been requested for redacted portions of this exhibit.

 

This copy omits the information subject to the confidentiality request. Omissions are designated as ******.

 

CONVERTIBLE NOTE PURCHASE AGREEMENT

 

dated as of June 12, 2026

 

between

 

Lotus Technology Inc.

 

and

 

Geely International (Hong Kong) Limited

 

 

 

 

TABLE OF CONTENTS

 

ARTICLE I DEFINITION AND INTERPRETATION

1

SECTION 1.01   Definition, Interpretation and Rules of Construction

1

ARTICLE II PURCHASE AND SALE; CLOSING

5

SECTION 2.01   Issuance, Sale and Purchase of the Convertible Note

5

SECTION 2.02   Closing

5

ARTICLE III CONDITIONS TO THE CLOSING

6

SECTION 3.01   Conditions to Obligations of Both Parties

6

SECTION 3.02   Conditions to Obligations of Purchaser

6

SECTION 3.03   Conditions to Obligations of the Company

7

ARTICLE IV REPRESENTATIONS AND WARRANTIES

8

SECTION 4.01   Representations and Warranties of the Company

8

SECTION 4.02   Representations and Warranties of the Purchaser

16

ARTICLE V COVENANTS

17

…

Form of Convertible Note

 

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (AS AMENDED, THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTIONS. THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED: (A) IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (2) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS, AND (B) UNLESS IN COMPLIANCE WITH THE CONVERTIBLE NOTE PURCHASE AGREEMENT BETWEEN THE COMPANY AND GEELY INTERNATIONAL (HONG KONG) LIMITED, DATED JUNE 12, 2026 (THE “PURCHASE AGREEMENT”). ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS OR ANY OTHER RESTRICTIONS SET FORTH IN THE PURCHASE AGREEMENT SHALL BE VOID.

 

LOTUS TECHNOLOGY INC.

 

SENIOR CONVERTIBLE NOTE

 

US$128,324,684.58

[*], 2026

…

AMENDMENT No. 1 TO BUSINESS COMBINATION AGREEMENT

 

This Amendment No. 1 to Business Combination Agreement, dated as of June [*], 2026 (the “Amendment”), is to amend the Business Combination Agreement (the “Existing BCA”), which was made and entered into as of October 29, 2025, by and among Eureka Acquisition Corp, a Cayman Islands company (the “SPAC”), Marine Thinking Inc., a company incorporated under the CBCA (the “Company”), and 17358750 Canada Inc., a company incorporated under the CBCA and a wholly-owned subsidiary of the SPAC (the “Amalgamation Sub”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Existing BCA.

 

Recitals

 

WHEREAS, pursuant to Section 9.4 of the Existing BCA, the Existing BCA may be amended by a writing signed by each of Parent and the Company; and

 

WHEREAS, the SPAC, the Company and the Amalgamation Sub desire to amend the Existing BCA to reflect the changes agreed between the parties and to clarify certain terms and conditions set forth therein.

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FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 10, 2026, by and between Ocean Capital Acquisition Corporation (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. 333-282462) (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 ordinary shares, $0.0001 par value per share (each, an “Ordinary Share”), and one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share, and one right to receive one 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. Securities and Exchange Commission; and

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FORM OF INDEMNITY AGREEMENT

 

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 10, 2026, by and between Ocean Capital Acquisition Corp, a British Virgin Islands business 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;

…

PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT

 

This PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 10th day of June, 2026, by and between Ocean Capital Acquisition Corp, a British Virgin Islands business company (the “Company”), and SB Capital Holdings Corporation, a British Virgin Islands business company (“Purchaser”).

 

WHEREAS, the Company desires to sell to the Purchaser on a private placement basis (the “Offering”) an aggregate of 150,000 Units (the “Units”) of the Company, each Unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share, one redeemable warrant (the “Warrants”), each exercisable for one Class A ordinary share (the “Warrant Shares”), and one right (the “Rights”) to receive one Class A ordinary share (the “Rights Shares”) to be governed by the Rights Agreement (as defined herein), for a purchase price of $1,500,000, or $10.00 per Unit.

…

June 8, 2026

 

FORM OF LETTER AGREEMENT

 

Ocean Capital Acquisition Corporation

1209 Orange St.

Wilmington, DE 19801

 

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 or proposed to be entered into by and between Ocean Capital Acquisition Corporation, a British Virgin Islands company (the “Company”), and Alliance Global Partners, as representative (the “Representative”) of the other underwriters named on Schedule A to the Underwriting Agreement (if any) (the Representative and such other underwriters being collectively referred to herein as the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 11,500,000 of the Company’s units (“Units”) (including up to 1,500,000 Units that may be purchased to cover over-allotments, if any), each comprised of one ordinary share of the Company, $0.0001 par value (each, an “Ordinary Share”), one redeemabl

…