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TERMS AND CONDITIONS OF THE SUBSCRIPTION WARRANTS – SERIES 4

SUBSCRIPTION WARRANTS

Terms and Conditions of the Subscription Warrant – Single Series

 

1.       Issuer. Azul S.A., a corporation, duly registered with the Brazilian Securities and Exchange Commission (“CVM”) under No. 02411-2, with its head office in the city of Barueri, State of São Paulo, at Avenida Marcos Penteado de Ulhôa Rodrigues, No. 939, 8th floor, Ed. Jatobá, Condomínio Castelo Branco Office Park, Tamboré, ZIP Code 06.460-040, enrolled with the National Corporate Taxpayers’ Registry under No. 09.305.994/0001-29 (“Azul” or the “Company”).

 

2.       Purpose. Each subscription warrant will grant its holder the right to subscribe for the number of New Shares (as defined below) during the Exercise Period (defined below), upon payment of the Exercise Price (defined below), in accordance with the terms and conditions for such exercise (“Subscription Warrant”).

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CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

GLOBAL AGREEMENT FOR PURCHASE OF RENTAL AND SERVICES a - Xi/AN GOWell Petroleum Equipment Co., Ltd. - Global - Purchase of Rental and Wellsite Services - 09-01-2021 between SCHLUMBERGER TECHNOLOGY CORPORATION and SCHLUMBERGER CANADA LTD. and XI'AN GOWELL PETROLEUM EQUIPMENT CO., LTD FOR Rental of Tools and Associated Services Page 1 of 65

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EXECUTIVE EMPLOYMENT AGREEMENT

 

This Executive Employment Agreement (the “Agreement”) is made and entered into on [   ] by and among GOWell Energy Technology, a Cayman Islands exempted company (“Company”), GOWell Technology Limited, a Cayman Islands exempted company (“Subsidiary”), and [Executive] (the “Executive”).

 

W I T N E S S E T H:

WHEREAS, the Executive currently provides services to the Subsidiary and its direct and indirect subsidiaries as its [     ];

WHEREAS, in connection with a business combination transaction between and among the Company, Subsidiary, Inflection Point Acquisition Corp. V (formerly known as Maywood Acquisition Corp.), a Cayman Islands exempted company (the “SPAC”), IPCV Merger Sub Limited, a Cayman Islands exempted company (“Merger Sub”) and certain other parties thereto (the “Transaction”), the Company desires to employ Executive, and Executive desires to be employed, on the terms and conditions set forth in this Agreement;

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CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. 

CONTRACT 3f•Tgaz - 20a Ashgabat c. 0 . .202a State Concern " 4 ’urkinengas" (Turkmenistan), hereinafter refei red to as the "Biiyc • r . " represeiitod by the State Minister of Turkmenistan - acting based on the gRe latiu ons on lhe concern on the one hand arid ltte company «GOWeIl Oilfield Technology FZE» ( tlA E) . lsereinaft acs e t h represented by the companys acting based on the Charter on thC other hand . collectively hereinafter referred to as the "Parties . " have entered into this Contract as follows : 1. SUBJECT OF THE CONTRACT I . l . Under this ContrSCt . tllC "S«ller" sells and the "Buyer" buys on DAP tend s (Incoterms 2020 ) the destination in accordance with clause I . 2 . ufthis Contract products, hereinafter relfirred to as "Products . " in accordance with the description, quantity, technical conditions and prices spuvified in the Specification

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FORM OF

RESTRICTED STOCK AWARD AGREEMENT

Granted by

MARATHON BANCORP, INC.

under the

MARATHON BANCORP, INC.

2026 EQUITY INCENTIVE PLAN

This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2026 Equity Incentive Plan (the “Plan”) of Marathon Bancorp, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement.  A copy of the Plan and related prospectus have been provided or made available to each person granted a Restricted Stock Award pursuant to the Plan.  The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Compensation Committee (the “Committee”) or the Board of Directors will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted

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FORM OF

INCENTIVE STOCK OPTION

Granted by

MARATHON BANCORP, INC.

under the

MARATHON BANCORP, INC.

2026 EQUITY INCENTIVE PLAN

This incentive stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2026 Equity Incentive Plan (the “Plan”) of Marathon Bancorp, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement.  A copy of the Plan and related prospectus have been provided or made available to each person granted a stock option pursuant to the Plan.  The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Compensation Committee (the “Committee”) or the Board of Directors will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns.  Except where the context otherwise requires, the te

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FORM OF

NON-QUALIFIED STOCK OPTION

Granted by

MARATHON BANCORP, INC.

under the

MARATHON BANCORP, INC.

2026 EQUITY INCENTIVE PLAN

This non-qualified stock option agreement (“Option” or “Agreement”) is and will be subject in every respect to the provisions of the 2026 Equity Incentive Plan (the “Plan”) of Marathon Bancorp, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement.  A copy of the Plan and related prospectus have been provided or made available to each person granted a stock option pursuant to the Plan.  The holder of this Option (the “Participant”) hereby accepts this Option, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Compensation Committee (the “Committee”) or the Board of Directors will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns.  Except where the context otherwise requires

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SHARE PURCHASE AGREEMENT

 

This Share Purchase Agreement (this “Agreement”) is made and entered into as of June 8, 2026 by and among Shengshi International Group Inc., a Cayman Islands exempted company (the “Purchaser”), Juxing Investment Group (Hong Kong) Limited, a Hong Kong company (“Juxing” or the “Target”), and Baiya International Group Inc., a Cayman Islands exempted company (“Baiya” or the “Seller”). The Purchaser, the Target and the Seller are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.

RECITALS:

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June 2, 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 Share, and one right (“Right”) to receive one-fourth (1/4)

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INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 2, 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. Securities and Exchange Commission;

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INDEMNITY AGREEMENT

 

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 2, 2026 by and between Aeon Acquisition I Corp., a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).

 

RECITALS

 

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, persons who serve the Company and its direct and indirect subsidiaries (collectively, the “Company Group”) to the fullest extent permitted by applicable law and the Charter (as defined below);

 

WHEREAS, this Agreement is a supplement to and in furtherance of the Amended and Restated Memorandum and Articles of Association (the “Charter”) of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;

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REGISTRATION RIGHTS AGREEMENT

 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 2, 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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