Browse EX-10 agreements

Exhibit 10.5(a)

FIRST AMENDMENT TO SUBSCRIPTION AGREEMENT

This First Amendment (“First Amendment”) to the Subscription Agreement (as defined below) is made and entered into as of May 28, 2026, by and between Futurewave Capital Solutions Limited, a British Virgin Islands business company (the “Subscriber”) and Futurewave Acquisition Corporation, a Cayman corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Subscription Agreement.

WHEREAS, Subscriber and the Company entered into that certain Subscription Agreement dated as of March 9, 2026 in the form attached hereto as Exhibit A (the “Original Agreement”);

WHEREAS, the parties now desire to amend the Original Agreement on the terms and conditions set forth herein; and

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[   ], 2026

Futurwave Acquisition Corp.

1185 6th Avenue, Suite 304

New York, NY 10036

Ladies and Gentlemen:

FutureWave 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.

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[     ], 2026

Futurewave Acquisition Corporation

1185 6th Avenue, 3rd Floor

New York, NY 10036

Polaris Advisory Partners

a division of Kingswood Capital Partners LLC

5900 Balcones Drive, Suite 100

Austin, TX 78731

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 Futurewave Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Polaris Advisory Partners, (the “Representative”) as representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, $0.0001 par value per share (the “Shares”), one redeemable warrant, and one right. Each right entitles the holder thereof to receive one-fourth (1/4) of one ordinary share upon the

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Bidding Form

[_________]1

To:		Peabody Energy Corporation 701 Market Street St. Louis, Missouri 63101-1826
From:		[__________]
Re:		[Base]2[Additional]3 Capped Call Transaction
Ref. No:		[__________]4
Date:		[__], 2026

Dear Ladies and Gentlemen:

The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the “Transaction”) between [___________] (“Dealer”)[, represented by [_________] (“Agent”) as its agent,] and Peabody Energy Corporation (“Counterparty”). This communication constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.

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NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal Amount: $130,000.00	Issue Date: May 22, 2026
Actual Amount of Purchase Price: $117,000.00

PROMISSORY NOTE

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THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” FOR U.S. FEDERAL INCOME TAX PURPOSES. THE ISSUER WILL MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE: (1) THE ISSUE PRICE AND ISSUE DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE, (3) THE YIELD TO MATURITY OF THE NOTE, AND (4) ANY OTHER INFORMATION REQUIRED TO BE MADE AVAILABLE BY U.S. TREASURY REGULATIONS UPON RECEIVING A WRITTEN REQUEST FOR SUCH INFORMATION AT THE FOLLOWING ADDRESS: 12818 SW 8TH ST., UNIT #2008, MIAMI, FL, 33184.

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FEE-IN-LIEU OF AD VALOREM TAXES AND INCENTIVES AGREEMENT

BY AND AMONG

CHEROKEE COUNTY, SOUTH CAROLINA

AND

USA RARE EARTH, INC.

JUNE 1, 2026

TABLE OF CONTENTS

		Page
Article I
DEFINITIONS
Section 1.1	Terms.	3
Article II
REPRESENTATIONS AND WARRANTIES
Section 2.1	Representations of the County.	5
Section 2.2	Representations of the Company.	5
Section 2.3	Representations of the Sponsor Affiliates.	6
Article III
FILOT PAYMENTS
Section 3.1	Negotiated Payments.	6
Section 3.2	FILOT Payments on Replacement Property.	8
Section 3.3	Reductions in Payments of Taxes Upon Removal, Condemnation or Casualty.	8
Section 3.4	Place and Allocation of FILOT Payments.	8
Section 3.5	Removal of Property.	8

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Confidential portions of this exhibit have been omitted because they are both (i) not material and (ii) are the type of information that the registrant treats ad private or confidential. The redacted terms have been marked at the appropriate place with “[XXX].”

LEASE AGREEMENT

BETWEEN

TC LIBERTY DEVELOPMENT, LLC,

AS LANDLORD, AND

USA RARE EARTH, INC.,

AS TENANT

Bear Den ROAD Blacksburg, South Carolina

		Bear Den Road
		Blacksburg, SC

BASIC LEASE INFORMATION

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Exhibit 10.1

	Date:	June 1, 2026

	To:	Live Oak Acquisition Corp. V, a Cayman Islands exempted company (“LOAC”); following the Business Combination (as defined below), to Teamshares Inc., a Delaware corporation, which will result from the redomestication of LOAC to Delaware (collectively, the “Counterparty”).

	Address:	Live Oak Acquisition Corp. V 4921 William Arnold Road Memphis, Tennessee 38117 Attn: Richard Hendrix

	From:	HB Strategies LLC (the “Seller”)

	Re:	Prepaid Share Forward

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Exhibit 10.1

	Date:	June 1, 2026

	To:	Live Oak Acquisition Corp. V, a Cayman Islands exempted company (“LOAC”); following the Business Combination (as defined below), to Teamshares Inc., a Delaware corporation, which will result from the redomestication of LOAC to Delaware (collectively, the “Counterparty”).

	Address:	Live Oak Acquisition Corp. V 4921 William Arnold Road Memphis, Tennessee 38117 Attn: Richard Hendrix

	From:	HB Strategies LLC (the “Seller”)

	Re:	Prepaid Share Forward

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Exhibit 10.8

TERMINATION BENEFITS AGREEMENT

THIS AGREEMENT is made as of this 25th day of November, 2024,

BETWEEN:

HIVE DIGITAL TECHNOLOGIES LTD., a corporation incorporated under the laws of the Province of British Columbia, Canada (hereafter called "HIVE" or the "Corporation")

• and -

GABRIEL IBGHY (hereafter called the "Staff Member", and together with the Corporation, the "Parties" and each a "Party"),

WHEREAS:

A. HIVE and the Staff Member entered into an agreement between the Staff Member and the Corporation (the "Staff Agreement");

B. HIVE wishes to amend the terms of the Staff Agreement in order to provide to the Staff Member certain enhanced benefits from HIVE as set out in more detail herein, in the event of the termination of the Staff Agreement as a result of a Change of Control (as that term is defined below);

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Exhibit 10.7

TERMINATION BENEFITS AGREEMENT

THIS AGREEMENT is made as of this 25th day of November, 2024,

BETWEEN:

HIVE DIGITAL TECHNOLOGIES LTD., a corporation incorporated under the laws of the Province of British Columbia, Canada (hereafter called "HIVE" or the "Corporation")

• and -

JOHANNA THORNBLAD (hereafter called the "Staff Member", and together with the Corporation, the "Parties" and each a "Party"),

WHEREAS:

A. HIVE and the Staff Member entered into an agreement between the Staff Member and the Corporation (the "Staff Agreement");

B. HIVE wishes to amend the terms of the Staff Agreement in order to provide to the Staff Member certain enhanced benefits from HIVE as set out in more detail herein, in the event of the termination of the Staff Agreement as a result of a Change of Control (as that term is defined below);

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