Browse EX-10 agreements

Exhibit 10.2

CONVERTIBLE PROMISSORY NOTE

$3,000,000.00	May 26, 2026 (“Issuance Date”)
Number: AEHL_2026-1

FOR VALUE RECEIVED, Antelope Enterprise Holdings Limited, an exempted company incorporated with limited liability under the laws of the British Virgin Islands (“Maker” or “Company”), hereby promises to pay to the order of Stratosphere Capital Management Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Investor”), or its registered assigns (collectively, “Holder”), at such place as Holder may from time to time direct, in lawful money of the United States of America, a principal sum of $3,000,000.00 (the “Principal Amount”) in accordance with the terms and provisions of this Convertible Promissory Note (this “Note”).

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Exhibit 10.1

NOTE PURCHASE AGREEMENT

This Note Purchase Agreement (the “Agreement”) is made and entered into as of May 24, 2026, by and among ANTELOPE ENTERPRISE HOLDINGS LIMITED, an exempted company incorporated with limited liability under the laws of the British Islands (the “Company”), whose class A ordinary shares, no par value per share (the “Ordinary Shares”), are listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the ticker “AEHL,” and STRATOSPHERE CAPITAL MANAGEMENT INC. (the “Purchaser”).

Recital

On the terms and subject to the conditions set forth herein, the Purchaser desires to purchase from the Company, and the Company desires to sell and issue to the Purchaser, a convertible promissory note in the aggregate original principal amount of $3,000,000.00.

Agreement

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FORM OF INDEMNIFICATION AGREEMENT

This Indemnification Agreement (“Agreement”) is made as of                      , 2026 by and between DPC Holdings Limited, a Bailiwick of Jersey company with registration number 130424 (the “Company”), and                   [a member of the board of directors][an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering indemnification and advancement.

RECITALS

WHEREAS, the board of directors of the Company (the “Board”) believes that highly competent persons have become more reluctant to serve publicly-held corporations as directors or officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification and advancement of expenses against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

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FORM OF REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of        , 2026 among DPC Holdings Limited (to be named DPC Holdings PLC, a Jersey, Channel Islands company, the “Company”), and each of the shareholders of the Company listed on Exhibit A hereto (the “Reporting Shareholders”), each of which holds, as of the date hereof, five percent (5%) or more of the Company’s Ordinary Shares. Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit B hereto.

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

Section 1    Demand Registrations.

(a)            Demand Requests for Registration Statements.

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Shareholder Director Nominee Agreement

This shareholder nominee agreement (this “Agreement”) is dated as of May 22, 2026, by and between DPC Holdings Limited (the “Company”), a Jersey, Channel Islands corporation, and J.F. Lehman & Company, LLC (together with its related investment funds. “JFL”), a Delaware limited liability company.

Recitals

WHEREAS, it is intended that there will be an initial public offering of ordinary shares of the Company (such shares, the “Ordinary Shares” and such initial public offering, the “Offering”) and listing of the Ordinary Shares on the New York Stock Exchange (the “NYSE”);

WHEREAS, as of the date hereof and upon the closing of the Offering, the Company’s board of directors (“Board”) consists of and will consist of 9 directors (the “Total Number of Directors”);

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PRIVATE & CONFIDENTIAL

Name

By Email

          , 2026

Dear Name,

Management Incentive Plan (“MIP”)

Capitalised terms used but not otherwise defined in this letter shall have the meanings given to them in the existing MIP Rules for Members (the “MIP Rules”).

We are writing to you in connection with your participation in the MIP. This letter, to be signed as a deed, constitutes a request for your consent, in your capacity as a Participant, to

	i)	a proposed variation to the MIP Rules when determining the amount of your MIP payment (the “Proposed Variation”) and

	ii)	commit to reinvest part of your MIP payment to buy Ordinary Shares when the company goes public (IPO). You’ll buy these shares at the set price through a special program (called a directed share program) run by one of the underwriters. This program is designed to help people purchase shares during the IPO.

Variation to the existing MIP Rules

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DPC Holdings Limited 2026 Equity Incentive Plan

ARTICLE I PURPOSE; EFFECTIVE DATE; TERM

1.1 Purpose. The name of the Plan is the DPC Holdings Limited 2026 Equity Incentive Plan (the “Plan”). The purposes of the Plan are to provide an additional incentive to selected officers, employees, non-employee directors, independent contractors, and consultants of the Company or its Affiliates (as hereinafter defined) whose contributions are essential to the growth and success of the business of the Company and its Affiliates, in order to strengthen the commitment of such persons to the Company and its Affiliates, motivate such persons to faithfully and diligently perform their responsibilities and attract and retain competent and dedicated persons whose efforts will result in the long-term growth and profitability of the Company and its Affiliates. To accomplish such purposes, the Plan provides that the Company may grant Stock Options.

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Jason Mays Mailed Electronically

February 21,2018

Dear Jason,

We are pleased to confirm the change to your role as Managing Director -Structural Castings to include responsibility for Bochum and Deritend. In this position you will continue to report directly to Ian Dunkinson, President - Cast Products.

This change is effective as of January 1, 2018. In connection with this change, your base annual salary will increase to $270,000 per year.

You will continue to be eligible to participate in the Company’s discretionary bonus scheme. This scheme is non-contractual and non-pensionable. The company reserves the right to amend this scheme from time to time. Under the present scheme, for 2018, payable in April 2019 if all conditions for payment are met, your bonus target will be 40% of your base salary, and your maximum potential bonus would be 80% of base salary. Documented guidelines for the 2018 scheme will be issued in due course.

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DATED19-Mar-24

(1) DONCASTERS LIMITED

(2) DAVID EGAN

SENIOR EXECUTIVE'S SERVICE AGREEMENT

Contents

	1.	DEFINITIONS AND INTERPRETATIONS	2

	2.	EMPLOYMENT	5

	3.	FREEDOM TO TAKE UP THE APPOINTMENT	5

	4.	TERM OF EMPLOYMENT	6

	5.	DUTIES OF THE EXECUTIVE	7

	6.	HOURS OF WORK	9

	7.	PLACE OF WORK	9

	8.	SALARY AND BONUS	9

	9.	EXPENSES	10

	10.	PENSION AND LIFE ASSURANCE	10

	11.	PRIVATE MEDICAL EXPENSES INSURANCE SCHEME	10

	12.	HOLIDAY	11

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Exhibit 10.4

SUBJECT TO CONTRACT

Dated10th February 2020

DONCASTERS LIMITED

MIKE QUINN

SERVICE AGREEMENT

London

99 Bishopsgate London EC2M 3XF (44) 020 7710 1000 (Tel) (44) 020 7374 4460 (Fax) www.lw.com

SERVICE AGREEMENT

THIS AGREEMENT is made on 10th February 2020

BETWEEN

	(1)	Doncasters Limited, a company registered in England with registered number 00321992 and having its registered office at Repton House, Bretby Business Park, Ashby Road, Burton Upon Trent, Staffordshire, England, DE 15 0YZ (the “Company”); and

	(2)	Mike Quinn, residing at [***] (the Executive)

BACKGROUND

The Company wishes to employ the Executive as Advisor for an initial period, and then Chief Executive Officer on the terms and conditions of this Agreement and the Executive wishes to accept such employment.

IT IS AGREED as follows:

	1.	DEFINITIONS AND INTERPRETATION

	1.1	Definitions

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Execution Version

AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of April 25, 2025 (this “Agreement”), is entered into by and among Alloy Parent Limited, a private company limited by shared incorporated in Jersey under the number 130426 (“Holdings”), Doncasters US Finance LLC, a Delaware limited liability company, Doncasters US LLC, a Delaware limited liability company (each as a “Borrower” and collectively, the “Borrowers”), each other Loan Party party hereto, the Term Lenders party hereto, GLAS USA LLC, as administrative agent for the Lenders (the “Administrative Agent”) and GLAS AMERICAS LLC, as collateral agent for the Lenders (the “Collateral Agent”).

RECITALS

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7 June 2024

GLAS USA LLC, as Administrative Agent for the Lenders party to the Credit Agreement referred to below C/O Global Loan Agency Services Limited 55 Ludgate Hill Level 1 West, London EC4M 7JW Attention: Transaction Management Group/Doncasters Tel: [***] Email: [***]

Re:	Amendment to Credit Agreement

Ladies and Gentlemen:

Reference is hereby made to that certain Credit Agreement, dated as of April 23, 2024 (as amended, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”) by and among Alloy Parent Limited, a private company limited by shares incorporated in Jersey under the number 130426 (“Holdings”), Doncasters US Finance LLC, a Delaware limited liability company (“Doncasters Finance”) and Doncasters US LLC, a Delaware limited liability company (“Doncasters”, and together with Doncasters Finance, each as a “Borrower” and collectively, the “Borrowers”), the Lenders party thereto, GLAS USA LLC, as administrative agent (the “Administrative Agent”) and GLAS Americas LLC, as

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