Browse EX-10 agreements

SECURITY AGREEMENT

This Security Agreement (the “Agreement”) is made as of this 29th day of May, 2026 by and between Thunder Power Holdings. Inc., a Delaware corporation, having a place of business at 221 W 9th St #848, Wilmington, Delaware 19801 (“Grantor”) and Wellen Sham and Ling Houng Sham (whose name also appears in certain promissory notes as “Sham Ling Houng” and “Mrs. Ling Houng Sham”) (together, “Secured Parties”).

WHEREAS, the Grantor has executed and delivered to Secured Parties certain promissory notes and other obligations listed on Schedule A attached hereto, as the same may be amended, restated, extended, supplemented or otherwise modified from time to time, including by any allonge (collectively, together with all other obligations of Grantor and its Affiliates to either or both Secured Parties, the “Secured Obligations”);

WHEREAS, the Grantor has agreed to secure the Secured Obligations as further set forth herein;

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AMENDMENT AGREEMENT

This Amendment Agreement (the “Agreement”) is made and entered into as of November 25, 2025, by and among Thunder Power Holdings Inc. (“TPEV”) and certain shareholders of Electric Power Technology Limited, a company incorporated and publicly listed in Taiwan (the “TW Company Shareholders”).

RECITALS:

WHEREAS, on December 19, 2024, TPEV and the TW Company Shareholders entered into a Share Exchange Agreement (the “SEA”), pursuant to which the TW Company Shareholders agreed to exchange their shares in TW Company for common stock of TPEV (the “Transaction”);

WHEREAS, on February 10, 2025, TPEV and the TW Company Shareholders executed Amendment No. 1 to the SEA (the “Amendment No. 1”), which updated certain terms of the SEA, including the exchange ratio and the total number of shares to be issued in connection with the Transaction;

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INDEX OF PROMISSORY NOTES, AMENDMENT AND RELATED ALLONGES

A.        Promissory Notes and Related Allonges

Order	Filing description	**Ordering **
1	Promissory Note dated January 13, 2025; Note No. TPH 1.05; U.S. $100,000; payable to Wellen Sham.

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STOCK PLEDGE AGREEMENT

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**THIS STOCK PLEDGE AGREEMENT **(“Agreement”) is made as of May 29, 2026, between Thunder Power AI Subsidiary, Inc. (f/k/a Feutune Light Merger Sub, Inc. and successor by merger to Thunder Power Holdings Limited (BVI)), a Delaware corporation (the “Pledger”), in favor of Wellen Sham (“Wellen”) and Ling Heung Sham (a/k/a Sham Ling Houng) (“Mrs. Sham”) and, together with Wellen, the “Pledgees”).

W I T N E S S E T H:

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**WHEREAS, **Pledger and Thunder Power Holdings, Inc., a Delaware corporation (“TPHI”) are indebted to and obligated to pay and perform in favor of the Pledgees under certain promissory notes, allonges and related instruments, as amended from time to time, together with fees, costs, expenses and other amounts payable in connection therewith (collectively, the “Secured Obligations”) as further defined herein; and

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AMENDMENT AGREEMENT

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This Amendment Agreement (the “Agreement”) is made and entered into as of June 27, 2025, by and among Thunder Power Holdings Inc. (“TPEV”) and certain shareholders of Electric Power Technology Limited, a company incorporated and publicly listed in Taiwan (the “TW Company Shareholders”)

RECITALS:

WHEREAS, on December 19, 2024, TPEV and the TW Company Shareholders entered into a Share Exchange Agreement (the “SEA”), pursuant to which the TW Company Shareholders agreed to exchange their shares in TW Company for common stock of TPEV (the “Transaction”);

WHEREAS, on February 10, 2025, TPEV and the TW Company Shareholders executed Amendment No. 1 to the SEA (the “Amendment No. 1”), which updated certain terms of the SEA, including the exchange ratio and the total number of shares to be issued in connection with the Transaction;

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	EXHIBIT 10.11

EXECUTED VERSION

CERTAIN INFORMATION CONTAINED IN THIS AGREEMENT HAS BEEN OMITTED BY MEANS OF REDACTING A PORTION OF THE TEXT AND REPLACING IT WITH [***] BECAUSE IT IS BOTH: (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT

This AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT, dated as of September 3, 2026 (this “Agreement”), is entered into among the undersigned in connection with that certain LOAN AND SECURITY AGREEMENT, dated as of September 4, 2024 (the “Loan Agreement”) (as amended by Amendment No. 1 to the Loan Agreement, dated as of December 18, 2025), by and among KLOECKNER METALS SERVICE CENTERS DE MEXICO, S. DE R.L. DE C.V. (the “Borrower”), KLOECKNER SPECIALTY METALS DE MEXICO, S. DE R.L. DE C.V. (the “Guarantor”), the financial institutions party thereto from time to time as Lenders, BANCO SANTANDER MÉXICO, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO SANTANDER MÉXICO, as the Administ

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	EXHIBIT 10.6

EXECUTION VERSION

CERTAIN INFORMATION CONTAINED IN THIS AGREEMENT HAS BEEN OMITTED BY MEANS OF REDACTING A PORTION OF THE TEXT AND REPLACING IT WITH [***] BECAUSE IT IS BOTH: (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Debrunner Koenig AG

Credit Agreement

Syndicated Loan

CHF 200,000,000

(with an increase option of CHF 50,000,000)

January 7, 2025

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TABLE OF CONTENTS

Section Title Page

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	EXHIBIT 10.8

Execution Version

FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT

ThisFIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this“Amendment”) is dated as of December 19, 2022, and is by and among KLOECKNER METALS CORPORATION, a Delaware corporation (“Kloeckner Metals”), KLÖCKNER USA HOLDING INC., a Delaware corporation (“Klöckner USA”), KLOECKNER METALS P.R., INC., a Delaware corporation (“Kloeckner Metals P.R.”) and CALIFORNIA STEEL AND TUBE, LLC, a Delaware limited liability company (“California Steel”; together with Kloeckner Metals, Klöckner USA, Kloeckner Metals P.R. and California Steel, each, a “Borrower” and, collectively, the “Borrowers”), the Lenders identified on the signature pages hereof, and BANK OF AMERICA, N.A., a national banking association, as administrative agent for the Lenders (in that capacity, “Agent”).

RECITALS:

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	EXHIBIT 10.7

EXECUTION VERSION

FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT

This FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of July 14, 2022, and is by and among KLOECKNER METALS CORPORATION, a Delaware corporation (“Kloeckner Metals”), KLÖCKNER USA HOLDING INC., a Delaware corporation (“Klöckner USA”), KLOECKNER METALS P.R., INC., a Delaware corporation (“Kloeckner Metals P.R.”) and CALIFORNIA STEEL AND TUBE, LLC, a Delaware limited liability company (“California Steel”; together with Kloeckner Metals, Klöckner USA, Kloeckner Metals P.R. and California Steel, each, a “Borrower” and, collectively, the “Borrowers”), the Lenders identified on the signature pages hereof, and BANK OF AMERICA, N.A., a national banking association, as administrative agent for the Lenders (in that capacity, “Agent”).

RECITALS:

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	EXHIBIT 10.10

EXECUTIVE VERSION

AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT

This AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT, dated as of December 18, 2025 (this “Agreement”), is entered into among the undersigned in connection with that certain LOAN AND SECURITY AGREEMENT, dated as of September 4, 2024 (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), by and among KLOECKNER METALS SERVICE CENTERS DE MEXICO, S. DE R.L. DE C.V. (the “Borrower”), KLOECKNER SPECIALTY METALS DE MEXICO, S. DE R.L. DE C.V. (“Specialty Metals”) and NAFLEX, S. DE R.L. DE C.V. (“Naflex” and, together with Specialty Metals, each a “Guarantor” and, collectively, the “Guarantors”), the financial institutions party thereto from time to time as Lenders, BANCO SANTANDER MÉXICO, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO SANTANDER MÉXICO, as the Administrative Agent and Collateral Agent (in such capacities, the “Agent”), and HSBC MÉXICO, S.A., INS

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	EXHIBIT 10.12

EXECUTION COPY

Dated 8 May 2026

KLÖCKNER RECEIVABLES FUNDING DAC

as Purchaser

KLÖCKNER & CO SE

as Klöckner, Master Servicer, Performance Guarantor, Registrar and Custodian

KLOECKNER METALS GERMANY GMBH

as Remaining Seller

COMMERZBANK AKTIENGESELLSCHAFT

as Remaining Co-Funder

ELEKTRA PURCHASE NO. 46 DAC OPUSALPHA PURCHASER LIMITED

as Exiting Co-Funders

LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE UNICREDIT BANK GMBH

as Exiting Sponsor Banks

UNICREDIT BANK GMBH

as Exiting Administrative Agent

COMMERZBANK AKTIENGESELLSCHAFT

as Incoming Administrative Agent and

CSC TRUSTEES GMBH

as Security Trustee

EXIT AND

AMENDMENT AND RESTATEMENT AGREEMENT

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	EXHIBIT 10.14

Worthington Steel, Inc. Severance Plan

for Executives

Plan Document
and Summary Plan Description

Worthington Steel, Inc.

Effective Date: October 6, 2026

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Table of Contents

Important Information	3
Plan Effective Date	3
Eligibility for Participation	3
Severance Benefits Other than in Connection with a Change in Control	3
Severance Benefits in Connection with a Change in Control	5
Payment and Provision of the Severance Benefits	6
Termination of Participation	7

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