Browse EX-10 agreements

Securities Purchase Agreement - Confidential

SECURITIES PURCHASE AGREEMENT

dated as of August 10, 2026

by and among

COBALT PACIFIC HOLDINGS LTD.

as Seller

XMAX INC.

as Purchaser

and

AERORA TECHNOLOGY CO., LTD.

as the Company (acknowledging party)

RECITALS

WHEREAS, Aerora Technology Co., Ltd., a Cayman Islands exempted company (the “Company”), has an authorized share capital of US$50,000.00 divided into 500,000,000 ordinary shares of a par value of US$0.0001 each (the “Ordinary Shares”), of which 14,035,650 Ordinary Shares are issued and outstanding as of the date hereof;

WHEREAS, Cobalt Pacific Holdings Ltd. (the “Seller”) is the registered and beneficial owner of 690,000 Ordinary Shares in the capital of the Company, represented by Share Certificate No. 14;

WHEREAS, XMax Inc. (the “Purchaser”) desires to purchase from the Seller, and the Seller desires to sell to the Purchaser, 561,426 Ordinary Shares (the “Shares”) on the terms and conditions set forth in this Agreement;

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AMENDMENT NO. 3 TO CREDIT AGREEMENT (CASH FLOW)

This AMENDMENT NO. 3 TO CREDIT AGREEMENT (CASH FLOW) (this “Amendment”), dated as of August 11, 2026, is by and among (1) WORKHORSE GROUP INC., a Nevada corporation (“Borrower”), (2) the Guarantors (as defined below) party hereto and (3) MOTIVE GM HOLDINGS II LLC (“Lender”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement (as defined below).

WITNESSETH

A.    The Borrower, each Subsidiary of the Borrower from time to time party thereto (the “Guarantors”), and the Lender are parties to that certain Credit Agreement (Cash Flow) dated as of December 15, 2025 (as amended prior to the date hereof, the “Existing Credit Agreement”, and as amended by this Amendment and as may be further amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”).

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THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER MAY NOT OFFER, SELL, TRANSFER, ASSIGN, PLEDGE, HYPOTHECATE, OR OTHERWISE DISPOSE OF OR ENCUMBER SUCH SECURITIES EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PROSPECTUS UNDER THE SECURITIES ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAW, RESPECTIVELY, OR WITH AN EXEMPTION FROM SUCH REGISTRATION OR PROSPECTUS REQUIREMENT.

COMMON STOCK PURCHASE WARRANT

WORKHORSE GROUP INC.

Warrant Shares: 750,000								Initial Exercise Date: [_____]

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August 7, 2026

OceanLight Acquisition Corporation

1185 6th Avenue, 3rd Fl.

New York, NY 10036

Ladies and Gentlemen:

OceanLight Acquisition Corporation (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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INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August 7, 2026, by and between OceanLight Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Becky Fallon (“Indemnitee”).

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations 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 corporations;

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;

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August 7, 2026

OceanLight Acquisition Corporation

1185 6th Avenue, 3rd Floor

New York, NY 10036

Polaris Advisory Partners LLC

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 OceanLight 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 ordin

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SHARE ESCROW AGREEMENT

SHARE ESCROW AGREEMENT, dated as of August 7, 2026 (the “Agreement”), by and among OCEANLIGHT ACQUISITION CORPORATION, a Cayman Islands exempted company (the “Company”), OCEANLIGHT CAPITAL SPONSOR LTD.(the “Sponsor”), the shareholders of the Company listed on Exhibit A hereto (together with Sponsor and any permitted transferee of the Sponsor or such shareholders after the date hereof in accordance with the terms hereof being referred to as, the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (the “Escrow Agent”).

WHEREAS, the Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination (a “Business Combination”) with one or more businesses or entities.

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Administrative Services Agreement

This Administrative Service Agreement (the “Agreement”) dated August 7, 2026, is between OceanLight Capital Sponsor Ltd., herein referred to as “Service Provider” and OceanLight Acquisition Corporation, herein referred to as “Customer”.

Service Provider has agreed to provide services to the Customer on the terms and conditions set out in this Agreement, while Customer is of the opinion that Service Provider has the proper and necessary qualifications, experience and abilities to provide services to Customer.

Therefore in consideration of the matters described above, the receipt and sufficiency of which consideration is hereby acknowledged, the Customer and the Service Provider agree as follows:

	1.	Scope of Work

The Service Provider is to provide the Customer with the following services (the “Services”): general and administrative services, including office space, administrative and support services, as may be reasonably required by the Company.

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 7, 2026, is made and entered into by and among OceanLight Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and OceanLight Capital Sponsor Ltd., a British Virgin Island (“BVI”) business company (the “Sponsor”)(the Sponsor together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).

RECITALS

WHEREAS, the Sponsor and certain other Holders (if any) collectively own an aggregate of 4,933,500 Ordinary Shares (the “Founder Shares”), par value $0.0001 per share (the “Ordinary Shares”), of the Company, issued prior to the date hereof in a private placement and pursuant to certain transfers;

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INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August 7, 2026, by and between OceanLight Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Daniel M. McCabe (“Indemnitee”).

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations 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 corporations;

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;

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Investment Management Trust Agreement

This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 7th, 2026 by and between OceanLight Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1, No. 333-296802 (the “Registration Statement”), for its initial public offering of Company’s units (the “Units”), each of which consists of one ordinary share, par value $0.0001 per share (the “Ordinary Shares”), one redeemable warrant, and one right to receive one-fourth (1/4) of one Ordinary Share upon the consummation of the Company’s 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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INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August 7, 2026, by and between OceanLight Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Sean Michael Deegan (“Indemnitee”).

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations 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 corporations;

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;

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