Browse EX-10 agreements

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (this “Agreement”) is entered into as of [the Closing Date] (the “Effective Date”) by and between CubeBio Holdings Limited, a corporation organized under the laws of the Cayman Islands (the “Company”), and [_________________,] an individual (the “Executive”).

W* I T N E S S E T *H

**WHEREAS, **the Company is a Cayman Islands exempted company limited by shares that will be the post-closing public holding company following the business combination between Mountain Crest Acquisition Corp. V and CubeBio Co., Ltd. (the “Business Combination”); and

WHEREAS, the Company desires to employ the Executive as one of its executive officers in the position of [Title], reporting to [reporting to], and the Company and the Executive desire to enter into this Agreement to set forth the terms of the Executive’s employment with the Company; and

…

SPONSOR SUPPORT AGREEMENT

This SPONSOR SUPPORT AGREEMENT (this “Agreement”) between CubeBio Co., Ltd., a corporation (“chusik hoesa”) organized under the laws of the Republic of Korea (the “Company”), Mountain Crest Global Holdings LLC, a [Delaware] limited liability company (the “Sponsor”), and Mountain Crest Acquisition Corp. V, a Delaware corporation (the “Mountain Crest” together with the Company and the Sponsor, each a “Party” and together the “Parties”) is dated [●], 2026 (the “Signing Date”).

BACKGROUND

…

KOREA ADMINISTRATIVE SCRIVENERS & CERTIFIED PUBLIC TRANSLATORS’ ASSOCIATION Korea Translators Administrative Scrivener Number of issue: 47254 CERTIFICATE OF TRANSLATION Transaction Agreement Title of Document (Description of Service) CUBEBIO Co., Ltd. Name of Customer I, GI CHOUL, CHOI, signed below, HEREBY CERTIFY that the attached documents were prepared and translated by myself at the request of the person named above and that the translation is true and accurate to the original document . The translated document(s) submitted to you (agency) is/are accurately and fairly authorized translation(s) according to the Official Translation Administrative Office of the Republic of Korea’s Licensed Administrative Agent Act (Item 3 and 4 , Paragraph 1 , Article 2 ) . A Registered Public Translator is authorized to translate foreign/Korean documents submitted to and from foreign/Korean Government Offices and its relevant authorities from foreign languages to Korean and vice versa . We hereby issue Certificate of Translation pursuant to Korea’s Licensed Administrative Agent Act (Paragraph 2 ,

…

FORM OF

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) between (i) CubeBio Holdings Limited, a Cayman Islands exempted company limited by shares (“PubCo”), (ii) Mountain Crest Acquisition Corp. V, a Delaware corporation (“Mountain Crest”), (iii) Mountain Crest Global Holdings LLC, a Delaware limited liability company and the sponsor of Mountain Crest (the “Sponsor”), (iv) certain holders of Mountain Crest listed under Legacy Mountain Crest Holders on the signature page (each a “Legacy Mountain Crest Holder” and collectively, the “Legacy Mountain Crest Holders”), (v) each of the undersigned parties that were former shareholders of CubeBio Co., Ltd., a Korean chusik hoesa listed under “Holder” on the signature page (each such party to this Agreement and any person or entity who later becomes a party to this Agreement under Section 5.2, a “Holder” and collectively the “Holders”) is dated [●], 2026 (the “Signing Date”).

BACKGROUND

…

Certain identified information has been excluded from this exhibit because it is both

(i) not material and (ii) the type of information that Cubebio Holdings Limited

customarily and actually treats as private or confidential.

The omitted information is indicated in this exhibit by [***].

Exhibit 10.16

Quality Assurance Agreement, dated May 27, 2025,

by and between CubeBio Co., Ltd. and TOYOBO Co., Ltd.

Quality Assurance Agreement

This Agreement entered into as of May 27, 2025 (hereafter the Effective Date), between CUBEBIO Co., Ltd., having its registered office at** **8F HYHILL Bldg, Digital-ro 10-gil 9, Geumcheon-gu, Seoul, Republic of Korea (It is called as “CUBEBIO” hereinafter.) and TOYOBO Co.,Ltd., a corporation having its principal place of business at 1-13-1 Umeda, Kita-ku, Osaka 530-0001, Japan (It is called as “TOYOBO” hereinafter.) enter into the agreement on the basic matters for the production and supply of the Products.

Article 1. Objective

…

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION HAS BEEN MARKED AS “[REDACTED]”.

Confidential	Execution Version

D****ated 11 September 2026

CADELER PLC
as Borrower

DNB BANK ASA
as Mandated Lead Arranger

with

DNB BANK ASA
as Agent

**DNB BANK ASA
as Security Agent **

THE BANKS AND FINANCIAL INSTITUTIONS LISTED IN SCHEDULE 1
as Original Lenders

BRIDGE FACILITY AGREEMENT FOR A LOAN FACILITY OF
up to €220,000,000

Contents

Clause	Page

…

Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K on the basis that the Registrant customarily and actually treats that information as private or confidential and the omitted information is not material. Information that has been omitted has been noted in this document with a placeholder identified by the mark “[***]”.

**GRAND PORT MARITIME DE DUNKERQUE **

*****

**WESTERN PORT **

*****

**Amendment No. 2 to the **

**Protocol of Agreement **

Promise to enter into Construction Lease(s)

dated August 30, 2023

**PROLOGIUM **

*****

---

DLI N°1002970

Between the undersigned:

GRAND PORT MARITIME DE DUNKERQUE, having its registered office at DUNKERQUE (59140), Terre-Plein Guillain.

Hereinafter referred to as “DUNKERQUE-PORT”.

…

FIRST Amendment

**to **

BCA Note AND NOTE PURCHASE AGREEMENT

This First Amendment to BCA Note and Note Purchase Agreement (this “Amendment”), effective as of July 1, 2026, is by and between Mkango Rare Earths Limited (formerly Lancaster Exploration Limited), a British Virgin Islands company (the “Company”), and First Mile Pref Fund II LLC, a Delaware limited liability company (the “Investor”).

** **

Recitals

** **

Whereas, the Company executed and delivered to the Investor that certain BCA Note, dated July 2, 2025 (as the same has been and may from time to time further be amended, modified, supplemented or restated, the “BCA Note”) pursuant to that certain Note Purchase Agreement, dated as of June 2, 2025 (the “Note Purchase Agreement”), a copy of which is attached hereto as Exhibit A; and

** **

Whereas, the parties have agreed to amend the BCA Note and Note Purchase Agreement as more fully set forth below.

** **

Agreement

** **

…

** **

DATED	2026

** **

****MKANGO RESOURCES LTD.

and

MKANGO RARE EARTHS LIMITED

** **

and

MKANGO POLSKA SP. Z O.O.

and

MKANGO RARE EARTHS LIMITED

** **

---

** **

OFFTAKE ARRANGEMENT AGREEMENT

** **

** **

TABLE OF CONTENTS

** **

---

…

amendMENT No. 1

to THE

SPONSOR SUPPORT AGREEMENT

______________

This AMENDMENT NO. 1 (this “Amendment”), dated as of September 2, 2026, amends the Sponsor Support Agreement, dated as of July 2, 2025 (as amended and including all exhibits and schedules thereto, the “Sponsor Support Agreement”), by and among (i) Crown PropTech Acquisitions (“SPAC”), (ii) CIIG Management III LLC, a Delaware limited liability company (“Sponsor”), (iii) the undersigned investors in SPAC (the “Investors”, and together with Sponsor, the “SPAC Holders”), (iv) Lancaster Exploration Limited, a company incorporated under the laws of the British Virgin Islands (“Lancaster BVI”, and from and after the Closing, “PubCo”), (v)  Mkango Polska s.p. Z.o.o., a company organized under the laws of Poland (“MKA Poland”), (vi) Mkango ServiceCo UK Limited, a company organized under the laws of England (“Mkango ServiceCo”), and (vii) MKA Exploration Limited, a company incorporated under the laws of the British Virgin Islands (“MKA BVI”, and together with Lancaster BVI, MKA Poland an

…

** **

Amendment

**to **

FORM F-4 Note

This Amendment to Form F-4 Note (this “Amendment”), effective as of August 13, 2026, is by and between Mkango Rare Earths Limited, a British Virgin Islands company (the “Company”), and CIIG Management III, LLC, a Delaware limited liability company (the “Investor”).

** **

Recitals

** **

Whereas, the Company executed and delivered to the Investor that certain Form F-4 Note, dated February 13, 2026, attached hereto as Exhibit A (as the same has been and may from time to time further be amended, modified, supplemented or restated, the “F-4 Note”) pursuant to that certain Note Purchase Agreement, dated as of June 2, 2025 (the “Note Purchase Agreement”); and

** **

Whereas, the parties have agreed to amend the F-4 Note as more fully set forth below.

** **

Agreement

** **

Now, Therefore, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

** **

…

…