Browse EX-10 agreements

July 23, 2026

Pelican Acquisition II Corporation

1185 Avenue of the Americas, Suite 304

New York, NY 10036

Ladies and Gentlemen:

Pelican Acquisition II 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)”) and one right (“Right(s)”) entitling the holder thereof to receive 1/10th of one Ordinary Share upon the completion of an initial Business Combination.

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SHARE ESCROW AGREEMENT

SHARE ESCROW AGREEMENT, dated as of July 24, 2026 (the “Agreement”), by and among Pelican Acquisition II Corporation, a Cayman Islands exempted company (the “Company”), Pelican II Capital Solutions Limited (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 March 13, 2026, is between Pelican II Capital Solutions Limited, herein referred to as “Service Provider” and Pelican Acquisition II 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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INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 23, 2026, by and between Pelican Acquisition II Corporation, a Cayman Islands exempted company (the “Company”), and Robert Labbe (“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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July 23, 2026

Pelican Acquisition II Corporation

1185 Avenue of the Americas, Suite 349

New York, NY 10036

EarlyBirdCapital, Inc.

366 Madison Avenue

New York, New York 10017

	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 Pelican Acquisition II Corporation, a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc., (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”), and one right. Each right entitles the holder thereof to receive one-tenth (1/10) of one Share upon the consummation of an initial Business Combination. Ce

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INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 23, 2026, by and between Pelican Acquisition II 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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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 23, 2026, is made and entered into by and among Pelican Acquisition II Corporation, a Cayman Islands exempted company (the “Company”), Pelican II Capital Solutions Limited, a BVI limited liability company (the “Sponsor”), EarlyBirdCapital, Inc. (“EBC”, and the Sponsor, the Representative, 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 Section 5.2 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 hold an aggregate of 2,875,000 Ordinary Shares, par value $0.0001 per share (the “Founder 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 July 23, 2026, by and between Pelican Acquisition II 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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[EXECUTION]

SECOND AMENDMENT TO

LOAN AND SECURITY AGREEMENT

THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of July 27, 2026, is entered into by and among LULU’S FASHION LOUNGE HOLDINGS, INC., a Delaware corporation (“Holdings”), LULU’S FASHION LOUNGE PARENT, LLC, a Delaware limited liability company (“Parent”), and LULU’S FASHION LOUNGE, LLC, a Delaware limited liability company (“Lulus”, and together with Holdings, Parent and any other Person that at any time after the date hereof becomes a Borrower hereunder, jointly, severally and collectively, the “Borrowers” and each individually a “Borrower”), the Persons from time to time party to the Loan Agreement (as defined below) as Guarantors, the several financial institutions from time to time party to the Loan Agreement as Lenders, and WHITE OAK COMMERCIAL FINANCE, LLC, a Delaware limited liability company (“WOCF”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “**Admini

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ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (the “Agreement”) is hereby entered into on July 31, 2026 (the “Effective Date”), by and between Clean Liquidation, LLC, a California limited liability company, in its capacity as the Assignee for the Benefit of Creditors of Clean Republic SODO, LLC (the “Assignee” or “Seller”), Dragonfly Energy Corp., a Nevada corporation (the “Buyer”) and Dragonfly Energy Holdings, Corp., a Nevada corporation (“Parent”).

RECITALS

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SECURITIES RECEIPT AGREEMENT

** **

This Securities Receipt Agreement (this “Agreement”) is dated as of July 31, 2026, between Dragonfly Energy Holdings, Corp., a Nevada corporation (the “Company”), and each party on the signature pages hereto (including their successors and assigns, the “Recipients”).

WHEREAS, the Company is a party to the Asset Purchase Agreement dated July 31, 2026 (the “Asset Purchase Agreement”) by and between Clean Liquidation, LLC, a California limited liability company, in its capacity as the Assignee for the Benefit of Creditors of Clean Republic SODO, LLC (the “Assignee” or “Seller”) and Dragonfly Energy Corp., a Nevada corporation (the “Buyer”);

WHEREAS, pursuant to the terms of the Asset Purchase Agreement, the Buyer will (i) purchase certain assets from the Seller and (ii) the Buyer and the Company will pay a combination of cash and shares of Common Stock of the Company for such assets; and

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SEVENTH AMENDMENT TO

TERM LOAN, GUARANTEE AND SECURITY AGREEMENT

This **SEVENTH AMENDMENT TO TERM LOAN, GUARANTEE AND SECURITY AGREEMENT **(this “Amendment”) is made as of July 31, 2026, by and among DRAGONFLY ENERGY CORP. (“Borrower”), DRAGONFLY ENERGY HOLDINGS CORP. (F/K/A CHARDAN NEXTECH ACQUISITION 2 CORP) (“Holdings”), BATTLE BORN BATTERY PRODUCTS, LLC (“Battle Born”, and together with Holdings, each a “Guarantor” and collectively, the “Guarantors”), the Lenders signatory hereto representing all Lenders (the “Lenders”), and ALTER DOMUS (US) LLC, as agent on behalf of the Lenders under the Loan Agreement (as hereinafter defined) (in such capacity, the “Agent”).

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