Browse EX-10 agreements

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

 

PROMISSORY NOTE

 

Principal Amount: $200,000

Dated as of May 25, 2026

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OCEANLIGHT ACQUISITION CORPORATION

 

May 29, 2026

 

OceanLight Capital Sponsor Ltd.

1185 Avenue of the Americas, Suite 304

New York, NY 10036

 

RE:

Securities Subscription Agreement

 

Ladies and Gentlemen:

 

This agreement (the “Agreement”) is entered into on May 29, 2026, by and between OceanLight Capital Sponsor Ltd., a British Virgin Island (“BVI”) Business Company (the “Subscriber” or “you”), and OceanLight Acquisition Corporation, a Cayman Islands exempted Company (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 4,933,500 ordinary shares, $0.0001 par value per share, up to 643,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit consisting of one ordinary share and one right, do not fully exercise their over-allotment option (the “Over-allotment Option”) (herein referred to as the “Shares”). The Company and the Subscriber’s agreements re

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REGISTRATION RIGHTS AGREEMENT

 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [  ], 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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Investment Management Trust Agreement

 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [       ], 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-[  ] (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”); and

 

WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Polaris Advisory Partners LLC, (the “Representative”) acting as the representative of the underwriters in the Offering; and

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Administrative Services Agreement

 

This Administrative Service Agreement (the “Agreement”) dated [  ], 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:

 

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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[   ], 2026

 

OceanLight Acquisition Corp.

1185 6th Avenue, 3rd Fl.

New York, NY 10036

 

Ladies and Gentlemen:

 

OceanLight Acquisition Corp. (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 [     ], 2026, by and between OceanLight Acquisition Corporation, a Cayman Islands exempted corporation (the “Company”), and [       ] (“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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FIRST AMENDMENT TO MINING CLAIMS AGREEMENT

This First Amendment (the “First Amendment”) to the Mining Claims Agreement (the “MCA”) is effective as of August 19*,* 2025 (the “Effective Date”), among CuMo Molybdenum Mining Inc., a Nevada corporation, whose address is 608 Front Street, Mina, Nevada, 89422, Western Geoscience Inc., a Nevada corporation, whose address is 608 Front Street, Mina, Nevada, 89422, and Thomas Evans, an unmarried individual, residing at 608 Front Street, Mina, Nevada, 89422 **(**collectively, “SELLER”); and Idaho Copper Corporation (“ICC”), a Nevada corporation, whose address is 800 W. Main St, Suite 1650, Boise, Idaho 83702, and Multi-Metals Development Corp, a British Columbia corporation (“MMD”), whose address is 630 Millbank, Vancouver, BC CanadaV5Z 4B7 (collectively referred to as “BUYER”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the MCA.

 

SELLER and BUYER are each referred to collectively as the “Parties.”

Recitals

A.

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SHARE ESCROW AGREEMENT

 

SHARE ESCROW AGREEMENT, dated as of [DATE, 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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[DATE, 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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Investment Management Trust Agreement

 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [DATE, 2026] by and between Pelican Acquisition II 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. 333-296688 (the “Registration Statement”), for its initial public offering (the “Offering”) of Company’s units (the “Units”), each of which consists of one ordinary share, par value $0.0001 per share (the “Ordinary Shares”), and one right to receive one-tenth (1/10) of one Ordinary Share upon the consummation of the Company’s initial merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination (a “Business Combination”); and

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FIRST AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT

 

This First Amendment (“First Amendment”) to the Administrative Service Agreement (as defined below) is made and entered into as of [DATE], by and between Pelican II Capital Solutions Limited, a BVI limited liability Customer (the “Service Provider”) and Pelican Acquisition II Corporation, a Cayman company (the “Customer”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Administrative Service Agreement.

 

WHEREAS, Service Provider and the Customer entered into that certain Administrative Service Agreement, dated as of February 28, 2026 in the form attached hereto as Exhibit A (the “Original Agreement,” and as amended, including by this First Amendment, the “Administrative Service Agreement”);

 

WHEREAS, the parties now desire to amend the Administrative Service Agreement on the terms and conditions set forth herein; and

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