Browse EX-10 agreements

REGISTRATION RIGHTS AGREEMENT

 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [DATE, 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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[*], 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 “Underwriter”) as 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. Certain capitalized terms used herein are defined in paragraph 10 hereof. The Units shall be sold in the Public Offering pursuant to a reg

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EARLYBIRDCAPITAL, INC.

366 Madison Avenue

New York, New York 10017

 

DATE, 2026

 

Pelican Acquisition II Corporation

1185 6th Avenue, Suite 349 New York, NY 10036

Ladies and Gentlemen:

 

This is to confirm our agreement (this “Agreement”) whereby Pelican Acquisition II Corporation, a Cayman Islands exempted company (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company’s merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-296688) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).

 

1. Services and Fees.

 

(a) The Advisor will, if requested by the Company:

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[DATE, 2026]

 

Pelican Acquisition II Corporation

1185 Avenue of the Americas, Suite 349

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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PELICAN ACQUISITION II CORPORATION

 

March 13, 2026

 

Pelican II Capital Solutions Limited

1185 Avenue of the Americas, Suite 349

New York, NY 10036

 

RE:

Securities Subscription Agreement

 

Ladies and Gentlemen:

 

This agreement (the “Agreement”) is entered into on March 13 by and between Pelican II Capital Solutions Limited, a BVI Limited Liability Company (the “Subscriber” or “you”), and Pelican Acquisition II 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 2,875,000 ordinary shares, $0.0001 par value per share, up to 375,000 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 regarding su

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INDEMNITY AGREEMENT

 

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [DATE, 2026], by and between Pelican Acquisition II 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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As of March 13, 2026

 

To the Board of Directors of Pelican Acquisition II Corporation

 

Dear Sirs:

 

The undersigned, on behalf of itself and its designees, hereby offers to purchases an aggregate of 200,000 ordinary shares, par value $0.0001 per share (“Shares”), of Pelican Acquisition II Corporation (“Company”), for an aggregate purchase price, and total consideration, of $2,318, on the terms set forth herein. Capitalized terms used and not otherwise defined in this letter have the meanings to be given to such terms in the Underwriting Agreement to be entered into between the Company and the undersigned in connection with the Company’s proposed initial public offering (the “Offering”).

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FORM OF PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

 

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT, dated as of [●], 2026 (this “Agreement”), is entered into by and between DPC Holdings Limited (to be named DPC Holdings PLC) a Jersey, Channel Islands company (the “Company”), and [●], a [●] (the “Purchaser”).

 

WHEREAS, the Company intends to consummate an initial public offering (the “IPO”) of the Company’s ordinary shares, of no par value per share (the “Ordinary Shares”) and list on the New York Stock Exchange, and the Purchaser would like to purchase Ordinary Shares in a concurrent private placement at a price per share equal to the price per share to the public in the IPO.

 

NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:

 

AGREEMENT

 

Section 1. Purchase and Sale.

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Execution version

 

Dated        23 April       2024

 

(1)

Alloy Parent Limited (as the Parent)

 

(2)

Dundee Pikco Limited and others (as the Company)

 

(3)

Wells Fargo Capital Finance (UK) Limited (as Agent and Security Agent)

 

 

 

SECOND AMENDMENT AND RESTATEMENT AGREEMENT

 

 

 

 

 

 

 

CONTENTS

 

Clause

Page

Interpretation

2

Effectiveness of Agreement

3

Representations

3

Release and Waiver

3

Refinance and 2020 Intercreditor Agreement

4

Costs and Expenses

5

Guarantee Confirmation

6

Security Confirmation

6

Ucc Filings

6

No Novation

6

Assignments and Transfers by Obligors

6

Assignments and Transfers by the Lenders

6

Counterparts and Delivery

7

Governing Law

7

Jurisdiction of English Courts

7

Service of Process

7

 

Schedules

 

Schedule 1 The Parties

8

Part 1 The Borrowers

8

Part 2 The Guarantors

8

Part 3 The Lenders

10

Schedule 2 Conditions Precedent

11

Schedule 3 Second Amended and Restated Facility Agreement

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Option Award Agreement DPC Holdings Limited 2026 Equity Incentive Plan

 

DPC Holdings Limited, a registered private company incorporated in Jersey (the “Company”), grants to the Participant named below (“you”) [an Incentive/a Nonstatutory] Stock Option to purchase the number of Shares set forth below (the “Option”), under this Option Award Agreement (“Agreement”).

 

Governing Plan:

DPC Holdings Limited 2026 Equity Incentive Plan (the “Plan”)

Defined Terms:

As set forth in the Plan, unless otherwise defined in this Agreement

Participant:

[Name]

[Type of Option:

[Incentive/Nonstatutory] Stock Option

Grant Date:

[Date]

Number of Shares Purchasable:

[___]

Exercise Price per Share:

20%

$[100% of IPO Price] (“Tranche A”)

20%

$[110% of IPO Price] (“Tranche B”)

20%

$[121% of IPO Price] (“Tranche C”)

20%

$[133.1% of IPO Price] (“Tranche D”)

20%

$[146.4% of IPO Price] (“Tranche E”)

Original Expiration Date:

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PRIVATE & CONFIDENTIAL

 

Name 

By Email

 

          , 2026

 

Dear Name,

 

Management Incentive Plan (“MIP”)

 

Capitalised terms used but not otherwise defined in this letter shall have the meanings given to them in the existing MIP Rules for Members (the “MIP Rules”).

 

We are writing to you in connection with your participation in the MIP. This letter, to be signed as a deed, constitutes a request for your consent, in your capacity as a Participant, to

 

i)

a proposed variation to the MIP Rules when determining the amount of your MIP payment (the “Proposed Variation”) and

 

ii)

commit to reinvest part of your MIP payment to buy Ordinary Shares when the company goes public (IPO). You’ll buy these shares at the set price through a special program (called a directed share program) run by one of the underwriters. This program is designed to help people purchase shares during the IPO.

 

Variation to the existing MIP Rules

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the “Agreement”) is entered into and executed as of June 11, 2026 (the “Execution Date”), by and between Stewards, Inc., a Nevada corporation (the “Company”), and Scott McGowan (“Executive”). This Agreement shall be effective as of June 1, 2026 (the “Effective Date”).

 

RECITALS

WHEREAS, Executive previously entered into an Employment Agreement with Favo Capital, Inc. (now known as Stewards, Inc.) dated November 1, 2025 (the “Prior Agreement”);

WHEREAS, the Company has changed its name from Favo Capital, Inc. to Stewards, Inc. and is advancing toward a NASDAQ uplisting;

 

WHEREAS, the Board of Directors and Compensation Committee have approved updated compensation structures consistent with the Executive Compensation Program framework set forth in the memorandum dated October 23, 2025 (the “Compensation Program Memorandum”); and

WHEREAS, the parties desire to amend and restate the Prior Agreement in its entirety to reflect the

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