Browse EX-10 agreements

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.

…

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

…

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:

…

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

…

CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE OMITTED PORTIONS OF THIS DOCUMENT ARE INDICATED BY [***].

Execution version

Surety Bond Facility Agreement

Peabody Australia Holdco Pty Ltd

Wilpinjong Coal Pty Ltd

(each, as the Company)

The entities listed in Part 2 of Schedule 1

(as Original Guarantors)

Liberty Mutual Insurance Company, Australia Branch, incorporated in Massachusetts, USA (the liability of members is limited), trading as Liberty

(as the Surety)

Dated 12 June 2026

 

  

DLA Piper Australia is part of DLA Piper, a global law firm, operating through various separate and distinct legal entities. A list of offices and regulatory information can be found at dlapiper.com

---

Contents

 

PARTIES

 

  

 

1

 

SECTION 1 INTERPRETATION

  

 

1

 

1

 

Definitions and Interpretation

  

 

1

 

SECTION 2 THE FACILITY

  

 

27

 

2

 

The Facility

  

 

27

 

3

 

Purpose

  

 

27

 

4

…

CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE OMITTED PORTIONS OF THIS DOCUMENT ARE INDICATED BY [***].

Execution version

Surety Bond Facility Agreement

Peabody Australia Holdco Pty Ltd

Wilpinjong Coal Pty Ltd

(each, as the Company)

The entities listed in Part 2 of Schedule 1

(as Original Guarantors)

Swiss Re International SE

(as the Surety)

Dated 12 June 2026

 

 

DLA Piper Australia is part of DLA Piper, a global law firm, operating through various separate and distinct legal entities.

A list of offices and regulatory information can be found at dlapiper.com

---

Contents

 

PARTIES

  

 

1

 

SECTION 1 INTERPRETATION

  

 

1

 

1

 

Definitions and Interpretation

  

 

1

 

SECTION 2 THE FACILITY

  

 

27

 

2

 

The Facility

  

 

27

 

3

 

Purpose

  

 

27

 

4

 

Conditions of Utilisation

  

 

28

 

5

 

Surety Bonds and Cash Cover

  

 

29

 

SECTION 3 REPAYMENT, PREPAYMENT AND CANCELLATION

…

Execution Version

AMENDMENT NO. 2

This AMENDMENT NO. 2, dated as of June 9, 2026 (this “Amendment”), amends the Credit Agreement, dated as of January 18, 2024 (as amended by Amendment No. 1, dated as of November 25, 2024, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), by and among PEABODY ENERGY CORPORATION (the “Borrower”), the lenders and issuing lenders party thereto, and PNC Bank, National Association, as administrative agent (the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings given them in the Credit Agreement as amended by this Amendment (the “Amended Credit Agreement”).

WITNESSETH

WHEREAS, the consent of the Required Lenders are required for the amendments to the Credit Agreement as set forth herein; and

WHEREAS, PNC Capital Markets LLC is acting as sole arranger and bookrunner for this Amendment.

…

FIRST AMENDMENT TO LOAN AND GUARANTY AGREEMENT

THIS FIRST AMENDMENT TO LOAN AND GUARANTY AGREEMENT (this “Amendment”) is entered into as of June 15, 2026, by and among CANOPY GROWTH CORPORATION, a corporation organized under the federal laws of Canada (“Borrower Representative”) the other Loan Parties party hereto, JGB CAPITAL, LP, a Delaware limited partnership, JGB PARTNERS, LP, a Delaware limited partnership, DEEPDALE INVESTORS, LLC, a Delaware limited liability company (together with JGB CAPITAL, LP, and JGB PARTNERS, LP, the “Required Lenders”) and JGB COLLATERAL LLC, as administrative agent and collateral agent for the Lenders (in such capacity, “Agent”).

RECITALS:

…

FILANA THERAPEUTICS, INC. 2018 OMNIBUS INCENTIVE PLAN

 

(CONFORMED COPY THROUGH AMENDMENT NO. 2)

 

1.            Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel, to provide additional incentives to Employees, Directors and Consultants and to promote the success of the Company’s business.

 

2.            Definitions. The following definitions shall apply as used herein and in the individual Award Agreements except as defined otherwise in an individual Award Agreement. In the event a term is separately defined in an individual Award Agreement, such definition shall supersede the definition contained in this Section 2.

 

(a)          “Administrator” means the Board or any of the Committees appointed to administer the Plan.

 

(b)          “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b‑2 promulgated under the Exchange Act.

…

Confidential treatment has been requested for redacted portions of this exhibit.

 

This copy omits the information subject to the confidentiality request. Omissions are designated as ******.

 

CONVERTIBLE NOTE PURCHASE AGREEMENT

 

dated as of June 12, 2026

 

between

 

Lotus Technology Inc.

 

and

 

Geely International (Hong Kong) Limited

 

 

 

 

TABLE OF CONTENTS

 

ARTICLE I DEFINITION AND INTERPRETATION

1

SECTION 1.01   Definition, Interpretation and Rules of Construction

1

ARTICLE II PURCHASE AND SALE; CLOSING

5

SECTION 2.01   Issuance, Sale and Purchase of the Convertible Note

5

SECTION 2.02   Closing

5

ARTICLE III CONDITIONS TO THE CLOSING

6

SECTION 3.01   Conditions to Obligations of Both Parties

6

SECTION 3.02   Conditions to Obligations of Purchaser

6

SECTION 3.03   Conditions to Obligations of the Company

7

ARTICLE IV REPRESENTATIONS AND WARRANTIES

8

SECTION 4.01   Representations and Warranties of the Company

8

SECTION 4.02   Representations and Warranties of the Purchaser

16

ARTICLE V COVENANTS

17

…

Form of Convertible Note

 

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (AS AMENDED, THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTIONS. THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED: (A) IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (2) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS, AND (B) UNLESS IN COMPLIANCE WITH THE CONVERTIBLE NOTE PURCHASE AGREEMENT BETWEEN THE COMPANY AND GEELY INTERNATIONAL (HONG KONG) LIMITED, DATED JUNE 12, 2026 (THE “PURCHASE AGREEMENT”). ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS OR ANY OTHER RESTRICTIONS SET FORTH IN THE PURCHASE AGREEMENT SHALL BE VOID.

 

LOTUS TECHNOLOGY INC.

 

SENIOR CONVERTIBLE NOTE

 

US$128,324,684.58

[*], 2026

…

AMENDMENT No. 1 TO BUSINESS COMBINATION AGREEMENT

 

This Amendment No. 1 to Business Combination Agreement, dated as of June [*], 2026 (the “Amendment”), is to amend the Business Combination Agreement (the “Existing BCA”), which was made and entered into as of October 29, 2025, by and among Eureka Acquisition Corp, a Cayman Islands company (the “SPAC”), Marine Thinking Inc., a company incorporated under the CBCA (the “Company”), and 17358750 Canada Inc., a company incorporated under the CBCA and a wholly-owned subsidiary of the SPAC (the “Amalgamation Sub”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Existing BCA.

 

Recitals

 

WHEREAS, pursuant to Section 9.4 of the Existing BCA, the Existing BCA may be amended by a writing signed by each of Parent and the Company; and

 

WHEREAS, the SPAC, the Company and the Amalgamation Sub desire to amend the Existing BCA to reflect the changes agreed between the parties and to clarify certain terms and conditions set forth therein.

…