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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 14, 2026, is entered into by and among Enhanced Group Inc., a Texas corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and among the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

WHEREAS:

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Document

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of June 14, 2026, by and among Enhanced Group Inc., a Texas corporation (the “Company”), and each of the purchasers listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”).

WHEREAS, the Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the U.S. Securities Act, as amended, and all of the rules and regulations promulgated thereunder;

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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

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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

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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

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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

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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.

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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.

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FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 10, 2026, by and between Ocean Capital Acquisition Corporation (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation (the “Trustee”).

 

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-282462) (the “Registration Statement”), and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s ordinary shares, $0.0001 par value per share (each, an “Ordinary Share”), and one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share, and one right to receive one ordinary share upon the consummation of an initial business combination (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and

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FORM OF INDEMNITY AGREEMENT

 

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 10, 2026, by and between Ocean Capital Acquisition Corp, a British Virgin Islands business company (the “Company”), and the undersigned (“Indemnitee”).

 

RECITALS

 

WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies 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 companies;

 

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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PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT

 

This PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 10th day of June, 2026, by and between Ocean Capital Acquisition Corp, a British Virgin Islands business company (the “Company”), and SB Capital Holdings Corporation, a British Virgin Islands business company (“Purchaser”).

 

WHEREAS, the Company desires to sell to the Purchaser on a private placement basis (the “Offering”) an aggregate of 150,000 Units (the “Units”) of the Company, each Unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share, one redeemable warrant (the “Warrants”), each exercisable for one Class A ordinary share (the “Warrant Shares”), and one right (the “Rights”) to receive one Class A ordinary share (the “Rights Shares”) to be governed by the Rights Agreement (as defined herein), for a purchase price of $1,500,000, or $10.00 per Unit.

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June 8, 2026

 

FORM OF LETTER AGREEMENT

 

Ocean Capital Acquisition Corporation

1209 Orange St.

Wilmington, DE 19801

 

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 or proposed to be entered into by and between Ocean Capital Acquisition Corporation, a British Virgin Islands company (the “Company”), and Alliance Global Partners, as representative (the “Representative”) of the other underwriters named on Schedule A to the Underwriting Agreement (if any) (the Representative and such other underwriters being collectively referred to herein as the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 11,500,000 of the Company’s units (“Units”) (including up to 1,500,000 Units that may be purchased to cover over-allotments, if any), each comprised of one ordinary share of the Company, $0.0001 par value (each, an “Ordinary Share”), one redeemabl

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June 10, 2026

 

OCEAN CAPITAL ACQUISITION CORP 1209 Orange Street

Wilmington, Delaware 19801

 

Re: Administrative Services Agreement

 

Ladies and Gentlemen:

 

This Administrative Services Agreement (this “Agreement”) by and between Ocean Capital Acquisition Corp, a British Virgin Islands business company (the “Company”) and SB Capital Holding Corporation (the “Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 to be filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Provider shall make available, or shall cause to be made available, to the Company, at 1209 Orange Street, Wilmington, Delaware 19801, United States of America (or any successor location or other e

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SIXTH AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

ENCHANTED ROCK HOLDINGS, LLC

a Delaware limited liability company

dated as of June 9, 2026

 

 

THE LIMITED LIABILITY COMPANY INTERESTS IN ENCHANTED ROCK HOLDINGS, LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE BEEN OR ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH INTERESTS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE AND ANY OTHER APPLICABLE SECURITIES LAWS; (II) THE TERMS AND CONDITIONS OF THIS SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT; AND (III) ANY OTHER TERMS AND CONDITIONS AGREED TO IN WRITING BETWEEN THE COMPANY AND THE APPLICABLE MEMBER. THE LIMITED LIABILITY COMPANY INTERESTS MAY NOT BE TRANSF

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