Browse EX-10 agreements

**Exhibit 10.9 **

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EXECUTION VERSION

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT
(Five-Year Facility)

Dated as of August 27, 2026

among

CATERPILLAR INC.,

CATERPILLAR FINANCIAL SERVICES CORPORATION,

CATERPILLAR INTERNATIONAL FINANCE DESIGNATED ACTIVITY COMPANY,

CATERPILLAR FINANCE KABUSHIKI KAISHA,

and

CATERPILLAR INTERNATIONAL FINANCE LUXEMBOURG S.À R.L.

as Borrowers

THE FINANCIAL INSTITUTIONS NAMED HEREIN,

as Banks

CITIBANK, N.A.,

as Agent

CITIBANK EUROPE PLC, UK BRANCH,

as CIF Local Currency Agent and CIF LUX Local Currency Agent

MUFG BANK, LTD.,

as Japan Local Currency Agent

CITIBANK, N.A., BofA SECURITIES, INC., JPMORGAN CHASE BANK, N.A., J.P. MORGAN SE,
BARCLAYS BANK PLC, MUFG BANK, LTD., and SOCIÉTÉ GÉNÉRALE

as Joint Lead Arrangers
and Joint Bookrunners

Table of Contents

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AETERNUM RESOURCES

CONTRACT OF EMPLOYMENT

between

AETERNUM SA (PTY) LTD

(Registration Number: 2026 / 422441 / 07) (“the Company”)

and

PIETER SCHOLTZ

(“the Employee”)

621015 5032 088

Position: Chief Financial Officer

Commencement Date: 10 August 2026

Base of Operations: Pretoria, South Africa, with business travel to international businesses as

operationally required

AETERNUM RESOURCES | Contract of Employment - Pieter Scholtz | Page 1 of 12

TABLE OF CONTENTS

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EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 31st day of July, 2026 by and between Aeternum Cayman Islands Ltd., a Cayman Islands corporation whose registered office is at 5th Floor, Anderson Square Building, 64 Shedden Road, P.O. Box 31325, Grand Cayman KY1-1206, Cayman Islands (“Company”) and Josua Oosthuizen, an individual (“Executive”). The Company is a wholly owned subsidiary of Aeternum Health, Inc, a Delaware corporation (“Parent”). As used herein, the “Effective Date” of this Agreement shall mean the date as written above and signed below.

W I T N E S S E T H:

WHEREAS, the Executive desires to be employed by the Company as its Chief Executive Officer and the Company wishes to employ the Executive in such capacities, in each case, commencing on and as of the Effective Date.

NOW, THEREFORE, in consideration of the foregoing and their respective covenants and agreements contained in this document, the Company and the Executive hereby agree as follows:

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THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES REGULATIONS AND, ACCORDINGLY, MAY NOT BE SOLD, OFFERED FOR SALE OR PLEDGED AS SECURITY IN THE ABSENCE OF SUCH REGISTRATION WITHOUT RELIANCE ON AN EXEMPTION UNDER THE SECURITIES ACT AND COMPLIANCE WITH APPLICABLE STATE SECURITIES REGULATIONS.

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THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), JACK STOVER A REPRESENTATIVE OF THE COMPANY WILL, BEGINNING TEN DAYS AFTER THE ISSUANCE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i). JACK STOVER MAY BE REACHED AT (215) 208-7035, stover.jack@gmail.com.

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SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

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DUE September 1, 2027

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**Execution Version **

**AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF **

**FLORIDA ENERGY PATHWAY, LLC **

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**TABLE OF CONTENTS **

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**Execution Version **

***GUARANTY ***

THIS GUARANTY (this “Guaranty”), dated as of September [__], 2026 (the “Effective Date”), is made by CHESAPEAKE UTILIIES CORPORATION (“Guarantor”), in favor of FLORIDA ENERGY PATHWAY, LLC (“Counterparty”).

**RECITALS: **

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**Execution Version **

**CONSTRUCTION, OPERATION AND MANAGEMENT AGREEMENT **

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**TABLE OF CONTENTS **

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August 31, 2026

Mr. James Bligh

Seafire, Unit S601

Block 11B

Parcel 88H41H144

Cayman Islands

Re: Employment Offer Letter

Dear James:

CDT Equity Inc. of 4851 Tamiami Trail North, Suite 200, Naples, FL 34103 (the “Company”) is pleased to offer you a position on the terms set forth in this letter (this “Agreement”), effective as of the date of this letter (the “Effective Date”). In consideration of the mutual promises contained herein, the parties agree as follows.

1. Duties, Position and Location

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RAINROCK ACQUISITION CORP.

Suite 1201 - 700, W Pender St

Vancouver, BC, Canada

[_], 2026

Re:	Administrative Services Agreement

Ladies and Gentlemen:

This letter of agreement by and between RainRock Acquisition Corp. (the “Company”) and RainRock Acquisition Management LLC (“Sponsor”), 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 Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) 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) (such earlier date hereinafter referred to as the “Termination Date”):

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between RainRock Acquisition Corp., a Cayman Islands exempted company (the “Company”), and RainRock Acquisition Management LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A Ordinary Share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and one right to receive one-tenth (1/10) of one Ordinary Share upon the consummation of the Company’s initial business combination as set forth in the Company’s Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission (the “SEC”), File No. 333-[_], under the Securities Act of 1933, as amended (the “Securities Act”). The Purchaser has agreed to purchase an aggregate of 425,000 units (whether or not t

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REGISTRATION RIGHTS AGREEMENT

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THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and between RainRock Acquisition Corp., a Cayman Islands exempted company (the “Company”), RainRock Acquisition Management LLC, a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Representative”) and the undersigned parties listed under Holders on the signature page hereto (the Sponsor and the Representative together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

RECITALS

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RAINROCK ACQUISITION CORP.

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RainRock Acquisition Management LLC

	RE:	Securities Subscription Agreement

Ladies and Gentlemen:

This agreement (the “Agreement”) is entered into as of December 12, 2025 by and between RainRock Acquisition Management LLC,* *a Delaware limited liability company (the “Subscriber” or “you”), and RainRock Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,750,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements reg

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