Browse EX-10 agreements

PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of May 20, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Aperture AC, a Cayman Islands exempted company (the “Company”), and Aperture Sponsor 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-fourth (1/4) of one Ordinary Share upon the consummation of the Company’s initial business combination. The Purchaser has agreed to purchase an aggregate of 210,000 private placement units (or up to 223,500 private placement units if the over-allotment option in connection with the Public Offering is exercised in full) (the “Private Placement Units”), each Private Placement

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 20, 2026 is made and entered into by and among Aperture AC., a Cayman Islands exempted company (the “Company”), Aperture Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and IB Capital, LLC, as the representative of the underwriters (the “Representative”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, and 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

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “IPO”), each unit consisting of one Class A Ordinary Share, par value $0.0001 per share (the “Ordinary Shares”), of the Company, and one right to receive one-fourth (1/4) of one Ordinary Share upon the consummation of the Company’s initial business combination (a “Public Share Right”);

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “ Agreement”) is made effective as of May 20, 2026 by and between Aperture AC, 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 (File No. 333-291583) (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 Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), 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”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;

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May 19, 2026

REVOLVING CREDIT NOTE

FOR VALUE RECEIVED, KOIL ENERGY SOLUTIONS, INC., a Nevada corporation, and KOIL ENERGY SOLUTIONS, INC., a Delaware corporation (together and jointly and severally, the “Borrower”), hereby promise to pay to NFUSION CAPITAL FINANCE, LLC (including its successors and assigns, the “Lender”), in accordance with the provisions of the Loan Agreement (as defined below), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Loan and Security Agreement, dated as of May 19, 2026 (as amended, restated, amended and restated, supplemented, increased, extended, refinanced, renewed, replaced, and/or otherwise modified in writing from time to time, the “Loan Agreement”), by and among the Borrower and Lender. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings provided for such terms in the Loan Agreement.

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LOAN AND SECURITY AGREEMENT Borrower: Koil Energy Solutions, Inc., a Nevada corporation 1310 Rankin Road Houston, TX 77073 Borrower: Koil Energy Solutions, Inc., a Delaware corporation 1310 Rankin Road Houston, TX 77073 Date: EW , 2026 (the “Effective Date”) THIS LOAN AND SECURITY AGREEMENT (the “ Agreement ”) is entered into on the above date between nFusion Capital Finance, LLC (including its successors and assigns, the “Lender”), whose principal address is 6444 Burnet Rd, Ste 100 , Austin, Texas 78757 , and each borrower (together, and jointly and severally, the “ Borrower ”) named above, whose respective chief executive office is located at the above address (“ Borrower’s Address ”) . The Schedule to this Agreement (the “Schedule”) shall for all purposes be deemed to be a part of this Agreement, and the same is an integral part of this Agreement . (Definitions of certain terms used in this Agreement are set forth in Section 8 below . ) 1. LOANS. 1. Loans . Lender will make loans to Borrower (the “Loans”), in amounts determined by Lender in its good faith business judgment, up to

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Execution Version

Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10) of

Regulation S-K and, where applicable, have been marked with “[***]” to indicate

where redactions have been made.

AMENDED AND RESTATED CONTRACT MANUFACTURING AGREEMENT

This AMENDED AND RESTATED CONTRACT MANUFACTURING AGREEMENT (this “Agreement”) is made as of 19 May 2026 (the “Effective Date”), by and between Kwang Yang Motor Co., Ltd., a Taiwanese company (“KYMCO”), and LiveWire EV, LLC, a Delaware limited liability company (“LiveWire”). KYMCO and LiveWire are each a “Party” and are sometimes referred to herein collectively as the “Parties.”

RECITALS

WHEREAS, the Parties believe that there are compelling benefits to cooperate together to realize specific opportunities in the electric vehicles (“EV”) industry and desire to engage in the long term cooperation (“Long Term Collaboration”) as described under certain Long Term Collaboration Agreement made as of 12 December 2021 (the “Long Term Collaboration Agreement”);

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Execution Version

Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10) of

Regulation S-K and, where applicable, have been marked with “[***]” to indicate

where redactions have been made.

ASSET PURCHASE AGREEMENT

by and among

LIVEWIRE EV, LLC,

as Purchaser,

LIVEWIRE GROUP, INC.,

as Purchaser Parent,

DUST MOTORCYCLES, INC.,

as Seller,

and

THE OTHER PARTIES NAMED HEREIN

Dated as of May 18, 2026

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CONTENTS

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Restructuring, Implementation and Management Services Agreement – MCC / Polar Power

RESTRUCTURING, IMPLEMENTATION AND MANAGEMENT SERVICES AGREEMENT

Mammoth Crest Capital, LLC.

Polar Power, Inc.

This Restructuring, Implementation and Management Services Agreement (the “Agreement”) is entered into as of May 19, 2026 (the “Effective Date”), by and between POLAR POWER, INC. (the “Company”) and MAMMOTH CREST CAPITAL, LLC. (“MCC”). Company and MCC are collectively referred to herein as the “Parties” and at times each is individually referred to as a “Party.” This Agreement replaces and supersedes any and all prior agreements between the Parties.

WHEREAS, the Company is a Nasdaq-listed manufacturer (Nasdaq: POLA) that requires comprehensive operational, organizational, governance and capital-structure restructuring; and

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Exhibit 10.5

Side Letter Relating to Note Issuance

May 21, 2026

This letter agreement (the “Letter Agreement”) is between Polar Power, Inc., a Delaware corporation, (the “Company”), CFI Capital LLC, a Florida limited liability company, (“CFI”) and Monroe Street Capital Partners, LP, a Delaware limited partnership, (“Monroe” and, together with CFI, the “Buyers”), and is intended to be legally binding on each party subject to and upon the following terms.

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Exhibit 10.4

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal Amount: $370,600.00	Issue Date: May 21, 2026
Actual Amount of Purchase Price: $340,000.00

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 21, 2026, by and between POLAR POWER INC., a Delaware corporation, with headquarters located at 249 E. Gardena Boulevard, Gardena, CA 90248 (the “Company”), and MONROE STREET CAPITAL PARTNERS, LP, a Delaware limited partnership, with its address at 208 Lenox Avenue, #236, Westfield, New Jersey 07090 (the “Buyer”).

WHEREAS:

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act;

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Exhibit 10.2

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE “1933 ACT”)

US $600,000.00

POLAR POWER, INC.

6% CONVERTIBLE REDEEMABLE NOTE

DUE MAY 21, 2027

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