Browse EX-10 agreements

EXECUTION VERSION

CREDIT AGREEMENT
(2026 364-Day 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

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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

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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:

1. Employment and Duties. The Company agrees to employ and the Executive agrees to serve as the Company’s Chief Executive Officer. In this capacity the Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities customary to these positions and such other duties and responsibilities as the Company’s Boards of Directors (the “Board”) may from time to time assign to the Executive.

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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.

** **

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

** **

DUE September 1, 2027

** **

Original Issue Date: September 1, 2026	**Principal Amount: $329,670.33 **
	Purchase Price: $300,000.00

** **

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**Execution Version **

**CONSTRUCTION, OPERATION AND MANAGEMENT AGREEMENT **

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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 **

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

**FLORIDA ENERGY PATHWAY, LLC **

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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

*Duties and Position. *You shall be employed by the Company as Chief Executive Officer. You shall have such duties, responsibilities and authorities as are customarily associated with this position, including the general management of the affairs of the Company, together with such additional duties and responsibilities consistent with this position as may, from time to time, be properly and lawfully assigned to you by the Board of Directors of the Company (the “Board”). You shall report directly to the Board. You shall comply in all respects with the policies, rules and decisions adopted from time to time by the Board. You shall perform your duties and obligations under this Agreement in a loyal and conscientious manner.

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ADVISORY SERVICES AGREEMENT

This Advisory Services Agreement (this “Agreement”) is entered into as of 15 April, 2026 by and between RainRock Acquisition Corp. (the “Company”), RainRock Acquisition Management LLC (the “Sponsor”) and Black Spade Advisory Inc. (the “Advisor”).

RECITALS

WHEREAS, the Sponsor was formed for the purposes of acting as the sponsor of the Company, a special purpose acquisition company incorporated as an exempted company with limited liability in the Cayman Islands.

WHEREAS, the Company entered into that certain Securities Subscription Agreement, dated as of December 12, 2025, pursuant to which the Company issued 5,750,000 Class B ordinary shares, par value US$0.0001 each (the “Shares”), to the Sponsor at an aggregate purchase price of US$25,000.00. Up to 750,000 Shares are subject to forfeiture to the extent the underwriters in connection with the Company’s initial public offering exercise their over-allotment option (the “Over-Allotment Option”).

WHEREAS, the Company desires to retain the Advisor to provide certain strategic advisory services in connection with the Company’s business, and the Advisor agrees to provide such advisory services on the terms and conditions hereinafter set forth;

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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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RAINROCK ACQUISITION CORP.

** **

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 regarding such Shares are as follows:

1. Purchase of Securities.

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THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

	PROMISSORY NOTE
Principal Amount: $300,000		Dated as of December 12, 2025

RainRock Acquisition Corp., a Cayman Islands exempted company (the “Maker”), promises to pay to the order of RainRock Acquisition Management LLC, its registered assigns or successors in interest (the “Payee”), the principal sum of Three Hundred Thousand Dollars ($300,000) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.

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