Browse EX-10 agreements

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between Energy Transition Special Opportunities, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited trust company (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1, File No. 333-290458 (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering (the “Offering”) of the Company’s units (the “Units”), each of which consists of one Class A ordinary share, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share, has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and

…

[●], 2026

Energy Transition Special Opportunities

71 Orchard Pl, Unit 1

Greenwich, CT, 06830

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 by and among Energy Transition Special Opportunities, a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division Cohen & Company Securities, LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”),

…

LOAN AGREEMENT

THIS LOAN AGREEMENT (“Agreement”) is entered into as of April 1, 2026, by and between Cheetah Net Supply Chain Service Inc., a North Carolina corporation (“Lender”), and Hongkong Sanyou Petroleum Co Limited. (“Borrower”).

RECITALS

Borrower desires to borrow from Lender, and Lender agrees to loan to Borrower, the Loan amounts described below.

NOW, THEREFORE, Lender and Borrower agree as follows:

1.	LOAN

1.1****Loan. Lender agrees to lend to Borrower and Borrower agrees to borrow from Lender the principal amount of Five Hundred Thousand Dollars ($500,000) (the “Loan”).

*1.2***Interest.**Except as provided in Section 1.4, the Loan shall bear interest at an annual rate of 5%, calculated on the basis of a 360-day year for the actual number of days for which interest is calculated..

1.3****Payment Schedule. The Borrower shall repay the Loan and the Interest in a single lump sum on the date twelve months after the Lender has disbursed the Loan (the "Maturity Date").

…

​

Exhibit 10.12

LOAN AGREEMENT

THIS LOAN AGREEMENT (“Agreement”) is entered into as of April 27, 2026, by and between Cheetah Net Supply Chain Service Inc., a North Carolina corporation (“Lender”), and Hongkong Sanyou Petroleum Co Limited. (“Borrower”).

RECITALS

Borrower desires to borrow from Lender, and Lender agrees to loan to Borrower, the Loan amounts described below.

NOW, THEREFORE, Lender and Borrower agree as follows:

1.LOAN

1.1****Loan. Lender agrees to lend to Borrower and Borrower agrees to borrow from Lender the principal amount of Five Million Dollars ($5,000,000) (the “Loan”).

1.2****Interest. Except as provided in Section 1.4, the Loan shall bear interest at an annual rate of 5%, calculated on the basis of a 360-day year for the actual number of days for which interest is calculated.

1.3****Term and Payment Schedule.

	a)	Term: The initial term of the Loan shall be twelve (12) months from the date of disbursement (the “Initial Maturity Date”).

…

​

Exhibit 10.11

LOAN AGREEMENT

THIS LOAN AGREEMENT (“Agreement”) is entered into as of April 23, 2026, by and between Cheetah Net Supply Chain Service Inc., a North Carolina corporation (“Lender”), and Hongkong Sanyou Petroleum Co Limited. (“Borrower”).

RECITALS

Borrower desires to borrow from Lender, and Lender agrees to loan to Borrower, the Loan amounts described below.

NOW, THEREFORE, Lender and Borrower agree as follows:

**1.**LOAN

1.1****Loan. Lender agrees to lend to Borrower and Borrower agrees to borrow from Lender the principal amount of Nine Million Dollars ($9,000,000) (the “Loan”).

1.2****Interest. Except as provided in Section 1.4, the Loan shall bear interest at an annual rate of 5%, calculated on the basis of a 360-day year for the actual number of days for which interest is calculated.

1.3****Term and Payment Schedule.

	a)	Term: The initial term of the Loan shall be twelve (12) months from the date of disbursement (the “Initial Maturity Date”).

…

​

Exhibit 10.10

​

​

​

Agreement No.:

​

​

​

SHANGHAI KESHENG INVESTMENT MANAGEMENT CO., LTD.

PARTNERSHIP AGREEMENT

​

1

---

​

PARTNERSHIP AGREEMENT

GENERAL PROVISIONS

Article 1

In accordance with the Civil Code of the People’s Republic of China, the Partnership Enterprise Law of the People’s Republic of China, the Administrative Measures of the People’s Republic of China for Registration of Partnership Enterprises, and other relevant provisions, all partners hereby unanimously enter into this Partnership Agreement.

Article 2

The limited partnership enterprise established under this Agreement is a joint business organization formed by all partners on the principles of voluntariness, equality, fairness, and honesty and good faith. All partners agree to comply with the relevant laws, regulations, and rules of the State, pay taxes according to law, and operate in compliance with law.

Article 3

…

EXTENSION AGREEMENT

This Loan Extension Agreement (“Extension Agreement”) is entered into as of March 19, 2026, by and between Cheetah Net Supply Chain Service Inc. (“Lender”), and Asia Finance Investment Limited. (“Borrower”).

WHEREAS, Lender and Borrower entered into that certain Loan Agreement dated as of March 19, 2025 (the “Original Loan Agreement”) with the original principal amount of $900,000.00;

WHEREAS, the Original Loan Agreement is scheduled to mature on March 18, 2026;

WHEREAS, as of the date hereof, Borrower has repaid an aggregate amount of $0. The remaining outstanding principal amount owed under the Original Loan Agreement is $900,000.00, and the accrued interest receivable is $86,100.00 as of the date first written above;

WHEREAS, the parties desire to extend the Maturity Date of the Loan by one (1) year on the terms set forth herein, with the principal amount of $900,000.00.

NOW THEREFORE, in consideration of the mutual promises herein, the parties agree as follows:

…

EXTENSION AGREEMENT

This Loan Extension Agreement (“Extension Agreement”) is entered into as of March 18, 2026, by and between Cheetah Net Supply Chain Service Inc. (“Lender”), and Asia Finance Investment Limited. (“Borrower”).

WHEREAS, Lender and Borrower entered into that certain Loan Agreement dated as of March 18, 2025 (the “Original Loan Agreement”) with the original principal amount of $825,400.00;

WHEREAS, the Original Loan Agreement is scheduled to mature on March 17, 2026;

WHEREAS, as of the date hereof, Borrower has repaid an aggregate amount of $0. The remaining outstanding principal amount owed under the Original Loan Agreement is $825,400.00, and the accrued interest receivable is $79,238.40 as of the date first written above;

WHEREAS, the parties desire to extend the Maturity Date of the Loan by one (1) year on the terms set forth herein, with the principal amount of $825,400.00.

NOW THEREFORE, in consideration of the mutual promises herein, the parties agree as follows:

…

EXTENSION AGREEMENT

This Loan Extension Agreement (“Extension Agreement”) is entered into as of March 17, 2026, by and between Cheetah Net Supply Chain Service Inc. (“Lender”), and Hongkong Sanyou Petroleum Co Limited. (“Borrower”).

WHEREAS, Lender and Borrower entered into that certain Loan Agreement dated as of March 17, 2025 (the “Original Loan Agreement”), with the original principal amount of $950,000.00;

WHEREAS, the Original Loan Agreement is scheduled to mature on March 16, 2025;

WHEREAS, as of the date hereof, Borrower has repaid an aggregate amount of $0. The remaining outstanding principal amount owed under the Original Loan Agreement is $950,000.00, and the accrued interest receivable is $ $91,516.67 as of the date first written above;

WHEREAS, the parties desire to extend the Maturity Date of the Loan by one (1) year on the terms set forth herein, with the principal amount of $950,000.00.

NOW THEREFORE, in consideration of the mutual promises herein, the parties agree as follows:

…

LOAN AGREEMENT

THIS LOAN AGREEMENT (“Agreement”) is entered into as of March 17, 2026, by and between Cheetah Net Supply Chain Service Inc., a North Carolina corporation (“Lender”), and Hongkong Sanyou Petroleum Co Limited. (“Borrower”).

RECITALS

Borrower desires to borrow from Lender, and Lender agrees to loan to Borrower, the Loan amounts described below.

NOW, THEREFORE, Lender and Borrower agree as follows:

1.	LOAN

1.1****Loan. Lender agrees to lend to Borrower and Borrower agrees to borrow from Lender the principal amount of Nine Hundred and Eighty Thousand Dollars ($980,000) (the “Loan”).

1.2****Interest. Except as provided in Section 1.4, the Loan shall bear interest at an annual rate of 5%, calculated on the basis of a 360-day year for the actual number of days for which interest is calculated.

1.3****Payment Schedule. The Borrower shall repay the Loan and the Interest in a single lump sum on the date twelve months after the Lender has disbursed the Loan (the “Maturity Date”).

…

Exhibit 10.7 AMENDMENT NO. 1 TO THE WARRANT TO PURCHASE SHARES OF COMMON STOCK of LANZATECH GLOBAL, INC. This AMENDMENT NO. 1 TO THE WARRANT TO PURCHASE SHARES OF COMMON STOCK OF LANZATECH GLOBAL, INC. (this “Amendment No. 1 to the Warrant”), dated as of May 12, 2026 (the “Amendment Effective Date”), is made by and between LanzaTech Global, Inc., a Delaware corporation (the “Company”), and LanzaTech Global SPV, LLC, a Wyoming limited liability company (the “Warrantholder”), and amends that certain Warrant to Purchase Shares of Common Stock of LanzaTech Global, Inc., dated January 21, 2026, by and between the Company and the Warrantholder (the “Warrant”). Capitalized terms used in this Amendment No. 1 to the Warrant and not defined shall have the meanings specified in the Warrant. PRELIMINARY STATEMENTS A. Section 16 of the Warrant provides, in pertinent part, that the Warrant may be amended pursuant to a written amendment executed by the Company and the Warrantholders holding, assuming exercise in full of the Warrants then outstanding, at least a majority of the Warrant Shares then i

…

Exhibit 10.6 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on May 10, 2026, by and between LanzaTech Global, Inc., a Delaware corporation (the “Company”), and the undersigned subscriber (“Subscriber” and, together with Company, the “Parties”, and each a “Party”). WHEREAS, Subscriber desires to subscribe for and purchase from the Company on the Closing Date (as defined below) that number of shares of the Company’s common stock, par value $0.0000001 per share (the “Common Stock”), set forth on the signature page hereto (the “Subscribed Shares”), for an aggregate purchase price of $10,000,000 (the “Purchase Price”), and the Company desires to issue and sell to Subscriber the Subscribed Shares in consideration of the payment of the Purchase Price by or on behalf of Subscriber to the Company; WHEREAS, on the terms and subject to the conditions set forth in this Subscription Agreement, in connection with the Subscription (as defined below), the Subscriber desires to make a commitment to purchase, and the Company desires to make a commitm

…