Browse EX-10 agreements

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SECURITIES TRANSFER AGREEMENT

This Securities Transfer Agreement is dated as of August 25, 2026 (this “Transfer”), by and among Southern Cross Acquisition II Sponsor Corp., a Cayman Islands exempted company (the “Seller”), Southern Cross Acquisition II Corp., a Cayman Islands exempted company (the “Company”), and Xin Wang, with an address at 301, Unit 2, Building 35, Xianghaiyuan, Daxing District, Beijing, China (the “Buyer”).

WHEREAS, on the terms and subject to the conditions set forth in this Transfer, the Seller wishes to transfer to the Buyer ordinary shares, $0.0001 par value (“Ordinary Shares”) of the Company, a newly-organized blank check company, or special purpose acquisition company, formed for the purpose of effecting a merger, stock exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”), and the Buyer wish to purchase and receive such Initial Shares (as defined below) from the Seller.

NOW, THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Transfer, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

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SECURITIES TRANSFER AGREEMENT

This Securities Transfer Agreement is dated as of August 25, 2026 (this “Transfer”), by and among Southern Cross Acquisition II Sponsor Corp., a Cayman Islands exempted company (the “Seller”), Southern Cross Acquisition II Corp., a Cayman Islands exempted company (the “Company”), and Ally Tong Zhang, with an address at 14 Pitlochry Place, Highland Park, Auckland, New Zealand (the “Buyer”).

WHEREAS, on the terms and subject to the conditions set forth in this Transfer, the Seller wishes to transfer to the Buyer certain amount of ordinary shares, $0.0001 par value (“Ordinary Shares”) of the Company, a newly-organized blank check company, or special purpose acquisition company, formed for the purpose of effecting a merger, stock exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”), and the Buyer wish to purchase and receive such Initial Shares (as defined below) from the Seller.

NOW, THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Transfer, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

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Execution Version

LIMITED PARENT GUARANTEE

(Managed Services Agreement)

THIS LIMITED PARENT GUARANTEE (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of May 29, 2026, by IREN Limited (ACN 629 842 799), a company incorporated under the laws of Australia (the “Guarantor”) and CSC Delaware Trust Company, in its capacity as collateral agent (together with its successors and assigns appointed pursuant to the Intercreditor Agreement (as defined below), the “Collateral Agent”) for the Financing Parties (as defined in the Intercreditor Agreement).

PRELIMINARY STATEMENTS

A.IE US Hardware 3 LLC, a Delaware limited liability corporation (the “Company”), entered into that certain credit agreement, dated as of the date hereof, with, among others, CSC Delaware Trust Company, in its capacity as administrative agent (together with its successors and assigns, the “Administrative Agent”), and the financial institutions party thereto as “Lenders” (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), pursuant to which the Lenders have agreed to make loans to the Company for the purposes and subject to the terms and conditions set forth therein.

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1 IREN Limited Restricted Stock Unit Award Agreement (Directors) This Director Restricted Stock Unit Award Agreement (“Agreement”) is entered into by and between IREN Limited (the “Company”) and the participant whose name appears below (the “Participant”) in order to set forth the terms and conditions of Director Restricted Stock Units (the “DRSUs”) hereby granted to the Participant under the IREN Limited 2025 Omnibus Incentive Plan (the “Plan”). This Agreement includes the terms and conditions of the DRSU grant attached hereto. Participant’s Name: “Date of Grant”: Award Type Number of DRSUs “Vesting Schedule” DRSUs Within ten days after the release of the Company’s annual financial results for the fiscal year ending 30 June 2027, and in any event no later than 31 December of that calendar year. Grant date valuation per DRSU is calculated as the 60-day average closing share price on the last trading day immediately prior to the grant date, being USD$XX.XX. Subject to this Agreement, the terms of the Plan and the terms and conditions of the addendum/addenda applicable to the Participant (the “Addendum”), which are incorporated herein by reference, the Company hereby grants to the Participant, on the Date of Grant, the number of DRSUs, with the Vesting Schedule as set forth above. Capitalized terms used but not otherwise defined herein or in the attached Terms and Conditions shall have the meanings ascribed to such terms in the Plan or Addendum, as applicable. To the extent of any inconsistency, the Addendum will prevail over any other provision of this Agreement. If the

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1 IREN Limited Restricted Stock Unit Award Agreement (KMP) This Restricted Stock Unit Award Agreement (“Agreement”) is entered into by and between IREN Limited (the “Company”) and the participant whose name appears below (the “Participant”) in order to set forth the terms and conditions of Restricted Stock Units (the “RSUs”) hereby granted to the Participant under the IREN Limited 2025 Omnibus Incentive Plan (the “Plan”), which such RSUs shall consist of RSUs that vest solely based on the Participant’s continued employment with the Group over the vesting period (the “TRSUs”) and RSUs that vest based on the Participant’s continued employment with the Group and the achievement of pre-established performance goals (the “PRSUs”). This Agreement includes the terms and conditions of the RSU grant attached hereto. Participant’s Name: “Date of Grant”: Award Type Number of RSUs Percentage of RSUs “Vesting Schedule” TRSUs 33.3% of total RSUs Within ten days after the release of the Company’s annual financial results for the fiscal year ending 30 June 2027, and in any event no later than 31 December of that calendar year. TRSUs 33.3% of total RSUs Within ten days after the release of the Company’s annual financial results for the fiscal year ending 30 June 2028, and in any event no later than 31 December of that calendar year. PRSUs Target Number: Maximum Number (Stretch): 33.4% of total RSUs Within ten days after the release of the Company’s annual financial results for the fiscal year ending 30 June 2029, and in any event no later than 31 December of that calendar year. Grant date

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Execution Version

LIMITED PARENT GUARANTEE

(Remarketing Right)

THIS LIMITED PARENT GUARANTEE (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of May 29, 2026, by IREN Limited (ACN 629 842 799), a company incorporated under the laws of Australia (the “Guarantor”) and CSC Delaware Trust Company, in its capacity as collateral agent (together with its successors and assigns appointed pursuant to the Intercreditor Agreement (as defined below), the “Collateral Agent”) for the Financing Parties (as defined in the Intercreditor Agreement).

PRELIMINARY STATEMENTS

A.IE US Hardware 3 LLC, a Delaware limited liability corporation (the “Company”), entered into that certain credit agreement, dated as of the date hereof, with, among others, CSC Delaware Trust Company, in its capacity as administrative agent (together with its successors and assigns, the “Administrative Agent”), and the financial institutions party thereto as “Lenders” (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), pursuant to which the Lenders have agreed to make loans to the Company for the purposes and subject to the terms and conditions set forth therein.

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Execution Version COMMON TERMS AGREEMENT among IE US HARDWARE 3 LLC, as Company; CSC DELAWARE TRUST COMPANY, as Intercreditor Agent; CSC DELAWARE TRUST COMPANY, as Administrative Agent; CSC DELAWARE TRUST COMPANY, as Collateral Agent; THE FINANCING PARTIES, that are parties to this Agreement from time to time; and Each other Person that may become party hereto from time to time Dated as of May 29, 2026 Certain confidential information contained in this document, marked by [***], has been omitted because it is both not material and is the type that IREN Limited treats as private or confidential Exhibit 10.37 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS ............................................................................................................1 Section 1.1 Definitions.................................................................................................1 Section 1.2 Divisions ...................................................................................................1 ARTICLE 2 FUNDING MATTERS ...............................................................................................2 Section 2.1 Incurrence of Senior Secured Debt ...........................................................2 Section 2.2 Initial Indebtedness ...................................................................................2 Section 2.3 Voluntary Termination of the Senior Secured Debt .................................2 Section 2.4 Replacement of Agents or Financing Parties ............................................2 Section 2.5 Payment in Full of

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Execution Version IE US HARDWARE 3 LLC $2,100,000,000 5.96% Senior Notes due December 31, 2031 ______________ NOTE PURCHASE AGREEMENT ______________ Dated May 29, 2026 Certain confidential information contained in this document, marked by [***], has been omitted because it is both not material and is the type that IREN Limited treats as private or confidential Exhibit 10.36 - i - TABLE OF CONTENTS SECTION HEADING PAGE SECTION 1. AUTHORIZATION OF NOTES ......................................................................................1 SECTION 1.1. Notes ...............................................................................................................1 SECTION 1.2. Collateral .........................................................................................................1 SECTION 1.3. Collateral Agent ..............................................................................................1 SECTION 2. SALE AND PURCHASE OF NOTES ...............................................................................2 SECTION 2.1. Sale and Purchase of Notes .............................................................................2 SECTION 2.2. Reduction and Termination of Note Commitments ........................................2 SECTION 3. FUNDINGS .................................................................................................................2 SECTION 3.1. Fundings ..........................................................................................................3 SECTION 3.2. Changes to

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Execution Version CREDIT AGREEMENT dated as of May 29, 2026 among IE US HARDWARE 3 LLC, as the Company, THE LENDERS PARTY HERETO, CSC DELAWARE TRUST COMPANY, as Administrative Agent, and GOLDMAN SACHS BANK USA, and JPMORGAN CHASE BANK, N.A. as Joint Lead Arrangers and Joint Bookrunners Certain confidential information contained in this document, marked by [***], has been omitted because it is both not material and is the type that IREN Limited treats as private or confidential Exhibit 10.35 ii TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.01. Defined Terms ........................................................................................................ 1 Section 1.02. Interpretative Provision ......................................................................................... 18 Section 1.03. Rates ...................................................................................................................... 19 ARTICLE II THE CREDITS Section 2.01. Commitments ........................................................................................................ 19 Section 2.02. Loans and Borrowings .......................................................................................... 19 Section 2.03. Requests for Borrowings ....................................................................................... 20 Section 2.04. Funding of Borrowings ......................................................................................... 20 Section 2.05. [Reserved]

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Certain confidential information contained in this document, marked by [***], has been omitted because IREN Limited (the “Company”) has determined that the information (i) is not material and/or (ii) contains personal information Non-Cancellable Non-Returnable (NCNR) and Supplemental Terms Agreement This Non-Cancellable Non-Returnable and Supplemental Terms Purchase Agreement between IE US Hardware 4 Inc. (“Customer”) and Dell Marketing L.P. (“Dell” or “Supplier”) (“NCNR Agreement”) is effective as of the date of the last signature below (“Effective Date”) and confirms and sets out certain supplementary terms and conditions that will apply to the purchase and use of the products and services set out in the purchase order CHD_NV_DELL_B200_051526, including the related quote(s) attached hereto as Exhibit 1 and/or any related updated, revised or replacement quotes, proposals or purchase orders as agreed between the parties in writing (the “Order”). Capitalized terms used but not defined in this NCNR Agreement have the meaning given to them in the Supply Contract (as defined below). 1. By signing this NCNR Agreement, Customer is expressly accepting the conditions set forth herein and the parties agree that (a) this NCNR Agreement shall constitute terms of the Order for the purposes of clause 2.5A of the CTS (as defined below) and (b) they wish to deviate from the terms of the CTS for the purposes of the Order and the parties expressly accept this deviation. The Order is designated as non-cancelable, non-returnable (“NC/NR”) and may not be cancelled, rescheduled, or

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Certain confidential information contained in this document, marked by [***], has been omitted because IREN Limited (the “Company”) has determined that the information (i) is not material and/or (ii) contains personal information Private & Confidential May 19, 2026 IE US Hardware 4 Inc. 620 FM 1033 Childress, TX 79201 USA Attention: William Roberts and Denis Skrinnikoff Dear William and Denis: Re: Purchase Agreement between IE US Hardware 4 Inc. and Dell Marketing L.P. (USA) (Non-Financed) This purchase agreement between IE US Hardware 4 Inc. (“Customer”) and Dell Marketing L.P.(“Dell”) sets out the terms and conditions upon which Customer will purchase and/or use Products, Third Party Products (if applicable) and Services from Dell (“Purchase Agreement”). 1) Customer and Dell (collectively, the “Parties”, and each a “Party”) have agreed to use and adopt the Commercial Terms of Sale, attached hereto as Exhibit “A” (the “CTS”) as the basis of an evergreen commercial agreement between the Parties, as amended and modified below. 2) Unless otherwise defined in this Purchase Agreement, all capitalized terms used herein will have the meanings ascribed to them in the CTS. 3) Notwithstanding anything to the contrary contained in the CTS (and as contemplated by clause 2.5 of the CTS), the Parties desire to deviate from the terms of the CTS and hereby agree to the following amendments to the CTS: A. For the purposes of the CTS and this Purchase Agreement, references to the “Customer” shall be references to IE US Hardware 4 Inc.. B. Clause 1.1 is hereby deleted in its entirety

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