Browse EX-10 agreements

ASSET REPRESENTATIONS REVIEW AGREEMENT

among

GM FINANCIAL CONSUMER AUTOMOBILE RECEIVABLES TRUST 2026-4,

Issuer

AMERICREDIT FINANCIAL SERVICES, INC.

D/B/A GM FINANCIAL,

Servicer

and

CLAYTON FIXED INCOME SERVICES LLC,

Asset Representations Reviewer

Dated as of October 14, 2026

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TABLE OF CONTENTS

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**REGISTRATION RIGHTS AGREEMENT **

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ___________, 2026, is made and entered into by and among Calm Seas Acquisition Corp., a Cayman Islands exempted company (the “Company”), Calm Seas Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Representative”) (the Sponsor, the Representative and the other persons or entities signatory hereto, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, each a “Holder” and collectively the “Holders”).

**RECITALS **

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***FORWARD PURCHASE AGREEMENT ***

This Forward Purchase Agreement (this “Agreement”) is entered into as of     , 2026, by and between Calm Seas Acquisition Corp., an exempted company with limited liability under the laws of the Cayman Islands (the “Company”), and Pilgrim Global ICAV, an entity organized in Ireland (the “Purchaser”).

WHEREAS, the Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”);

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**PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT **

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of ___________, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Calm Seas Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Calm Seas Sponsor LLC, a Cayman Islands 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-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share. The Purchaser has agreed to purchase an aggregate of 4,500,000 private placement warrants (or 4,875,000 private placement warrants if the underwriters’ over-allotment option is exercised in full) (the “Private Placement Warrants”), each Private Placement Warr

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**INVESTMENT MANAGEMENT TRUST AGREEMENT **

This Investment Management Trust Agreement (this “Agreement”) is made effective as of ____________, 2026 by and between Calm Seas Acquisition Corp., 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-[•] (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 third 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

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[•], 2026

Calm Seas Acquisition Corp.

[•]

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 Calm Seas Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division of 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 23,000,000 of the Company’s units (including up to 3,000,000 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***”), and one third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purc

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**PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT **

This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the [•] day of [•] 2026, by and between Calm Seas Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Subscriber”).

WHEREAS, the Company desires to sell to the Subscriber on a private placement basis (the “Offering”) an aggregate of 2,500,000 warrants (or up to 2,875,000 warrants if the underwriters’ option to purchase additional Units (the “Over-Allotment Option”) is exercised in full) (each, a “Placement Warrant” and, collectively, the “Placement Warrants”) of the Company, for a purchase price of $1.00 per Placement Warrant. The Class A Ordinary Shares (as defined below) underlying the Placement Warrants are hereinafter referred to as the “Warrant Shares.” The Placement Warrants and Warrant Shares, collectively, are hereinafter referred to as the “Securities.” Each whole Placement Warrant is exercisable to pu

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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 Essential Minerals Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Essential Minerals Sponsor LLC, a Cayman Islands 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-eighth (1/8) of one Ordinary Share upon the consummation of the Company’s initial business combination. The Purchaser has agreed to purchase an aggregate of 475,000 private placement units (or up to 514,375 private placement units if the underwriter’s over-allotment option in connection with the Public Offering is exercised in full) (the “Private Placement Units”), each Private Placement Unit comprised of o

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between Essential Minerals Acquisition Corp, 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. 333-298523) (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-eighth (1/8) 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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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [    ], 2026, is made and entered into by and among Essential Minerals Acquisition Corp, a Cayman Islands exempted company (the “Company”), Essential Minerals Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Representative”) (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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[  ], 2026 

Essential Minerals Acquisition Corp

500 W. 2nd Street, Suite 1900

Austin, Texas 78701

	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 between Essential Minerals Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative (the “Representative”) of the underwriters (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 which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one right to receive one eight

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Credit Card Facility Agreement

Date: April 15, 2026

Parties: Cardholder / Lender: Michael Hill

Authorized User: Christopher Davenport

Company: Sugar Auto Parts, Inc.

Michael Hill (“Cardholder”) hereby authorizes Christopher Davenport (“Authorized User”) to use his personal Visa credit card (Last 4 Digits: [Redacted pursuant to Item 601(a)(6) of Regulation S-K]) on behalf of Sugar Auto Parts, Inc. (“Company”) for legitimate business expenses for a period of six (6) months, commencing on April 15, 2026 and ending on October 15, 2026.

2. Credit Facility Terms

•Credit Limit: The outstanding balance on the card must never exceed $15,000 at any time. 

•Term: Six (6) months. 

Repayment Requirements:

•The Company must make the minimum monthly payment required by the credit card issuer on any outstanding balance during the six-month period. 

•At the end of the six-month period (October 15, 2026), the Company shall pay the entire outstanding balance in full. 

3. Monthly Fee / Interest

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