Browse EX-10 agreements

*INDEMNIFICATION AGREEMENT *

This agreement, made and entered into effective as of [•], 2026 (“Agreement”), by and between Three Lions Acquisition Corp., a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).

WHEREAS, the Board of Directors of the Company (“Board”) has determined that the ability to attract and retain qualified officers and directors is in the best interests of the Company’s shareholders; and

WHEREAS, it is reasonable, prudent and necessary for the Company to obligate itself contractually to indemnify such persons to the fullest extent permitted by applicable law so that such persons will serve or continue to serve the Company free from undue concern that they will not be adequately indemnified; and

WHEREAS, this Agreement is a supplement to and in furtherance of the Company’s Amended and Restated Memorandum and Articles of Association and any resolutions adopted pursuant thereto and shall neither be deemed to be a substitute therefor nor to diminish or abrogate any rights of Indemnitee thereunder; and

WHEREAS, Indemnitee is willing to serve on behalf of the Company on the condition that he be indemnified according to the terms of this Agreement;

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

1. Definitions. For purposes of this Agreement:

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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 and including all exhibits referenced herein, this “Agreement”), is entered into by and Three Lions Acquisition Corp., a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc., a Delaware corporation (together with its designees, collectively the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of the Company’s units (the “Public Units”), each Public Unit consisting of one ordinary share of the Company, par value $0.0001 per share (each, a “Share”) and one-half of one warrant, with each whole warrant entitling the holder thereof to purchase one ordinary share at a price of $11.50 per share (each, a “Warrant”). The Purchaser has agreed to purchase an aggregate of 100,000 units (or 109,375 units in the aggregate to the extent the over-allotment option in connection with the Public Offering is exercised in full) (the “Private Placement Units”).

NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:

*AGREEMENT *

**Section 1. Authorization, Purchase and Sale; Terms of the Private Placement Units. **

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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 and including all exhibits referenced herein, this “Agreement”), is entered into by and Three Lions Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Three Lions Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of the Company’s units (the “Public Units”), each Public Unit consisting of one ordinary share of the Company, par value $0.0001 per share (each, a “Share”) and one-half of one warrant, with each whole warrant entitling the holder thereof to purchase one ordinary share at a price of $11.50 per share (each, a “Warrant”). The Purchaser has agreed to purchase an aggregate of 200,000 units (or 228,125 units in the aggregate to the extent the over-allotment option in connection with the Public Offering is exercised in full) (the “Private Placement Units”).

NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:

*AGREEMENT *

**Section 1. Authorization, Purchase and Sale; Terms of the Private Placement Units. **

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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 Three Lions Acquisition Corp., a Cayman Islands exempted company (the “Company”), Three Lions Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), EarlyBirdCapital, Inc. (“EBC”), and each of the undersigned parties listed on the signature page hereto under “Holders”, severally and not jointly (each such party, together with the Sponsor and EBC 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 Sponsor, certain directors of the Company and certain designees of the Sponsor hold an aggregate of 3,833,333 ordinary shares of the Company, par value $0.0001 per share (the “Founder Shares”), up to 500,000 of which will be surrendered to the Company for no consideration depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option;

WHEREAS, EBC and its designees hold an aggregate of 200,000 ordinary shares of the Company, par value $0.0001 per share (the “EBC Founder Shares”);

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2026 by and between Three Lions 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. 333-297177) (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 ordinary share, par value $0.0001 per share (the “Shares”), and one-half of one warrant, with each whole warrant entitling the holder thereof to purchase one ordinary share at a price of $11.50 per share, has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and

WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with EarlyBirdCapital, Inc., as representative (the “Representative”) of the several underwriters (the “Underwriters”) named therein;

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[•], 2026

Three Lions Acquisition Corp.

888 Prospect Street

La Jolla, CA 92037

EarlyBirdCapital, Inc.

366 Madison Ave 8th Floor

New York, NY 10017

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 Three Lions Acquisition Corp., a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc., 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 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Shares”), and one-half of one warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has applied to have the Units, Shares and Warrants listed on the Nasdaq Global Market. Certain

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FORM OF LENDER JOINDER AGREEMENT

This LENDER JOINDER AGREEMENT (this “Joinder”) is made as of _______, 20__.

Reference is made to the Amended and Restated Revolving Credit Agreement, dated as of August 18, 2026, entered into by and among each borrower listed on Schedule 1.01(B) thereto (collectively, the “Borrowers”), Mizuho Bank, Ltd. and KKR Capital Markets, as the joint lead arrangers, each lending institution that becomes a lender thereunder (the “Lenders”), and Mizuho Bank, Ltd., as the administrative agent (in such capacity, the “Administrative Agent”), the collateral agent (in such capacity, the “Collateral Agent”) and the Letter of Credit Issuer (as the same may be modified, amended, supplemented or restated from time to time, the “Credit Agreement”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Credit Agreement and the rules of interpretation set forth in Section 1.02of the Credit Agreement shall apply as if fully set forth herein, mutatis mutandis.

The “Additional Lender” referred to on Annex Ihereto agrees as follows:

The Additional Lender agrees to become a Lender and to be bound by the terms of the Credit Agreement as a Lender pursuant to Section [2.18][10.06] of the Credit Agreement.

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THE LOANS HEREUNDER HAVE BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” FOR U.S. FEDERAL INCOME TAX PURPOSES. THE (1) ISSUE PRICE, (2) AMOUNT OF ORIGINAL ISSUE DISCOUNT, (3) ISSUE DATE, (4) YIELD TO MATURITY FOR SUCH NOTE, AND (5) ANY OTHER INFORMATION REQUIRED TO BE MADE AVAILABLE BY U.S. TREASURY REGULATIONS MAY BE OBTAINED BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO THE BORROWER AT THE FOLLOWING ADDRESS: 30 HUDSON YARDS, SUITE 7500, NEW YORK, NY, 10001; ATTN: KKR INFRASTRUCTURE CONGLOMERATE LLC.

August 18, 2026

The Borrowers Listed on Schedule 1.01(B),

as the Borrowers,

Mizuho Bank, Ltd.
as Administrative Agent and Letter of Credit Issuer,

Mizuho Bank, Ltd.
as Collateral Agent,

Mizuho Bank, Ltd. and KKR Capital Markets
as Joint Lead Arrangers

and

the Lendersfrom time to time party hereto

AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

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TABLE OF CONTENTS

Page

ARTICLE 1

DEFINITIONS AND INTERPRETATIONS

Section 1.01.    Definitions    1

Section 1.02.    Related Matters    41

Section 1.03.    Letter of Credit Amounts    44

Section 1.04.    Rates    44

Section 1.05.    Exchange Rates; Currency Equivalents    45

Section 1.06.    Irish Terms.    45

Section 1.07.    Jersey Terms    45

ARTICLE 2
AMOUNT AND TERMS OF THE CREDIT FACILITY

Section 2.01.    Loans    46

Section 2.02.    Increase in the Maximum Commitment    47

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Palo Alto Networks, Inc.

Executive Change in Control and Severance Policy

Effective as of August 20, 2026 (the “Effective Date”)

This Executive Change in Control and Severance** **Policy (the “Policy”) is designed to provide certain protections to a select group of key members of senior management of Palo Alto Networks, Inc. (the “Company”) or any of its subsidiaries in connection with a change in control of the Company or in connection with the involuntary termination of their employment under the circumstances described in the Policy. The Policy is designed to be an “employee welfare benefit plan” under Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and Section 2520.104-23 of the regulations promulgated by the U.S. Department of Labor.

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AMENDMENT NO. 6

AMENDMENT NO. 6, dated as of August 20, 2026 (this “Amendment”), to the Term Loan Credit Agreement, dated as of May 6, 2019 (as amended by that certain Amendment No. 1, dated as of April 8, 2021, that certain Amendment Agreement, dated as of March 13, 2023, that certain Amendment No. 2, dated as of April 24, 2023, that certain Amendment No. 3, dated as of January 31, 2024, that certain Amendment No. 4, dated as of December 12, 2024, that certain Amendment No. 5, dated as of January 15, 2026, and as further amended, restated, supplemented or modified from time to time prior to the date hereof, the “Credit Agreement”), among ADIENT US LLC, a Michigan limited liability company (the “Lead Borrower”), ADIENT GLOBAL HOLDINGS S.À R.L., a private limited liability company (société à re-sponsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg (together with the Lead Borrower, collectively, the “Borrowers” and each, a “Borrower”), each Lender from time to time party thereto, the other parties party thereto and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent (in such capacities, the “Agent”), by and among the Borrowers, Adient plc (“Parent”), the other Loan Parties party hereto, the Agent, the 2026 Incremental Term B-2 Lender (as defined in Schedule Ihereto) party hereto and the other entities party hereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Amended Credit Agreement (as defined herein).

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Bleichroeder Acquisition Corp. II

1345 Avenue of the Americas, Fl 47

New York, NY 10105

August 19, 2026

MJP Advisory Group LLC

1345 Avenue of the Americas, Fl 47

New York, NY 10105

Re:	Amended and Restated Advisory Services Agreement

Ladies and Gentlemen:

This amended and restated letter agreement (this “Agreement”), by and between Bleichroeder Acquisition Corp. II (the “Company”) and MJP Advisory Group LLC (“MJP”), dated as of the date hereof, amends and restates in its entirety that certain Advisory Services Agreement, dated as of November 24, 2025, by and between the Company and MJP (the “Original Agreement”).

MJP has provided, and continues to provide, extraordinary services to the Company beyond the nature and scope of the services anticipated at the time the Original Agreement was executed, including , without limitation, services on Schedule A, in connection with the negotiation and execution of that certain Agreement and Plan of Merger, dated as of February 28, 2026, as amended from time to time, to which the Company, Bleichroeder Acquisition France Merger Sub 2 and Pasqal Holding SAS are parties (the “Pasqal Business Combination Agreement”), and the transactions contemplated thereby (the “Pasqal Business Combination”), and the Company’s continuing efforts toward the anticipated consummation and closing of the Pasqal Business Combination.

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of August 20, 2026, between ESS Tech, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to (i) an effective registration statement under the Securities Act (as defined below) as to the Shares (as defined below) and the Pre-Funded Warrants (as defined below) and (ii) an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof or Regulation D thereunder as to the Common Warrants (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, Securities (as defined below) of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE I.
DEFINITIONS

1.1Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1:

1.2        “Acquiring Person” shall have the meaning ascribed to such term in Section 4.5.

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