Browse EX-10 agreements

FINANCIAL ADVISORY AGREEMENT

 

 

Date: June 23, 2026

 

This Financial Advisory Agreement (this “Agreement”) is entered into by and between ADVASA Holdings, Inc., a Delaware corporation (the “Company”), and WestPark Capital, Inc. (the “Advisor”). The Advisor shall provide financial advisory services and lawful market awareness assistance in connection with the direct listing of the Company’s common stock on The Nasdaq Stock Market (the “Transaction” or “Direct Listing”), subject to the terms and conditions of this Agreement.

 

This Agreement completely amends, integrates, supersedes, and replaces all prior proposals, drafts, engagement letters, side letters, fee letters, understandings, and arrangements between the parties regarding the same subject matter. No fees, late fees, collection costs, rights of first refusal, exclusivity, broad tail protections, broad indemnities, or other payment obligations or restrictions shall survive unless expressly restated in this Agreement.

 

Section 1. Purpose and Priority of Regulatory Compliance

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Independent Director Agreement

Dated as of June 24, 2026

 

This Independent Director Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between Advasa Holdings, Inc., a Delaware corporation (the “Company”) and William Witherspoon (the “Director”). The Company and Director may collectively be referred to as the “Parties” and each individually as a “Party”.

 

WHEREAS, the Company has appointed the Director to the Board of Directors of Company (the “Board”) and now desires to enter into an agreement with the Director with respect to Director’s continuing service as a director of Company; and

 

WHEREAS, the Director is willing to continue serving as a director of Company upon the terms and conditions set forth herein and in accordance with the provisions of this Agreement;

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Independent Director Agreement

Dated as of June 24, 2026

 

This Independent Director Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between Advasa Holdings, Inc., a Delaware corporation (the “Company”) and Ferdinand Groenewald (the “Director”). The Company and Director may collectively be referred to as the “Parties” and each individually as a “Party”.

 

WHEREAS, the Company has appointed the Director to the Board of Directors of Company (the “Board”) and now desires to enter into an agreement with the Director with respect to Director’s continuing service as a director of Company; and

 

WHEREAS, the Director is willing to continue serving as a director of Company upon the terms and conditions set forth herein and in accordance with the provisions of this Agreement;

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, 2026

 

Viking Acquisition Corp. II

900 Third Avenue, 18th Floor,

New York, NY 10022

 

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 Viking Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a Division of Cohen and 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 23,000,000 of the Company’s units (including up to 3,000,000 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-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Sha

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INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of _______, 2026 by and between Viking Acquisition Corp. II, 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. 333-296719) (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-third of one redeemable warrant (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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Exhibit 10.13

SINDA LTD.

EMPLOYMENT AGREEMENT

 

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of June 23, 2026 (the “Effective Date”), between SINDA LTD., a Delaware corporation (the “Company”), and Luis Barreto (“Executive”).

 

WHEREAS, Executive and the Company previously entered into that certain Consulting Agreement dated January 18, 2026 (the “Consulting Agreement”);

WHEREAS, the Company desires to now employ Executive on the terms and subject to the conditions set forth herein;

WHEREAS, the Consulting Agreement will end as of the Effective Date of this Agreement;

WHEREAS, the Company and its subsidiary and affiliated companies (collectively, the “Sinda Group”) through the Company’s Mexican subsidiary, SNDA EXPLORACION, S. DE R.L. DE C.V. (“SINDA Mexico”), intend to build a silver and gold mine and processing facility in Guanajuato, Mexico (the “Facility”);

WHEREAS, Executive desires to be employed by the Company and use Executive’s expertise for the benefit of the Company and/or the Sinda Group on the terms set forth herein;

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Exhibit 10.19

INDEMNITY AGREEMENT

This Indemnity Agreement (this “Agreement”), dated as of          , 2026, is made by and between Sinda Ltd., a Delaware corporation (the “Company”), and          (the “Indemnitee”).

RECITALS

(A)

The Company is aware that competent and experienced persons are increasingly reluctant to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance and/or indemnification, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officers;

(B)

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Exhibit 10.17

 

SINDA LTD.

EMPLOYMENT AGREEMENT

 

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of June 23, 2026 (the “Effective Date”), between SINDA LTD., a Delaware corporation (the “Company”), and Scott F. Cole (“Executive”).

 

WHEREAS, Executive and the Company previously entered into that certain Consulting Agreement dated January 19, 2026 (the “Consulting Agreement”);

WHEREAS, the Company desires to now employ Executive on the terms and subject to the conditions set forth herein;

WHEREAS, the Consulting Agreement will end as of the Effective Date of this Agreement;

WHEREAS, the Company and its subsidiary and affiliated companies (collectively, the “Sinda Group”) through the Company’s Mexican subsidiary, SNDA EXPLORACION, S. DE R.L. DE C.V. (“SINDA Mexico”), intend to build a silver and gold mine and processing facility in Guanajuato, Mexico (the “Facility”);

WHEREAS, Executive desires to be employed by the Company and use Executive’s expertise for the benefit of the Company and/or the Sinda Group on the terms set forth herein;

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Exhibit 10.14

SINDA LTD.

CONSULTING SERVICES AGREEMENT

THIS CONSULTING SERVICES AGREEMENT (this “Agreement”) is made and entered into as of June 23, 2026 (the “Effective Date”) between Sinda Ltd., a Delaware corporation (the “Company”), and Jaime Cortés Alvarez (“Consultant”).

WHEREAS, Consultant has been providing consulting services to the Company since November 2025 (the “Existing Engagement”);

WHEREAS, the Company desires to engage Consultant to provide the “Services” (as defined below) to the Company, and Consultant desires to be engaged by the Company and provide the Services, in each case pursuant to the terms and conditions of this Agreement;

WHEREAS, the Existing Agreement will automatically terminate as of the Effective Date; and

WHEREAS, the Company, through its Mexican subsidiary, SNDA Exploración, S. de R.L. de C.V. (“Sinda Mexico”) intends to develop a silver and gold mine and processing facility on its concession area located near San Miguel de Allende, Guanajuato, Mexico (the “Facility”).

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Exhibit 10.12

SINDA LTD.

CONSULTING SERVICES AGREEMENT

THIS CONSULTING SERVICES AGREEMENT (this “Agreement”) is made and entered into as of June 23, 2026 (the “Effective Date”) between Sinda Ltd., a Delaware corporation (the “Company”), and Fabián Arturo Galindo Osuna (“Consultant”).

WHEREAS, Consultant and the Company are parties to that certain consulting services agreement dated as of January 1, 2024 (the “Existing Agreement”);

WHEREAS, the Company desires to engage Consultant to provide the “Services” (as defined below) to the Company, and Consultant desires to be engaged by the Company and provide the Services, in each case pursuant to the terms and conditions of this Agreement;

WHEREAS, the Existing Agreement will automatically terminate as of the Effective Date; and

WHEREAS, the Company, through its Mexican subsidiary, SNDA Exploración, S. de R.L. de C.V. (“Sinda Mexico”) intends to develop a silver and gold mine and processing facility on its concession area located near San Miguel de Allende, Guanajuato, Mexico (the “Facility”).

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Exhibit 10.10

SINDA LTD.

CONSULTING SERVICES AGREEMENT

THIS CONSULTING SERVICES AGREEMENT (this “Agreement”) is made and entered into as of June 23, 2026 (the “Effective Date”) between Sinda Ltd., a Delaware corporation (the “Company”), and Daniel Muñiz Quintanilla (“Consultant”).

WHEREAS, the Consultant and the Company are parties to that certain letter agreement dated as of May 28, 2021, as amended as of May 25, 2022 and further amended and restated as of March 19, 2026 (the “Existing Agreement”);

WHEREAS, the Company desires to engage Consultant to provide the “Services” (as defined below) to the Company, and Consultant desires to be engaged by the Company and provide the Services, in each case pursuant to the terms and conditions of this Agreement;

WHEREAS, the Existing Agreement will automatically terminate as of the Effective Date; and

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Date: June 1, 2026

 

To

Konkola Copper Mines PLC

Stand M/1408 Fern Ave,

Chingola,

Copperbelt Province

 

Dear Sir,

 

Sub: Letter of Support for financial assistance to M/s. Konkola Copper Mines PLC

 

We, Vedanta Resources Ltd (‘the Ultimate Holding Company/VRL”), have reviewed the consolidated financial statements of Konkola Copper Mines, Plc (“the Company”) prepared under US GAAP for the year ended March 31, 2026 and noted that the Company has incurred operating loss of USD 47 million and amounting to USD 302 million in the immediately preceding financial year. In addition to these conditions, the Company has short term borrowings of USD 8.5 million as at March 31, 2026 which are repayable in the next 12 months. The aforementioned factors indicate the existence of material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern.

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