Browse EX-10 agreements

Exhibit 10.1

 

DELEGATED SPONSOR AGREEMENT

 

THIS DELEGATED SPONSOR AGREEMENT (the “Agreement”), dated as of June 17, 2026, is made by and between Morgan Stanley Investment Management Inc., a Delaware corporation (the “Delegated Sponsor”), AGS Trustees Limited, a company incorporated in the Cayman Islands (the “Cayman Trustee”), and Morgan Stanley Ethereum Trust, a statutory trust organized under the laws of Delaware (the “Trust”). Capitalized terms used herein and not defined shall have the meaning set forth in the Trust Agreement.

 

1.            The Trust. The Trust is not an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”) and it is not required to register thereunder. The Trust is not a commodity pool for purposes of the Commodity Exchange Act of 1936, as amended, and the Delegated Sponsor is not subject to regulation by the Commodity Futures Trading Commission as a commodity pool operator or a commodity trading advisor.

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Exhibit 10.12

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT AS MARKED WITH [***] BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

 

EXHIBIT C

 

to the Coinbase Prime Broker Agreement

 

COINBASE TRADE FINANCE AGREEMENT

 

1.

Introduction

 

This Coinbase Trade Finance Agreement (“TFA”) dated as of [ ] pursuant to the Coinbase Prime Broker Agreement dated as of March 16, 2026 (including the Custody Agreement, and the Coinbase Master Trading Agreement), as amended from time to time, is entered into by and among the Client (i.e., each entity named in Schedule A to the Coinbase Prime Broker Agreement, each as “Borrower”), Coinbase Credit (“Lender”), Coinbase, Inc. (“Agent” or “Coinbase”), and Coinbase Custody as agent with respect to the Borrower’s balance of Digital Assets held in its Custodial Account (including any Vault Balance) or Vault Account (in each case for purposes of this TFA, the “Custodial Account”) pursuant to Borrower’s Custody Agreement, as applicable,

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Exhibit 10.5

 

EXECUTION VERSION

 

 

 

FORM OF FUND ADMINISTRATION AND ACCOUNTING AGREEMENT

 

THIS AGREEMENT is made as of [ ], 2026 by and between the Morgan Stanley Trusts listed on Appendix A, which may be amended from time to time (each, a “Trust” and referred to together herein as the “Trust,” except as otherwise expressly indicated), each a Delaware statutory trust having its principal office and place of business at 1585 Broadway, New York, NY 10036 and The Bank of New York Mellon, a New York corporation authorized to do a banking business (“BNY”).

 

This Agreement shall constitute separate agreements, each between a single Trust and BNY, as if such Trust had executed a separate Agreement naming only itself as the Trust, and no Trust shall have any liability for the obligations of any other Trust.

 

W I T N E S S E T H:

 

WHEREAS, the Trust will issue shares pursuant to the 1933 Act;

 

WHEREAS, the Trust desires to retain BNY to provide the services described herein, and BNY is willing to provide such services, all as more fully set forth below;

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Exhibit 10.6

 

 

 

FORM OF TRANSFER AGENCY AND SERVICE AGREEMENT

 

THIS AGREEMENT is made as of the [●] day of [●], 20[●], (the “Effective Date”) by and between the Morgan Stanley Trusts as listed on Appendix A (collectively, as Appendix A may be amended from time to time, the “Trust”), each a Delaware statutory trust, having its principal office and place of business at 1585 Broadway, New York, NY 10036 and THE BANK OF NEW YORK MELLON, a New York corporation authorized to do a banking business having its principal office and place of business at 240 Greenwich Street, New York, New York 10286 (the “Bank”).

 

This Agreement shall constitute separate agreements, each between a single Trust and the Bank, as if such Trust had executed a separate Agreement naming only itself as the Trust, and no Trust shall have any liability for the obligations of any other Trust.

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[     ], 2026

 

OceanLight Acquisition Corporation

1185 6th Avenue, 3rd Floor

New York, NY 10036

 

Polaris Advisory Partners LLC

a division of Kingswood Capital Partners LLC

5900 Balcones Drive, Suite 100

Austin, TX 78731

 

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 OceanLight Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Polaris Advisory Partners, (the “Representative”) as representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, $0.0001 par value per share (the “Shares”), one redeemable warrant, and one right. Each right entitles the holder thereof to receive one-fourth (1/4) of one ordinary share upon the consummation of an initial business co

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SHARE ESCROW AGREEMENT

 

SHARE ESCROW AGREEMENT, dated as of [  ], 2026 (the “Agreement”), by and among OCEANLIGHT ACQUISITION CORPORATION, a Cayman Islands exempted company (the “Company”), OCEANLIGHT CAPITAL SPONSOR LTD.(the “Sponsor”), the shareholders of the Company listed on Exhibit A hereto (together with Sponsor and any permitted transferee of the Sponsor or such shareholders after the date hereof in accordance with the terms hereof being referred to as, the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (the “Escrow Agent”).

 

WHEREAS, the Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination (a “Business Combination”) with one or more businesses or entities.

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THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

 

PROMISSORY NOTE

 

Principal Amount: $200,000

Dated as of May 25, 2026

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OCEANLIGHT ACQUISITION CORPORATION

 

May 29, 2026

 

OceanLight Capital Sponsor Ltd.

1185 Avenue of the Americas, Suite 304

New York, NY 10036

 

RE:

Securities Subscription Agreement

 

Ladies and Gentlemen:

 

This agreement (the “Agreement”) is entered into on May 29, 2026, by and between OceanLight Capital Sponsor Ltd., a British Virgin Island (“BVI”) Business Company (the “Subscriber” or “you”), and OceanLight Acquisition Corporation, a Cayman Islands exempted Company (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 4,933,500 ordinary shares, $0.0001 par value per share, up to 643,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit consisting of one ordinary share and one right, do not fully exercise their over-allotment option (the “Over-allotment Option”) (herein referred to as the “Shares”). The Company and the Subscriber’s agreements re

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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 OceanLight Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and OceanLight Capital Sponsor Ltd., a British Virgin Island (“BVI”) business company (the “Sponsor”)(the Sponsor together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).

 

RECITALS

 

WHEREAS, the Sponsor and certain other Holders (if any) collectively own an aggregate of 4,933,500 Ordinary Shares (the “Founder Shares”), par value $0.0001 per share (the “Ordinary Shares”), of the Company, issued prior to the date hereof in a private placement and pursuant to certain transfers;

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Investment Management Trust Agreement

 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [       ], 2026 by and between OceanLight Acquisition Corporation, 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, No. 333-[  ] (the “Registration Statement”), for its initial public offering of Company’s units (the “Units”), each of which consists of one ordinary share, par value $0.0001 per share (the “Ordinary Shares”), one redeemable warrant, and one right to receive one-fourth (1/4) of one Ordinary Share upon the consummation of the Company’s initial business combination (such initial public offering hereinafter referred to as the “Offering”); and

 

WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Polaris Advisory Partners LLC, (the “Representative”) acting as the representative of the underwriters in the Offering; and

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Administrative Services Agreement

 

This Administrative Service Agreement (the “Agreement”) dated [  ], 2026, is between OceanLight Capital Sponsor Ltd., herein referred to as “Service Provider” and OceanLight Acquisition Corporation, herein referred to as “Customer”.

 

Service Provider has agreed to provide services to the Customer on the terms and conditions set out in this Agreement, while Customer is of the opinion that Service Provider has the proper and necessary qualifications, experience and abilities to provide services to Customer.

 

Therefore in consideration of the matters described above, the receipt and sufficiency of which consideration is hereby acknowledged, the Customer and the Service Provider agree as follows:

 

Scope of Work

 

The Service Provider is to provide the Customer with the following services (the “Services”): general and administrative services, including office space, administrative and support services, as may be reasonably required by the Company.

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[   ], 2026

 

OceanLight Acquisition Corp.

1185 6th Avenue, 3rd Fl.

New York, NY 10036

 

Ladies and Gentlemen:

 

OceanLight Acquisition Corp. (the “Company”), a blank check company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (the “Securities Act”), in connection with its initial public offering (“IPO”). The Company currently anticipates selling units (“Units”) in the IPO, each comprised of one ordinary share, par value $0.0001 per share, of the Company (“Ordinary Share(s)”), one redeemable warrant (“Warrant(s)”), and one right (“Right(s)”) entitling the holder thereof to receive 1/4th of one Ordinary Share upon the completion of an initial Business Combination.

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