Browse EX-10 agreements

As of March 13, 2026

 

To the Board of Directors of Pelican Acquisition II Corporation

 

Dear Sirs:

 

The undersigned, on behalf of itself and its designees, hereby offers to purchases an aggregate of 200,000 ordinary shares, par value $0.0001 per share (“Shares”), of Pelican Acquisition II Corporation (“Company”), for an aggregate purchase price, and total consideration, of $2,318, on the terms set forth herein. Capitalized terms used and not otherwise defined in this letter have the meanings to be given to such terms in the Underwriting Agreement to be entered into between the Company and the undersigned in connection with the Company’s proposed initial public offering (the “Offering”).

…

FORM OF PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

 

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT, dated as of [●], 2026 (this “Agreement”), is entered into by and between DPC Holdings Limited (to be named DPC Holdings PLC) a Jersey, Channel Islands company (the “Company”), and [●], a [●] (the “Purchaser”).

 

WHEREAS, the Company intends to consummate an initial public offering (the “IPO”) of the Company’s ordinary shares, of no par value per share (the “Ordinary Shares”) and list on the New York Stock Exchange, and the Purchaser would like to purchase Ordinary Shares in a concurrent private placement at a price per share equal to the price per share to the public in the IPO.

 

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. Purchase and Sale.

…

Execution version

 

Dated        23 April       2024

 

(1)

Alloy Parent Limited (as the Parent)

 

(2)

Dundee Pikco Limited and others (as the Company)

 

(3)

Wells Fargo Capital Finance (UK) Limited (as Agent and Security Agent)

 

 

 

SECOND AMENDMENT AND RESTATEMENT AGREEMENT

 

 

 

 

 

 

 

CONTENTS

 

Clause

Page

Interpretation

2

Effectiveness of Agreement

3

Representations

3

Release and Waiver

3

Refinance and 2020 Intercreditor Agreement

4

Costs and Expenses

5

Guarantee Confirmation

6

Security Confirmation

6

Ucc Filings

6

No Novation

6

Assignments and Transfers by Obligors

6

Assignments and Transfers by the Lenders

6

Counterparts and Delivery

7

Governing Law

7

Jurisdiction of English Courts

7

Service of Process

7

 

Schedules

 

Schedule 1 The Parties

8

Part 1 The Borrowers

8

Part 2 The Guarantors

8

Part 3 The Lenders

10

Schedule 2 Conditions Precedent

11

Schedule 3 Second Amended and Restated Facility Agreement

…

Option Award Agreement DPC Holdings Limited 2026 Equity Incentive Plan

 

DPC Holdings Limited, a registered private company incorporated in Jersey (the “Company”), grants to the Participant named below (“you”) [an Incentive/a Nonstatutory] Stock Option to purchase the number of Shares set forth below (the “Option”), under this Option Award Agreement (“Agreement”).

 

Governing Plan:

DPC Holdings Limited 2026 Equity Incentive Plan (the “Plan”)

Defined Terms:

As set forth in the Plan, unless otherwise defined in this Agreement

Participant:

[Name]

[Type of Option:

[Incentive/Nonstatutory] Stock Option

Grant Date:

[Date]

Number of Shares Purchasable:

[___]

Exercise Price per Share:

20%

$[100% of IPO Price] (“Tranche A”)

20%

$[110% of IPO Price] (“Tranche B”)

20%

$[121% of IPO Price] (“Tranche C”)

20%

$[133.1% of IPO Price] (“Tranche D”)

20%

$[146.4% of IPO Price] (“Tranche E”)

Original Expiration Date:

…

PRIVATE & CONFIDENTIAL

 

Name 

By Email

 

          , 2026

 

Dear Name,

 

Management Incentive Plan (“MIP”)

 

Capitalised terms used but not otherwise defined in this letter shall have the meanings given to them in the existing MIP Rules for Members (the “MIP Rules”).

 

We are writing to you in connection with your participation in the MIP. This letter, to be signed as a deed, constitutes a request for your consent, in your capacity as a Participant, to

 

i)

a proposed variation to the MIP Rules when determining the amount of your MIP payment (the “Proposed Variation”) and

 

ii)

commit to reinvest part of your MIP payment to buy Ordinary Shares when the company goes public (IPO). You’ll buy these shares at the set price through a special program (called a directed share program) run by one of the underwriters. This program is designed to help people purchase shares during the IPO.

 

Variation to the existing MIP Rules

…

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the “Agreement”) is entered into and executed as of June 11, 2026 (the “Execution Date”), by and between Stewards, Inc., a Nevada corporation (the “Company”), and Scott McGowan (“Executive”). This Agreement shall be effective as of June 1, 2026 (the “Effective Date”).

 

RECITALS

WHEREAS, Executive previously entered into an Employment Agreement with Favo Capital, Inc. (now known as Stewards, Inc.) dated November 1, 2025 (the “Prior Agreement”);

WHEREAS, the Company has changed its name from Favo Capital, Inc. to Stewards, Inc. and is advancing toward a NASDAQ uplisting;

 

WHEREAS, the Board of Directors and Compensation Committee have approved updated compensation structures consistent with the Executive Compensation Program framework set forth in the memorandum dated October 23, 2025 (the “Compensation Program Memorandum”); and

WHEREAS, the parties desire to amend and restate the Prior Agreement in its entirety to reflect the

…

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the “Agreement”) is entered into and executed as of June 11, 2026 (the “Execution Date”), by and between Stewards, Inc., a Nevada corporation (the “Company”), and Shaun Quin (“Executive”). This Agreement shall be effective as of June 1, 2026 (the “Effective Date”).

RECITALS

WHEREAS, Executive previously entered into an Employment Agreement with Favo Capital, Inc. (now known as Stewards, Inc.) dated August 20, 2024 (effective June 1, 2023) (the “Prior Agreement”);

WHEREAS, the Company has changed its name from Favo Capital, Inc. to Stewards, Inc. and is advancing toward a NASDAQ uplisting;

 

WHEREAS, the Board of Directors has revised Executive’s role to Chief Executive Officer and approved updated compensation structures consistent with the Executive Compensation Program framework set forth in the memorandum dated October 23, 2025 (the “Compensation Program Memorandum”); and

…

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the “Agreement”) is entered into and executed as of June 11, 2026 (the “Execution Date”), by and between Stewards, Inc., a Nevada corporation (the

“Company”), and Katy Murless (“Executive”). This Agreement shall be effective as of June 1, 2026 (the “Effective Date”).

RECITALS

WHEREAS, Executive was previously employed by Favo Capital, Inc. (now known as Stewards, Inc.) pursuant to that certain Employment Agreement dated September 1, 2025 (the “Prior Agreement”);

WHEREAS, the Company has changed its name from Favo Capital, Inc. to Stewards, Inc. and is advancing toward a NASDAQ uplisting;

 

WHEREAS, the Board of Directors and Compensation Committee have approved updated compensation structures consistent with the Executive Compensation Program framework set forth in the memorandum dated October 23, 2025 (the “Compensation Program Memorandum”); and

…

CHAIRMAN OF THE BOARD SERVICES AGREEMENT

This Chairman of the Board Services Agreement (the “Agreement”) is entered into as of June 11, 2026 (the “Execution Date”) by and between Stewards, Inc., a Nevada corporation (the “Company”), and Glen Steward (“Director”). This Agreement shall be effective as of June 1, 2026 (the “Effective Date”).

WHEREAS, Director previously served as Chief Strategy Officer of the Company (or its predecessor, Favo Capital, Inc.) pursuant to a prior employment agreement, which has been terminated or superseded;

WHEREAS, the Board of Directors of the Company (the “Board”) has previously appointed Director to serve as a member of the Board and currently as Chairman of the Board and;

 

WHEREAS, Director is not an employee of the Company and will serve in a non-employee capacity;

 

WHEREAS, Director is a significant shareholder of the Company and beneficial owner of certain affiliated entities, and the parties wish to address potential conflicts of interest in a transparent manner; and

…

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (the “Agreement”) is entered into and executed as of June 11, 2026 (the “Execution Date”), by and between Stewards, Inc., a Nevada corporation (the

“Company”), and Vaughan Korte (“Executive”). This Agreement shall be effective as of June 1, 2026 (the “Effective Date”).

RECITALS

WHEREAS, Executive previously entered into an Employment Agreement with Favo Capital, Inc. (now known as Stewards, Inc.) dated August 20, 2024 (effective June 1, 2024) and an Amendment to Employment Agreement dated March 1, 2025 (collectively, the “Prior Agreements”);

WHEREAS, the Company has changed its name from Favo Capital, Inc. to Stewards, Inc. and is advancing toward a NASDAQ uplisting;

WHEREAS, the Board of Directors and Compensation Committee have approved updated compensation structures consistent with the Executive Compensation Program framework set forth in the memorandum dated October 23, 2025 (the “Compensation Program Memorandum”); and

…

TRANSITION AND SEPARATION AGREEMENT

This Transition and Separation Agreement (this “Agreement”) is made as of June 11, 2026 (the “Effective Date”), by and between Stewards, Inc., a Nevada corporation (the “Company”), and Vincent Napolitano (“Executive”). The Company and Executive are collectively referred to herein as the “Parties” and each individually as a “Party.”

 

RECITALS

WHEREAS, Executive was a founder of the Company and has served as its Chairman and Chief Executive Officer;

 

WHEREAS, the Company and Executive entered into that certain Employment Agreement dated August 20, 2024, with an effective date of June 1, 2023 (the “Employment Agreement”), pursuant to which Executive has been compensated under a W-2 employment arrangement;

 

WHEREAS, the Company and Favo Holdings, LLC entered into that certain Consulting Agreement dated October 25, 2024, with an effective date of June 1, 2023 (the “Consulting Agreement”), pursuant to which additional services have been provided and compensated;

…