Browse EX-10 agreements

FORM OF INDEMNIFICATION AGREEMENT

This Agreement, made and entered into effective as of __________, 2026 (“Agreement”), by and between Watu Metals Acquisition Corporation, a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).

WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgated have increased the potential for liability of officers and directors;

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

WHEREAS, it is reasonable, prudent and necessary for the Company to obligate itself contractually to indemnify, hold harmless, exonerate and to advance expenses on behalf of, 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;

…

WATU METALS ACQUISITION CORPORATION

PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT

This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of ______, 2026, by and between Watu Metals Acquisition Corporation, a Cayman Islands exempted company (the “Company”), having its principal executive office at [     ], and Waru Capital Holding Limited, a Cayman Islands exempted company (the “Purchaser”).

WHEREAS, the Company desires to sell on a private placement basis (the “Offering”) an aggregate of 260,000 units (the “Initial Units”) of the Company, and up to an additional 21,000 units (“Additional Units” and together with the Initial Units, the “Units”) of the Company in the event that the underwriters’ 45-day over-allotment option (“Over-Allotment Option”) in the Offering is exercised in full or part, each Unit comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”) and one right (the “Right”), for a purchase price of $10.00 per Unit. Each Right entitles the holder

…

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between WATU METALS ACQUISITION CORPORATION, a Cayman Islands exempted company (the “Company”), and Efficiency INC., a Delaware corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1, (File No. 333-296477) (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 (the “Rights”) entitling the holder thereof to purchase one-seventh (1/7) of one Ordinary Share upon consummation of the Company’s initial business combination (such initial business combination hereinafter referred to as the “Business Combination”, and 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

…

AMENDMENT NO. 1

Dated as of July 24, 2026

to

AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of July 27, 2022

THIS AMENDMENT NO. 1 (this “Amendment”) is made as of July 24, 2026 by and among Balchem Corporation (the “Parent”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as administrative agent for the Non-EEA Agented Borrowers and J.P. Morgan SE, as administrative agent for the EEA Agented Borrowers (collectively, the “Administrative Agent”), under that certain Amended and Restated Credit Agreement dated as of July 27, 2022 by and among the Parent, the Foreign Borrowers from time to time party thereto, the Guarantors from time to time party thereto, the Lenders from time to time party thereto and the Administrative Agent (as further amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Amended Credit Agreement (as defined below).

…

---

Exhibit 10.2

OMNIBUS REAFFIRMATION AND AMENDMENT AGREEMENT

This OMNIBUS REAFFIRMATION AND AMENDMENT AGREEMENT (this “Agreement”), dated as of July 24, 2026, is entered into by and among BALCHEM CORPORATION, a Maryland corporation (the “Parent”), each of the Domestic Subsidiary Guarantors party hereto (the “Domestic Guarantors”, and collectively with the Parent, the “Domestic Loan Parties”) and JPMORGAN CHASE BANK, N.A, as Administrative Agent (in such capacity, the “Administrative Agent”).  Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Credit Agreement (as defined hereinafter).

…

---

Exhibit 10.11

FORM OF [DIRECTOR][EXECUTIVE OFFICER] DEED OF INDEMNITY

THIS DEED OF INDEMNITY is made on the ______________, 2026

BETWEEN:

(1)	NEWCLEO PLC, a public limited company registered in England and Wales with company number 13274878 whose registered office is at 55 South Audley Street, London, England, W1K 2QH (the “Company”); and

…

**FORM OF **

**REGISTRATION RIGHTS AGREEMENT **

This REGISTRATION RIGHTS AGREEMENT, dated as of [•], 2026, is entered into by and among YPF Energía Eléctrica S.A., a corporation incorporated under the laws of Argentina (the “Company”), BNR Power Investments B.V (“BNR”) and YPF S.A. (“YPF” and, together with BNR, the “Shareholders”).

**RECITALS **

WHEREAS, the Company intends to consummate an initial public offering of Class B common shares and American depositary shares representing Class B common shares of the Company registered under the Securities Act of 1933, as amended (the “IPO”);

WHEREAS, immediately following consummation of the IPO, the Shareholders beneficially own common shares or other equity securities of the Company that were not sold in the IPO and that may constitute restricted securities or control securities under the Securities Act;

…

[XX XXXX], 2026

Karman Line Acquisition Corp.
1200 N. Federal Hwy, Suite 200
Boca Raton, FL 33432

	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 Karman Line 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 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

…

CONSULTING SERVICES AGREEMENT

This Consulting Services Agreement (the “Agreement”) is made and entered into as of [       ], 2026 by and between ArgoSat Consulting LLC, whose address is 14 Harwood Ct., Suite 415 #1004, Scarsdale, NY 10583 (the “Consultant”), and Karman Line Acquisition Corp. (the “Company”), whose address is 1200 N Federal Highway, Suite 200, Boca Raton, FL 33432.

RECITALS

WHEREAS, the Company is a special purpose acquisition vehicle (“SPAC”);

WHEREAS, the Company wishes to retain Consultant to provide certain consulting services for and on behalf of the Company;

WHEREAS, the Consultant acknowledges this is a remote consulting engagement where the Consultant provides consulting services and advice, which may include but are not limited to assisting with analysis and advice regarding the potential investment opportunities for special purpose acquisition companies;

…

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of XXXX XX, 2026 by and between Karman Line 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 “*Reg*istration 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;

…

INDEMNNIFICATION AGREEMENT

**THIS INDEMNITY AGREEMENT **(this “Agreement”) is made as of [XXXX XX,], 2026, by and between Karman Line Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).

RECITALS

**WHEREAS, **highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such companies;

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its Subsidiaries (as defined below) from certain liabilities;

…

PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNIT PURCHASE AGREEMENT, dated as of [*], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Karman Line Acquisition Corp., a Cayman Islands exempted company, and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of (1) one Class A ordinary share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and (2) one-third of one redeemable warrant (a “Warrant”) to purchase Ordinary Share (a “Warrant Share”) to be governed by the Warrant Agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”),. 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

…