Browse EX-10 agreements

PRIVATE UNIT SUBSCRIPTION AGREEMENT

BETWEEN THE REGISTRANT AND THE SPONSOR

Southern Cross Acquisition II Corp.

1412 Broadway, 21st Floor Suite 21V

New York, NY 10018

[__], 2026

Ladies and Gentlemen:

Southern Cross Acquisition II Corp. (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”), pursuant to a registration statement on Form S-1 (File No. 333-[  ]) (“Registration Statement”).

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SECURITIES TRANSFER AGREEMENT

This Securities Transfer Agreement is dated as of [•], 2026 (this “Transfer”), by and among Southern Cross Acquisition II Sponsor Corp., a Cayman Islands exempted company (the “Seller”), Southern Cross Acquisition II Corp. , a Cayman Islands exempted company (the “Company”), and Hongmei Zhao, with an address at 301, Unit 2, Building 35, Xianghaiyuan, Daxing District, Beijing, China (the “Buyer”).

WHEREAS, on the terms and subject to the conditions set forth in this Transfer, the Seller wishes to transfer to the Buyer ordinary shares, $0.0001 par value (“Ordinary Shares”) of the Company, a newly-organized blank check company, or special purpose acquisition company, formed for the purpose of effecting a merger, stock exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”), and the Buyer wish to purchase and receive such Initial Shares (as defined below) from the Seller.

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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 ordin

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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. 333-296802 (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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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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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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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:

	1.	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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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, one redeemable warrant and one right, do not fully exercise their over-allotment option (t

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[   ], 2026

OceanLight Acquisition Corporation

1185 6th Avenue, 3rd Fl.

New York, NY 10036

Ladies and Gentlemen:

OceanLight Acquisition Corporation (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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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation to Registration Statement on Form S-1, of our report dated March 25, 2026, of LEEF Brands, Inc. relating to the audits of the consolidated financial statements as of December 31, 2025 and 2024 and for the periods then ended and the reference to our firm under the caption “Experts” in the Registration Statement.

/s/ M&K CPA’s, PLLC

The Woodlands, TX

July 8, 2026

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Exhibit 10.1

FIRST AMENDMENT TO CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of July 7, 2026 (this “Amendment”), is made by and among ENERPAC TOOL GROUP CORP., a Wisconsin corporation (the “Company”), ENERPAC FINANCE LIMITED, a company incorporated in England and Wales with company number 05825819 (“Enerpac Finance”), ATU EURO FINANCE B.V., a Dutch entity, with seat (statutaire zetel) in Ede, the Netherlands, Trade Register number 53136918 (“ATU” and, together with the Company and Enerpac Finance, collectively, the “Borrowers” and each individually, a “Borrower”), the GUARANTOR listed on the signature pages hereto, the FIRST AMENDMENT INCREMENTAL REVOLVING LENDER (as defined below) and PNC BANK, NATIONAL ASSOCIATION, in its capacity as the administrative agent for the Lenders (in such capacity, the “Administrative Agent”), Swingline Loan Lender and Issuing Lender.

W I T N E S S E T H:

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EXHIBIT 10.1.1

Amendment Number One to the Letter of Intent

This Amendment Number One to the Letter of Intent, dated and effective as of July 8, 2026 (“Effective Date”), (referred to as the “Amendment”) is made by Capstone Companies, Inc., a Florida corporation, (“CAP”) and eBliss Global, Inc., a private Delaware corporation, (“EBI”). CAP and EBI may also be referred to individually as a “Party” and collectively as the “Parties”. Intending to be legally bound, the Parties agree:

1. Amendment of Letter of Intent. (a) Amendments. The Parties entered into a certain Letter of Intent, dated and effective as of May 14, 2026, (the “LOI”). Section 3(a) of the LOI provided for a qualified ‘no shop’ period that expires at 7:00 p.m., local Miami, Florida time, on July 31, 2026, (referred to as the “Exclusivity Period” in Section 3(a) of the LOI ) and Section 6(a) of the LOI provides that the term of the LOI expires upon the expiration of the Exclusivity Period (as defined in Section 3)(a) of the LOI). The Parties hereby amend the LOI as follows:

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