Browse EX-10 agreements

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

 

This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the 17th day of June, 2026, by and between Texas Ventures Acquisition IV Corp, a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Subscriber”).

 

WHEREAS, the Company desires to sell to the Subscriber on a private placement basis (the “Offering”) an aggregate of 1,875,000 warrants (or 2,325,000 private placement warrants if the underwriters’ over-allotment option is exercised in full) (each, a “Placement Warrant” and, collectively, the “Placement Warrants”) of the Company, for a purchase price of $1.00 per Placement Warrant, as detailed on Schedule A. The Class A Ordinary Shares (as defined below) underlying the Warrants are hereinafter referred to as the “Warrant Shares.” The Placement Warrants and Warrant Shares, collectively, are hereinafter referred to as the “Securities.” Each whole Placement Warrant is exercisable to purch

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INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 17, 2026 by and between Texas Ventures Acquisition IV 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, as amended (File No. 333-292010) (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-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (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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FORM OF INDEMNITY AGREEMENT

 

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 17, 2026, by and between Texas Ventures Acquisition IV 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;

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

 

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June 17, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Texas Ventures Acquisition IV Corp, a Cayman Islands exempted company (the “Company”), and TXV Partners IV, LLC, a Delaware limited liability company (the “Purchaser”).

 

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A Ordinary Share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and one-half of one redeemable warrant. 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 aggregate of 3,775,000 warrants (including in the event that the over-allotment option in connection with the Public Offering is exercised in full) (the “Private Placement Warrants”), each Private Placement Warrant entitling the h

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June 17, 2026

 

Texas Ventures Acquisition IV Corp

5090 Richmond Ave, Suite 319

Houston, Texas 77056

 

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 Texas Ventures Acquisition IV 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 15,000,000 of the Company’s units (including up to 2,250,000 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-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase o

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REGISTRATION RIGHTS AGREEMENT

 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 17, 2026, is made and entered into by and among Texas Ventures Acquisition IV Corp, a Cayman Islands exempted company (the “Company”), TXV Partners IV, LLC, a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC ( the “Representative”),together with the Sponsor, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

 

RECITALS

 

WHEREAS, the Company has 5,750,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued and outstanding, up to 750,000 of which will be surrendered to the Company for no consideration depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option;

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TEXAS VENTURES ACQUISITION IV CORP

5090 Richmond Ave, Suite 319

Houston, Texas 77056

 

June 17, 2026

 

TXV Partners IV, LLC

5090 Richmond Ave, Suite 319

Houston, Texas 77056

 

Re:

Administrative Services Agreement

 

Ladies and Gentlemen:

 

This letter agreement by and between Texas Ventures Acquisition IV Corp (the “Company”) and TXV Partners IV, LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1, as amended, and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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Exhibit 10.1

 

SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 24, 2026, between GD Culture Group Limited, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

 

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

 

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE I. DEFINITIONS

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SUBSCRIPTION AGREEMENT

 

The undersigned Subscriber hereby agrees to subscribe for shares of Class A Ordinary Shares, $0.00001 par value per share (“Shares”), in GreenVector Holdings Limited, a Cayman Islands exempted company with limited liability (“Company”). The purchase price is fixed at US$1.00 per Share. In subscribing to these Shares, the undersigned Subscriber hereby acknowledges and agrees to the following:

 

●

There is currently no market for the Shares and that a market may never develop for the Shares; and

 

 

 

●

The undersigned understands that this investment in our securities involves a high degree of risk and the undersigned has read the “Risk Factors” set forth in the Form F-1 (File No. [  ]) that registered the Shares.

 

The purchase price due to the Company shall be the number of shares of Class A Ordinary Shares subscribed for multiplied by the purchase price of US$1.00 per share (shares subscribed x US$1.00 = purchase price).

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CUSIP (Term Loans): 00104SAB9

CUSIP (Revolving Commitments): 00104SAC7

 

 

 

CREDIT AGREEMENT

 

dated as of

 

          , 2026,

 

among

 

ADI GLOBAL DISTRIBUTION INC., as Holdings,

 

ADI GLOBAL DISTRIBUTION FUNDING LLC, as Borrower,

 

The Lenders and Issuing Banks Party Hereto,

 

and

 

JPMORGAN CHASE BANK, N.A.,

 

as Administrative Agent

 

JPMORGAN CHASE BANK, N.A. BOFA SECURITIES, INC. WELLS FARGO BANK, NATIONAL ASSOCIATION

as Joint Lead Arrangers, Joint Bookrunners and Syndication Agents

 

BNP PARIBAS PNC CAPITAL MARKETS LLC TRUIST SECURITIES, INC. U.S. BANK NATIONAL ASSOCIATION ROYAL BANK OF CANADA CITIZENS BANK, N.A. CITIBANK, N.A. as Joint Lead Arrangers

 

BNP PARIBAS PNC BANK, NATIONAL ASSOCIATION

TRUIST BANK U.S. BANK NATIONAL ASSOCIATION ROYAL BANK OF CANADA CITIZENS BANK, N.A. CITIBANK, N.A.

KEYBANK NATIONAL ASSOCIATION

THE BANK OF NOVA SCOTIA

BARCLAYS BANK PLC

THE HUNTINGTON NATIONAL BANK

CIBC WORLD MARKETS CORP. as Co-Documentation Agents

 

 

 

 

 

 

TABLE OF CONTENTS

 

 

Page

 

 

Article I

Definitions

1

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ADI EMPLOYEE STOCK PURCHASE PLAN

 

1. Purpose of the Plan. The purpose of this ADI Employee Stock Purchase Plan (the “Plan”) is to provide the employees of ADI Global Distribution Inc. (“ADI”) and its participating subsidiaries with a convenient means of purchasing shares of ADI common stock from time to time at a discount to market prices through the use of payroll deductions. ADI intends that the Plan shall qualify as an “employee stock purchase plan” under Code § 423. Accordingly, the Plan will be construed so as to extend and limit Plan participation in any Offering subject to Code § 423 in a uniform and nondiscriminatory basis consistent with the requirements of Code § 423.

 

2. Definitions. The terms defined in this section are used (and capitalized) elsewhere in this Plan.

 

2.1. “ADI” means ADI Global Distribution Inc., a Delaware corporation, or any successor corporation.

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