Browse EX-10 agreements

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 230,000 units (the “Initial Units”) of the Company, and up to an additional 16,500 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

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Gores Holdings XI, Inc.

6260 Lookout Road

Boulder, CO 80301

[•], 2026

The Gores Group, LLC

6260 Lookout Road

Boulder, CO 80301

Re: Administrative Services Agreement

Gentlemen:

This letter agreement by and between Gores Holdings XI, Inc. (the “Company”) and The Gores Group, LLC (“The Gores Group”), an affiliate of the Company’s sponsor, Gores Sponsor XI LLC, 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 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”), and continuing until the earlier of the consummation by the Company of an initial business combination or 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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INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2026 by and between GORES HOLDINGS XI, INC., a Cayman Islands exempted company (the “Company”), and [Indemnitee] (“Indemnitee”).

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations 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 corporations;

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2026, by and between Gores Holdings XI, Inc., a Cayman Islands exempted company (the “Company”), and Equiniti Trust Company, LLC, a national banking association with trust powers under United States law (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1, No. [•] (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-fourth 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; and

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PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, effective as of [•], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Gores Holdings XI, Inc., a Cayman Islands exempted company (the “Company”), and Gores Sponsor XI LLC, a Cayman Islands exempted limited liability company (the “Purchaser”).

WHEREAS:

The Company intends to consummate an initial public offering of the Company’s units (the “IPO”), each unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-fourth of one redeemable warrant as set forth in the Company’s registration statement on Form S-1, filed with the Securities and Exchange Commission (the “SEC”), File Number [•] (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”);

Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per share; 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 Gores Holdings XI, Inc., a Cayman Islands exempted company (the “Company”), Gores Sponsor XI LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, 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

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Gores Holdings XI, LLC

6260 Lookout Road

Boulder CO 80301

July 22, 2025

Gores Sponsor XI LLC

6260 Lookout Road

Boulder CO 80301

	RE:	Securities Subscription Agreement

Ladies and Gentlemen:

This agreement (the “Agreement”) is entered into on July 22, 2025 by and between Gores Sponsor XI LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Gores Holdings XI, Inc., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 8,970,000 shares of the Company’s Class B ordinary shares (the “Ordinary Shares”), $0.0001 par value per share, up to 1,170,000 of which are subject to surrender and cancellation by you if the underwriter of the initial public offering (“IPO”) of units (“Units”) of the Company does not fully exercise its over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares, are as follows:

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[•], 2026

Gores Holdings XI, Inc.

6260 Lookout Road

Boulder, CO 80301

	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”) to be entered into by and between Gores Holdings XI, Inc., a Cayman Islands exempted company (the “Company”), and Santander US Capital Markets LLC, as representative (the “Representative”) of the several underwriters (collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 35,880,000 of the Company’s units (including up to 4,680,000 units that may be purchased

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THIS PROMISSORY NOTE (“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: $600,000		Dated as of July 22, 2025
		New York, New York

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THIS PROMISSORY NOTE (“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.

AMENDED AND RESTATED PROMISSORY NOTE

Principal Amount: $600,000		Dated as of June 3, 2026
		New York, New York

This AMENDED AND RESTATED PROMISSORY NOTE (this “Note”) is effective as of this 3rd day of June, 2026, by Gores Holdings XI, Inc., a Cayman Islands exempted company (the “Maker”), in favor of Gores Sponsor XI LLC, a Cayman Islands exempted limited liability company or its registered assigns or successors in interest (the “Payee”).

RECITALS

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NORIENT ACQUISITION

April 24, 2026

Re: Founder Subscription Agreement

Gentlemen:

This agreement (this “Agreement”) is entered into on April 24, 2026 by and between FDB IV, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Norient Acquisition, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 5,175,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 675,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:

	1.	SUBSCRIPTION AND PURCHASE OF SECURITIES

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THIS PROMISSORY NOTE (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: Up to $350,000	Dated as of April 24, 2026

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