Browse EX-10 agreements

REGISTRATION RIGHTS AGREEMENT

BY AND AMONG

ORION180 INSURANCE GROUP INC.

AND

KENNETH GREGG

DATED AS OF [            ], 2026

This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of [         ], 2026, is made by and among:

i.    Orion180 Insurance Group Inc., a Texas corporation (together with any predecessor entities, the “Company”); and

ii.    Kenneth Gregg (together with his Permitted Transferees, the “PrincipalStockholder”).

RECITALS

WHEREAS, the Company has effected the initial public offering (the “IPO”) of the Company’s Class A common stock, par value $0.001 per share (the “Class A Common Stock”), and the transactions contemplated by the Company’s Registration Statement on Form S-1 (File No. 333-[ ò ]);

…

ORION180 INSURANCE GROUP, INC.2026 INCENTIVE AWARD PLAN

ARTICLE I.

PURPOSE

The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capitalized terms used in the Plan are defined in Article XI.

ARTICLE II.

ELIGIBILITY

Service Providers are eligible to be granted Awards under the Plan, subject to the limitations described herein.

ARTICLE III.

ADMINISTRATION AND DELEGATION

…

EQUITY INCENTIVE PLAN OF

ORION180 GROUP, INC.

(As of August 7, 2024)

1.Purpose; Eligibility.

1.1General Purpose. The name of this plan is the Equity Incentive Plan of Orion180 Group, Inc. (the “Plan”). The purposes of the Plan are to (a) enable Orion180 Group, Inc., a Florida corporation (the “Company”), to attract and retain the types of Employees who will contribute to the Company’s long range success; (b) provide incentives that align the interests of Employees with those of the shareholders of the Company; and (c) promote the success of the Company’s business and the business of its Affiliates.

1.2Eligible Award Recipients. The persons eligible to receive Awards are certain Employees of the Company and its Affiliates, as determined in the sole discretion of the Committee.

1.3Available Awards. Awards that may be granted under the Plan include Non-Qualified Stock Options.

2.Definitions.

“Affiliate” means a corporation or other entity that, directly or through one or more intermediaries, controls, is controlled by or is under common control with, the Company.

…

ORION180 INSURANCE GROUP, INC.2026 INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT GRANT NOTICE

Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the “GrantNotice”) have the meanings given to them in the 2026 Incentive Award Plan (as amended from time to time, the “Plan”) of Orion180 Insurance Group, Inc. (the “Company”).

…

INDEMNIFICATION AND ADVANCEMENT AGREEMENT

This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, 20__ by and between Orion180 Insurance Group Inc., a Texas corporation (the “Company”), and ______________, [a member of the Board of Directors/an officer/an employee/an agent] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering indemnification and advancement of expenses.

RECITALS

WHEREAS, the Board of Directors of the Company (the “Board”) believes that 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 and advancement of expenses against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation, or both;

…

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of July 24, 2026 (the “Effective Date”), is entered into by and between Orion180 Insurance Group Inc., a Texas corporation (the “Company”) and Ryan Jesenik (the “Executive”).

WHEREAS, the Company desires to employ the Executive and the Company and the Executive desire to enter into an agreement embodying the terms of such employment, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1.Employment Period. Effective upon the Effective Date, the Executive’s employment hereunder shall be for a term commencing on the Effective Date and continuing until terminated in accordance with Section 3 (the “Employment Period”).

2.Terms of Employment.

(a)Position and Duties.

…

AfterNext Acquisition I Corp.

13 Stamford Road,

#02-11, Singapore 178905

__________, 2026

AfterNext Capital Management Limited

13 Stamford Road,

#02-11, Singapore 178905

Re: Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement (this “Agreement”) by and between AfterNext Acquisition I Corp. (the “Company”) and AfterNext Capital Management Limited (the “Manager of 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 Stock Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 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 or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

…

** **

**THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND THIS NOTE 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 $287,500		_________, 2026

…

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _________, 2026, is made and entered into by and among AfterNext Acquisition I Corp., a Cayman Islands exempted company (the “Company”), AfterNext Sponsor I LLC, a Cayman Islands limited liability company (the “Sponsor”), EarlyBirdCapital, Inc. (“EBC”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and EBC 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

…

PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

** **

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of ________, 2026 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and AfterNext Acquisition I Corp., a Cayman Islands exempted company (the “Company”), and AfterNext Sponsor I LLC, a Cayman Islands limited liability company (the “Purchaser”).

…

SHARE ESCROW AGREEMENT

This Share Escrow Agreement, dated as of ____________, 2026 (“Agreement”), by and among AfterNext Acquisition I Corp., a Cayman Islands exempted company (the “Company”), AfterNext Sponsor I LLC (the “Sponsor”) and the initial shareholders listed on Exhibit A attached hereto (together with the Sponsor, each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).

…

AfterNext Acquisition I Corp.

13 Stamford Road

#02-11, Singapore 178905

ARC Group Securities LLC

398 S. Mill Avenue, Suite 306

Tempe, AZ 85281

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 AfterNext Acquisition I Corp., a Cayman Islands exempted company (the “Company”), and ARC Group Securities LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Shares”), one right (each, a “**

…