Browse EX-10 agreements

Execution Version

 

INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 24, 2026, by and between Alpex Acquisition Corporation, a Cayman Islands corporation (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability trust company (the “Trustee”).

 

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-294978) (the “Registration Statement”) and prospectus (the “Prospectus”), for its initial public offering of the Company’s units (the “Units”), each of which consists of one share of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), one warrant, each whole warrant entitling the holder to purchase one Ordinary Share (the “Warrants”), and one right to receive one-fourth (1/4) of an Ordinary Share upon the consummation of an initial business combination (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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Execution Version

 

INDEMNIFICATION AGREEMENT

 

This Agreement, made and entered into effective as of June 24, 2026 (“Agreement”), by and between Alpex 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; and

 

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; and

 

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; and

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Execution Version

PRIVATE UNIT SUBSCRIPTION AGREEMENT

BETWEEN THE REGISTRANT AND THE SPONSOR

 

Alpex Acquisition Corporation

300 Delaware Ave. Suite 210 #494

Wilmington, DE 19801

 

June 24, 2026

 

Ladies and Gentlemen:

 

Alpex Acquisition Corporation (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. 333-294978) (“Registration Statement”).

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Execution Version

REGISTRATION RIGHTS AGREEMENT

 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of June 24, 2026, by and among Alpex Acquisition Corporation, a Cayman Islands company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).

 

WHEREAS, the Investors and the Company desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of the securities held by them as of the date hereof; and

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1. DEFINITIONS. The following capitalized terms used herein have the following meanings:

 

“Agreement” means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.

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Execution Version

 

June 24, 2026

 

Alpex Acquisition Corporation

300 Delaware Ave. Suite 210 #494

Wilmington, DE 19801

 

Re: Initial Public Offering

 

Ladies and Gentlemen:

 

This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Alpex Acquisition Corporation , a Cayman Islands company (the “Company”), and D. Boral Capital LLC , as representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Share”), one redeemable warrant, with each whole warrant to acquire one Ordinary Share (the “Warrants”), and one right to receive one-fourth (1/4) of one Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 14 hereof.

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Execution Version

INDEMNIFICATION AGREEMENT

 

This Agreement, made and entered into effective as of June 24, 2026 (“Agreement”), by and between Alpex 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; and

 

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; and

 

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; and

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Exhibit 10.1

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June 25, 2026

By e-mail transmission (***)

Ms. Lucy Fato

Re:Employment Transition

Dear Lucy:

This letter agreement (this “Agreement”) sets forth the understanding between you and Seaport Entertainment Group Inc. (the “Company”) regarding your transition from employment and the services you are anticipated to provide between the date of this Agreement and the end of your Company employment (such period, the “Transition Period”). Reference is made to that certain Employment Agreement by and between the Company (by assignment from Howard Hughes Holdings Inc.) and you, dated as of May 1, 2024, as amended by that certain Amendment to Employment Agreement entered into as of August 1, 2024 (the “Employment Agreement”). Capitalized terms not defined herein have the meanings given to them in the Employment Agreement.

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Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of June 25, 2026, between XCHG Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and the purchasers identified on the signature pages hereto (including its successors and assigns, each 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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Document

Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

    This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of June 16, 2026 (the “Effective Date”), by and between FATHOM HOLDINGS INC., a North Carolina corporation (the “Company”), and DANIEL WEINMANN (“Executive”). The Company and Executive are sometimes referred to herein each as a “Party” and together as the “Parties.”

WITNESSETH:

WHEREAS, Executive has been employed by the Company as its Senior Vice President of Finance;

WHEREAS, the Company has offered to promote Executive to the role of Chief Financial Officer, and Executive desires to accept such promotion, and to enter into this Agreement;

WHEREAS, as a part of said employment by the Company, Executive will have access to confidential and proprietary information of the Company;

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Document

Exhibit 10.1

DISCRETIONARY CREDIT AWARD AGREEMENT

This Discretionary Credit Award Agreement (the “Agreement”) is entered into by and between Arizona Public Service Company (“APS”) and Adam Heflin (“Employee”).

1.Purpose. Section 3.9 of the Deferred Compensation Plan of 2005 for Employees of Pinnacle West Capital Corporation and Affiliates (the “Deferred Compensation Plan”) allows APS to award Discretionary Credits in such amounts and subject to such terms and conditions as APS deems appropriate. The purpose of this Agreement is to award Discretionary Credits to Employee subject to the terms and conditions set forth below.

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EXECUTION VERSION

 

 

 

364-DAY REVOLVING CREDIT AGREEMENT

dated as of June 26, 2026,

among

ZIMMER BIOMET HOLDINGS, INC.,

THE LENDERS PARTY HERETO

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

 

 

JPMORGAN CHASE BANK, N.A.,

CITIBANK, N.A.,

MIZUHO BANK, LTD.,

BOFA SECURITIES, INC.,

BARCLAYS BANK PLC,

BNP PARIBAS SECURITIES CORP.,

DNB CARNEGIE, INC.,

GOLDMAN SACHS BANK USA,

HSBC SECURITIES (USA) INC.,

MORGAN STANLEY MUFG LOAN PARTNERS, LLC,

RBC CAPITAL MARKETS1 and

SUMITOMO MITSUI BANKING CORPORATION,

as Joint Lead Arrangers and Joint Bookrunners

CITIBANK, N.A. and

MIZUHO BANK, LTD.,

as Syndication Agents

BANK OF AMERICA, N.A.,

BARCLAYS BANK PLC,

BNP PARIBAS SECURITIES CORP.,

DNB BANK ASA, NEW YORK BRANCH,

GOLDMAN SACHS BANK USA,

HSBC BANK USA, N.A.,

MORGAN STANLEY MUFG LOAN PARTNERS, LLC,

ROYAL BANK OF CANADA and

SUMITOMO MITSUI BANKING CORPORATION,

as Documentation Agents

 

1 

RBC Capital Markets is a brand name for the capital markets businesses of Royal Bank of Canada and its affiliates.

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TABLE OF CONTENTS

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EXECUTION VERSION

 

 

 

FIVE-YEAR REVOLVING CREDIT AGREEMENT

dated as of June 26, 2026,

among

ZIMMER BIOMET HOLDINGS, INC.,

THE LENDERS PARTY HERETO

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

 

 

JPMORGAN CHASE BANK, N.A.,

CITIBANK, N.A.,

MIZUHO BANK, LTD.,

BOFA SECURITIES, INC.,

BARCLAYS BANK PLC,

BNP PARIBAS SECURITIES CORP.,

DNB CARNEGIE, INC.,

GOLDMAN SACHS BANK USA,

HSBC SECURITIES (USA) INC.,

MORGAN STANLEY MUFG LOAN PARTNERS, LLC,

RBC CAPITAL MARKETS1 and

SUMITOMO MITSUI BANKING CORPORATION,

as Joint Lead Arrangers and Joint Bookrunners

CITIBANK, N.A. and

MIZUHO BANK, LTD.,

as Syndication Agents

BANK OF AMERICA, N.A.,

BARCLAYS BANK PLC,

BNP PARIBAS SECURITIES CORP.,

DNB BANK ASA, NEW YORK BRANCH,

GOLDMAN SACHS BANK USA,

HSBC BANK USA, NATIONAL ASSOCIATION,

MORGAN STANLEY MUFG LOAN PARTNERS, LLC,

ROYAL BANK OF CANADA and

SUMITOMO MITSUI BANKING CORPORATION,

as Documentation Agents

 

1 

RBC Capital Markets is a brand name for the capital markets businesses of Royal Bank of Canada and its affiliates.

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