Browse EX-10 agreements

AMR Resources Acquisition Corp

c/o Appleby Global Services (Cayman) Limited

71 Fort Street, PO Box 500

Grand Cayman, Cayman Islands, KY1-1106

 

June 17, 2026

 

AMR Resources Sponsors, LLC

8 The Green, STE A

Dover, DE 19901

 

RE: Securities Subscription Agreement

 

Ladies and Gentlemen:

 

WHEREAS, on December 26, 2025, AMR Resources Acquisition Corp, a Cayman Islands exempted company limited by shares (the “Company,” “we” or “us”), accepted the offer made by AMR Resources Sponsors, LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 7,666,667 shares of the Company’s Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Original Subscription Agreement”), up to 1,000,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share of the Company and one half of one redeemable warrant to purchase one Class A ordinary share of the Company (“Units”), do not fully

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of _____, 2026 by and between AMR Resources Acquisition 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, (File No. 333-[●]) (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 [_], 2026, by and between AMR Resources Acquisition 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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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: Up to $300,000

Dated as of December 26, 2025

Dover, Delaware

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**PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT **

This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [ ] day of [ ], 2026, by and between AMR Resources Acquisition Corp, a Cayman Islands exempted company (the “Company”) and BTIG, LLC (“BTIG” or the “Subscriber”).

WHEREAS, the Company intends to consummate an initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit consisting of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”), of the Company, and one-half of one redeemable warrant (a “Public Warrant”) to be governed by the Warrant Agreement to be entered into between the Company and Continental stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”). Each whole Warrant entitles the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per Class A Ordinary Share;

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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 AMR Resources Acquisition Corp, a Cayman Islands exempted company (the “Company”), AMR Resources Sponsors, LLC, a Delaware limited liability company (the “Sponsor”), BTIG, LLC (the “Representative”) and the undersigned parties listed under Holder on the signature pages hereto (each such party, 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”).

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**RECITALS **

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Form of Lock-Up Agreement

 

[ ], 2026

 

Maxim Group LLC

300 Park Avenue, 16th Floor

New York, NY 10022

 

Ladies and Gentlemen:

 

The undersigned understands that Maxim Group LLC (the “Placement Agent”) proposes to enter into a Placement Agency Agreement (the “Agreement “) with Professional Diversity Network, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) of certain securities of the Company.

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SECURITIES PURCHASE AGREEMENT

 

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of [ ], 2026, between Professional Diversity Network, Inc., a Delaware 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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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH INFORMATION HAS BEEN MARKED WITH “[***]” TO INDICATE WHERE OMISSIONS HAVE BEEN MADE.

 

SINGLE-TENANT LEASE

 

1.      BASIC TERMS:

 

This Section 1 contains the Basic Terms of this lease (this “Lease”) between Landlord and Tenant, as each is named below. Other Sections of the Lease referred to in this Section explain and define the Basic Terms and are to be read in conjunction with the Basic Terms.

 

1.1.            Effective Date of Lease: June 7, 2024.

 

1.2.            Landlord: 5801 SECOND STREET, LLC, a Delaware limited liability company.

 

1.3.            Tenant: LYMI Inc., a Delaware corporation.

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH INFORMATION HAS BEEN MARKED WITH “[***]” TO INDICATE WHERE OMISSIONS HAVE BEEN MADE.

 

LOGISTICS SERVICE AGREEMENT

 

Between

 

LYMI Inc. D/b/a Reformation

 

And

 

CEVA LOGISTICS NETHERLANDS B.V.

 

 

 

FINAL VERSION

 

January 31 2023

 

 

 

Confidential and Proprietary

 

BETWEEN:

 

(1)

CEVA LOGISTICS NETHERLANDS B.V., a private company with limited liability incorporated under the laws of the Netherlands, having its registered office at Hogeweg 39, (5301LJ) Zaltbommel Culemborg, the Netherlands, (“CEVA”);

 

Reformation – CEVA

 

 

and

 

(2)

LYMI Inc. D/b/a Reformation a private company incorporated under the laws of Delaware, United States of America, with its registered offices at 2263 E Vernon Ave, Vernon, CA 90058 United States (hereinafter referred to as “CUSTOMER”);

 

RECITALS:

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Execution Version

 

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH INFORMATION HAS BEEN MARKED WITH “[***]” TO INDICATE WHERE OMISSIONS HAVE BEEN MADE.

 

CREDIT AND GUARANTY AGREEMENT

 

dated as of May 2, 2024

 

among

 

LYMI INC., as the Borrower,

 

REF HOLDINGS, INC., as Holdings,

 

THE SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO,

 

THE FINANCIAL INSTITUTIONS PARTY HERETO, as the Lenders,

 

JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent,

 

JPMORGAN CHASE BANK, N.A., CITIBANK, N.A., MORGAN STANLEY SENIOR FUNDING, INC. and ROYAL BANK OF CANADA, Lead Arrangers and Lead Bookrunners

 

 

 

 

TABLE OF CONTENTS

 

 

 

Page

 

 

 

 

Article 1

 

 

 

 

 

DEFINITIONS

 

 

 

 

Section 1.01

Defined Terms

1

Section 1.02

Classification of Loans and Borrowings

60

Section 1.03

Terms Generally

60

Section 1.04

Effectuation of Transactions

60

Section 1.05

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AMENDED AND RESTATED REFORMATION INC. 2019 STOCK OPTION PLAN

 

(Formerly REF Topco, Inc. 2019 Stock Option Plan)

 

Section 1.               Purpose

 

Reformation Inc., a Delaware corporation (the “Company”), has adopted this Amended and Restated Reformation Inc. 2019 Stock Option Plan (the “Plan”) effective as of the date indicated in Section 9 hereof (the “Effective Date”). The purposes of the Plan are to encourage selected employees, non-employee directors and consultants of the Company or any Subsidiary to acquire a proprietary interest in the growth and performance of the Company and its Subsidiaries and to enhance the ability of the Company and its Subsidiaries to attract, retain and reward qualified individuals.

 

Section 2.               Definitions

 

As used in the Plan, the following terms shall have the meanings set forth below:

 

(a)            “Affiliate” shall have the meaning set forth in the Stockholders’ Agreement.

 

(b)            “Award” shall mean a grant of Options pursuant to the provisions of this Plan.

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