Browse EX-10 agreements

INDEPENDENT CONTRACTOR CONSULTING AGREEMENT

Aperture AC · Daniel Zhao

This Independent Contractor Consulting Agreement (this “Agreement”) is made and entered into as of the date set forth on the signature page (the “Effective Date”) by and between Aperture AC, a Cayman Islands exempted company (the “Company” or “SPAC”), and Daniel Zhao (“Consultant”). The Company and Consultant are each a “Party” and together the “Parties.”

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WHEREAS, the Company is a special purpose acquisition company that completed its initial public offering and is seeking to identify, structure, finance and consummate an initial business combination (the “Business Combination”) with one or more target companies (each, a “Target”); and

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WHEREAS, the Company wishes to engage Consultant to provide the strategic transaction advisory and project-management services, which may include the services described in Exhibit A, and Consultant wishes to provide such services, in each case on the terms set forth herein.

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THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”), dated as of September 4, 2026 between Ategrity Specialty Insurance Company Holdings, a Nevada corporation (the “Company”), and Chris Schenk (the “Executive”) replaces and supersedes all other employment agreements between the Executive and the Company, including the Executive’s previous employment agreements dated August 11, 2021, August 11, 2023 and March 21, 2025.

The parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01    Definitions. For purposes of this Agreement, the following terms have the meanings set forth below:

“Accounting Firm” has the meaning set forth in Section 12.10(b).

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Exhibit 10.1

[*****] Indicates omitted information. This redacted information has been excluded because it is both (i) not material and (ii) of the type that the registrant treats as private and confidential.

AMENDMENT NO. 36 TO TRANSFER AND ADMINISTRATION AGREEMENT

AMENDMENT NO. 36 TO TRANSFER AND ADMINISTRATION AGREEMENT, dated as of September 2, 2026 (this “Amendment”), to that certain Transfer and Administration Agreement dated as of March 21, 2001, as amended by Amendment No. 1 to Transfer and Administration Agreement dated as of November 30, 2001, Amendment No. 2 to Transfer and Administration Agreement dated as of December 14, 2001, Amendment No. 3 to Transfer and Administration Agreement dated as of March 20, 2002, Amendment No. 4 to Transfer and Administration Agreement dated as of March 29, 2002, Amendment No. 5 to Transfer and Administration Agreement dated as of May 22, 2002, Amendment No. 6 and Limited Waiver to Transfer and Administration Agreement dated as of September 27, 2002, Amendment No. 7 to Transfer and Administration Agreement dated as of Feb

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***EMPLOYMENT AGREEMENT ***

This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of [__________] (the “Effective Date”), by and among Hornbeck Offshore Operators, LLC, a Delaware limited liability company (the “Company”), Hornbeck Offshore Services, Inc. (f/k/a Helix Energy Solutions Group, Inc.), a Delaware corporation (“Parent”), and [__________], an individual (the “Executive”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in Section*** 23*.

WHEREAS, the Executive and [__________] are party to [__________] (the “Original Agreement”), which this Agreement will replace and supersede in its entirety, effective as of the Effective Date;

WHEREAS, the Executive will be employed by the Company and will serve as the [__________] of Parent; and

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**HORNBECK OFFSHORE SERVICES, INC. **

**2026 OMNIBUS INDUCEMENT INCENTIVE PLAN **

**PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT NOTICE **

Pursuant to the terms and conditions of the Hornbeck Offshore Services, Inc. 2026 Omnibus Inducement Incentive Plan, as amended, amended and restated, supplemented or otherwise modified from time to time (the “Plan”), Hornbeck Offshore Services, Inc., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) the number of performance-based Restricted Stock Units (the “PSUs”) set forth below. This award of PSUs (this “Award”) is subject to the terms and conditions set forth herein and in the Performance-Based Restricted Stock Unit Award Agreement attached hereto as Exhibit*** A* (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.

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**Executive Officer Form **

**HORNBECK OFFSHORE SERVICES, INC. **

**2005 LONG TERM INCENTIVE PLAN **

**(AS AMENDED AND RESTATED EFFECTIVE SEPTEMBER 1, 2026) **

**RESTRICTED STOCK UNIT GRANT NOTICE **

Pursuant to the terms and conditions of the Hornbeck Offshore Services, Inc. 2005 Long Term Incentive Plan (as amended and restated effective September 1, 2026) (f/k/a Helix Energy Solutions Group, Inc. 2005 Long Term Incentive Plan) (as may be further amended, amended and restated, supplemented or otherwise modified from time to time, the “Plan”), Hornbeck Offshore Services, Inc. (f/k/a Helix Energy Solutions Group, Inc.), a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) the number of Restricted Stock Units (the “RSUs”) set forth below. This award of RSUs (this “Award”) is subject to the terms and conditions set forth herein and in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by re

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**HORNBECK OFFSHORE SERVICES, INC. **

*Service with Energy *

**DIRECTOR **

**COMPENSATION POLICY **

**_Effective Date _

This policy is effective as of September 1, 2026.

**_Cash Compensation Plan _

Each Director of Hornbeck Offshore Services, Inc. (the “Company”) that is not an employee of the Company or an employee of any stockholder with the contractual right to designate such director for election or appointment to the Board of Directors (a “Non-Employee Director”) will receive a total annual cash retainer of $100,000. The Non-Executive Chairperson shall receive an additional annual retainer of $135,000, the Chairperson of the Audit Committee shall receive an additional annual retainer of $25,000, the Chairperson of the Compensation Committee shall receive an additional annual retainer of $20,000, and the Chairperson of the Sustainability and Nominating & Governance Committee shall receive an additional annual retainer of $20,000. Each other Non-Employee Director serving on the Audit Committee shall receive an additional annual retainer of $12,500, each other Non-Em

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**HORNBECK OFFSHORE SERVICES, INC. **

**2026 OMNIBUS INDUCEMENT INCENTIVE PLAN **

**ARTICLE I **

**PURPOSE **

The purpose of this Hornbeck Offshore Services, Inc. 2026 Omnibus Inducement Incentive Plan (this “Plan”) is to assist the Company and its Subsidiaries in attracting select individuals who are expected to contribute to the Company’s success as employees by providing an inducement award that is material for such individuals to enter into employment with the Company or any of its Subsidiaries. All Awards under the Plan are intended to qualify as “employment inducement awards” as described in Rule 303A.08 or any successor provision of the NYSE Listing Rules.

**ARTICLE II **

**DEFINITIONS **

For purposes of this Plan, the following terms shall have the following meanings:

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***SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT ***

This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of September 1, 2026 (the “Effective Date”), by and among Hornbeck Offshore Operators, LLC, a Delaware limited liability company (the “Company”), Hornbeck Offshore Services, Inc. (f/k/a Helix Energy Solutions Group, Inc.), a Delaware corporation (“Parent”), and Todd M. Hornbeck, an individual (the “Executive”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in Section*** 23*.

WHEREAS, the Executive and the Company are party to that certain Amended and Restated Employment Agreement, dated as of September 4, 2020 (the “Original Agreement”), which this Agreement will replace and supersede in its entirety, effective as of the Effective Date;

WHEREAS, the Executive is currently employed by the Company and will serve as the President and Chief Executive Officer of Parent;

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**HORNBECK OFFSHORE SERVICES, INC. **

**2005 LONG TERM INCENTIVE PLAN **

**(AS AMENDED AND RESTATED EFFECTIVE SEPTEMBER 1, 2026) **

**CASH AWARD NOTICE **

Pursuant to the terms and conditions of the Hornbeck Offshore Services, Inc. 2005 Long Term Incentive Plan (as amended and restated effective September 1, 2026) (f/k/a Helix Energy Solutions Group, Inc. 2005 Long Term Incentive Plan) (as may be further amended, amended and restated, supplemented or otherwise modified from time to time, the “Plan”), Hornbeck Offshore Services, Inc. (f/k/a Helix Energy Solutions Group, Inc.), a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) a Cash Award in the amount set forth below. This Cash Award (this “Award”) is subject to the terms and conditions set forth herein and in the Cash Award Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the

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**Executive Officer Form **

**HORNBECK OFFSHORE SERVICES, INC. **

**2005 LONG TERM INCENTIVE PLAN **

**(AS AMENDED AND RESTATED EFFECTIVE SEPTEMBER 1, 2026) **

**NON-QUALIFIED STOCK OPTION GRANT NOTICE **

Pursuant to the terms and conditions of the Hornbeck Offshore Services, Inc. 2005 Long Term Incentive Plan (as amended and restated effective September 1, 2026) (f/k/a Helix Energy Solutions Group, Inc. 2005 Long Term Incentive Plan) (as may be further amended, amended and restated, supplemented or otherwise modified from time to time, the “Plan”), Hornbeck Offshore Services, Inc. (f/k/a Helix Energy Solutions Group, Inc.), a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) the right and option to purchase all or any part of the number of shares of Stock (“Shares”) set forth below (the “Option”). This Option award (this “Award”) is subject to the terms and conditions set forth herein and in the Non-Qualified Stock Option Award Agreement attached hereto as Exhibit A (the “*

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**Director Form **

**HORNBECK OFFSHORE SERVICES, INC. **

**2005 LONG TERM INCENTIVE PLAN **

**(AS AMENDED AND RESTATED EFFECTIVE SEPTEMBER 1, 2026) **

**NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT GRANT NOTICE **

Pursuant to the terms and conditions of the Hornbeck Offshore Services, Inc. 2005 Long Term Incentive Plan (as amended and restated effective September 1, 2026) (f/k/a Helix Energy Solutions Group, Inc. 2005 Long Term Incentive Plan) (as may be further amended, amended and restated, supplemented or otherwise modified from time to time, the “Plan”), and the Hornbeck Offshore Services, Inc. Director Compensation Policy, as amended, amended and restated, supplemented or otherwise modified from time to time (the “Director Compensation Policy”), Hornbeck Offshore Services, Inc (f/k/a Helix Energy Solutions Group, Inc.)., a Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or the “Participant”) the number of Restricted Stock Units (the “RSUs”) set forth below. This award of RSUs (this “Award”) i

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