Browse EX-10 agreements

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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DEALER MANAGER AGREEMENT

May 28, 2026

Blackstone Securities Partners L.P.

345 Park Avenue

New York, NY 10154

This Dealer Manager Agreement (this “Agreement”) is entered into by and between Blackstone Multi-Strategy Hedge Fund L.P. (the “Partnership”), a Delaware limited partnership and Blackstone Multi-Strategy Hedge Fund Offshore SPC (the “Offshore Fund”), a Cayman Islands segregated portfolio company, acting for and on behalf of SP-1 and each segregated portfolio added as a party to this Agreement pursuant to a joinder in the form attached to this Agreement as Schedule 1 (each, an “SP”) (the Partnership and the Offshore Fund, collectively, the “Fund”), and Blackstone Securities Partners L.P. (the “Dealer Manager”).

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FORM OF SELECTED DEALER AGREEMENT

Blackstone Securities Partners L.P. (the “Dealer Manager”), as the dealer manager for each of Blackstone Multi-Strategy Hedge Fund L.P. (the “Partnership”), a Delaware limited partnership and Blackstone Multi-Strategy Hedge Fund Offshore SPC (the “Offshore Fund”), a Cayman Islands segregated portfolio company, acting for and on behalf of SP-1 (the “SP”) (the Partnership and the Offshore Fund, collectively, the “Fund”), invites you (the “Dealer”) to participate in the offer and sale of interests in the Partnership (“Units”) and participating shares in the Offshore Fund (“Shares”) to certain of the Dealer’s qualified customers (“Customers”) subject to the following terms:

1. Dealer Manager Agreement

The Dealer Manager has entered into a Dealer Manager Agreement with the Fund, dated May 28, 2026 (the “Dealer Manager Agreement”). Except as otherwise specifically stated herein, all terms used in this Selected Dealer Agreement (this “Agreement”) have the meanings provided in the Dealer Manager Agreement.

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Execution Version

SPONSOR SUPPORT AGREEMENT

This SPONSOR SUPPORT AGREEMENT (this “Agreement”) between Hall Chadwick Capital LLC, a Cayman Islands limited liability company (the “Sponsor”), Hall Chadwick Acquisition Corp, a Cayman Islands exempted company limited by shares, with registration number 421976 (“Hall Chadwick”), and REEcycle Holdings, Inc., a Delaware corporation (the “Company”) is dated May 31, 2026 (the “Signing Date”).

BACKGROUND

A. On the Signing Date, the Company, HCAC Star Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Hall Chadwick are entering into a Business Combination Agreement (as amended, supplemented, restated or otherwise modified from time to time, the “BCA”), under which, as of the Effective Time, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Hall Chadwick. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the BCA;

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COMPANY STOCKHOLDER SUPPORT AGREEMENT

This Support Agreement (this “Agreement”), dated as of May [●], 2026, is entered into by and among Hall Chadwick Acquisition Corp., a Delaware corporation (“HCAC”) and certain of the stockholders (such stockholders, each, a “Stockholder” and together, the “Stockholders”) of REEcycle Holdings, Inc., a Delaware corporation (the “Company”), whose names appear on the signature pages of this Agreement.

RECITALS

WHEREAS, HCAC, HCAC Star Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of HCAC (“Merger Sub”) and the Company have entered into a Business Combination Agreement, dated as of the date hereof (as amended, supplemented, restated or otherwise modified from time to time, the “BCA”; capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the BCA), pursuant to which (and subject to the terms and conditions set forth therein) Merger Sub will merge with and into the Company, with the Company surviving the merger (the “Merger”);

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COMPANY STOCKHOLDER SUPPORT AGREEMENT

This Support Agreement (this “Agreement”), dated as of May [●], 2026, is entered into by and among Hall Chadwick Acquisition Corp., a Delaware corporation (“HCAC”) and certain of the stockholders (such stockholders, each, a “Stockholder” and together, the “Stockholders”) of REEcycle Holdings, Inc., a Delaware corporation (the “Company”), whose names appear on the signature pages of this Agreement.

RECITALS

WHEREAS, HCAC, HCAC Star Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of HCAC (“Merger Sub”) and the Company have entered into a Business Combination Agreement, dated as of the date hereof (as amended, supplemented, restated or otherwise modified from time to time, the “BCA”; capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the BCA), pursuant to which (and subject to the terms and conditions set forth therein) Merger Sub will merge with and into the Company, with the Company surviving the merger (the “Merger”);

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Execution Version

SPONSOR SUPPORT AGREEMENT

This SPONSOR SUPPORT AGREEMENT (this “Agreement”) between Hall Chadwick Capital LLC, a Cayman Islands limited liability company (the “Sponsor”), Hall Chadwick Acquisition Corp, a Cayman Islands exempted company limited by shares, with registration number 421976 (“Hall Chadwick”), and REEcycle Holdings, Inc., a Delaware corporation (the “Company”) is dated May 31, 2026 (the “Signing Date”).

BACKGROUND

A. On the Signing Date, the Company, HCAC Star Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Hall Chadwick are entering into a Business Combination Agreement (as amended, supplemented, restated or otherwise modified from time to time, the “BCA”), under which, as of the Effective Time, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Hall Chadwick. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the BCA;

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Amendment No. 1 to

2025 STOCK INCENTIVE PLAN

OF GALAXY PAYROLL GROUP LIMITED

Galaxy Payroll Group Limited (the “Company”) previously approved and adopted the 2025 Stock Incentive Plan (the “Plan”) to enhance the Company’s and its affiliates’ ability to attract and retain highly qualified officers, directors, key employees and other persons, and to motivate such officers, directors, key employees and other persons to serve the Company and its affiliates and to expend maximum effort to improve the business results and earnings of the Company. By this Amendment, the Company desires to update the definition of “Shares” and amend the Plan to increase1 the number of shares available under the Plan.

	1.	Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Plan.

	2.	The effective date of this Amendment to the Plan shall be May 20, 2026.

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CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE

This Confidential Separation Agreement and General Release (the “Agreement”) is dated as of June 3, 2026, and entered into by and between Cadrenal Therapeutics, Inc., a Delaware corporation (together with each and every of its predecessors, successors (by merger or otherwise), partners, affiliates, joint venture partners, divisions, directors, officers, insurers, employees and agents, whether present or former, the “Company”), and Matthew K. Szot (hereinafter referred to as “you,” or “your”), to set forth our mutual agreement relating to your separation from employment with the Company. Any and all capitalized terms not defined in this Agreement shall have the meanings set forth in the Employment Agreement (as defined below).

NOW, THEREFORE, in consideration of the mutual covenants, agreements and promises hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

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