Browse EX-10 agreements

Exhibit 10.5

PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of this [●], 2026, by and between AmperCap Acquisition Company, a Cayman Islands exempted company (the “Company”), having its principal place of business at 12 East 49th Street, 18th Floor, New York, NY 10017 and EarlyBirdCapital, Inc. (“EBC or the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit consisting of one ordinary share (“Ordinary Share”) of the Company, par value $0.0001 per share and one right to receive one-tenth (1/10) of one Ordinary Share. The Purchaser has agreed to purchase on a private placement basis (the “Offering”) an aggregate of 137,500 private placement units (or up to 158,125 private placement units if the underwriters’ over-allotment option is exercised in full) (the “Private Placement Units”),

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Exhibit 10.4

PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of this [●], 2026, by and between AmperCap Acquisition Company, a Cayman Islands exempted company (the “Company”), having its principal place of business at 12 East 49th Street, 18th Floor, New York, NY 10017 and AmperSPAC LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit consisting of one ordinary share (“Ordinary Share”) of the Company, par value $0.0001 per share and one right to receive one-tenth (1/10) of one Ordinary Share upon the consummation of the Company’s initial business combination.

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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 AmperCap Acquisition Company, a Cayman Islands exempted company (the “Company”), AmperSPAC LLC, a Delaware limited liability company (the “Sponsor”), EarlyBirdCapital, Inc. (“EBC”), and third-party investors (“TPI”), and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor, EBC and TPI 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

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between AmperCap Acquisition Company, 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, as amended (File No. 333-294363) (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 ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one right to receive one-tenth (1/10) of 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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[●], 2026

AmperCap Acquisition Company

12 East 49th Street, 18th Floor

New York, NY 10017

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 among AmperCap Acquisition Company, a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc., as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 14,375,000 of the Company’s units (including up to 1,875,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each Unit comprised of one ordinary share, par value $0.0001 per share, of the Company (the “Ordinary Shares”) and one right (each right, a “Share Right”). Each Share Right entitles the holder thereof to receive one-tenth

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CONTRIBUTION AND EXCHANGE AGREEMENT

This Contribution and Exchange Agreement (this “Agreement”), dated as of [●], 2026, is entered into by and between Tribeca Strategic Partners Holdco LLC, a Delaware limited liability company (the “Company”), and Tribeca Strategic Partners LLC, a Delaware limited liability company (“Contributor”). All capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the LLC Agreement (as defined herein).

In consideration of the mutual promises herein made, and in consideration of the representations, warranties and covenants herein contained, the parties agree as follows:

Section 1. Definitions. For the purposes of this Agreement, the following terms have the meanings set forth below:

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PRIVATE UNIT SUBSCRIPTION AGREEMENT

BETWEEN THE REGISTRANT AND THE SPONSOR

Alpex Acquisition Corporation

300 Delaware Ave. Suite 210 #494

Wilmington, DE 19801

[__], 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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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [__], 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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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 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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[__], 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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FORM OF LETTER AGREEMENT

2025 RESTRICTED STOCK

This Letter Agreement (this “Letter Agreement”) is entered into as of [•], 2026, by and among WhiteHawk Income Corporation, a Delaware corporation (the “Company”), WhiteHawk Management, LLC, a Delaware limited liability company (the “Manager”), and WhiteHawk Minerals LLC, a Delaware limited liability company (the “Contributor”).

RECITALS

WHEREAS, the Company and the Manager are parties to that certain Amended and Restated Investment Management Agreement dated as of October 3, 2025 (as the same may be amended, supplemented, or restated from time to time, the “Investment Management Agreement”); and

WHEREAS, pursuant to Section 5(b) of the Investment Management Agreement, the Company granted to the Manager shares of common stock of the Company designated as “2025 Restricted Stock” (as defined in the Investment Management Agreement), subject to certain vesting conditions set forth therein; and

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EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT (this “Agreement”) dated as of     , 2026, between WhiteHawk Minerals Corp., a Delaware incorporated company (“PubCo”), WhiteHawk Income Operating Partnership L.P., a Delaware limited partnership (“OpCo” and together with PubCo and any subsidiaries or affiliates as may employ Executive from time to time, the “Company”), and Stephen Pilatzke (the “Executive”).

W I T N E S S E T H

WHEREAS, the Company desires to employ the Executive as Chief Accounting Officer of the Company; and

WHEREAS, the Company and the Executive desire to enter into this Agreement as to the terms of the Executive’s employment with the Company.

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. POSITION AND DUTIES.

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