Browse EX-10 agreements

Execution Version

PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of May 28, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Tribeca Strategic Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Tribeca Strategic Partners Holdco LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A Ordinary Share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and one right to receive one-tenth (1/10) of one Ordinary Share upon the consummation of the Company’s initial business combination. The Purchaser has agreed to purchase an aggregate of 330,000 private placement units (or up to 335,250 private placement units if the over-allotment option in connection with the Public Offering is exercised in full) (the “Private Placement Units”), each Private Placement

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Execution Version

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 28, 2026 is made and entered into by and among Tribeca Strategic Acquisition Corp., a Cayman Islands exempted company (the “Company”), Tribeca Strategic Partners Holdco LLC, a Delaware limited liability company (the “Sponsor”), BTIG, LLC, as the representative of the underwriters (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”).

RECITALS

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Execution Version

TRIBECA STRATEGIC ACQUISITION CORP.

1301 Avenue of the Americas, 6th Floor

New York, NY 10019

May 28, 2026

Tribeca Strategic Partners Holdco LLC

1301 Avenue of the Americas, 6th Floor

New York, NY 10019

Re:	Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between Tribeca Strategic Acquisition Corp. (the “Company”) and Tribeca Strategic Partners Holdco LLC (the “Services Provider” and “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date

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Execution Version

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 28, 2026 by and between Tribeca Strategic Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Efficiency INC., a Delaware corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-291431), as amended (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 (each, an “Ordinary Share” and collectively, the “Ordinary Shares”), and one right to receive one-tenth (1/10) of one 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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DOUGLAS EMMETT, INC.

2026 OMNIBUS STOCK INCENTIVE PLAN

SECTION 1.GENERAL PURPOSE OF THE PLAN; DEFINITIONS

The name of the plan is the Douglas Emmett, Inc. 2026 Omnibus Stock Incentive Plan (as it may be amended from time to time, the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and consultants of Douglas Emmett, Inc. (the “Company”) and its Subsidiaries upon whose judgment, initiative and efforts the Company largely depends for the successful conduct of its business to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company’s welfare will assure a closer identification of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain with the Company.

The following terms shall be defined as set forth below:

“Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

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LOCK-UP AGREEMENT

May 29, 2026

Ladies and Gentlemen:

Reference is hereby made to those certain warrants (the “Warrants”) of TaoWeave, Inc. (the “Company”) to purchase shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”) issued or issuable to Manako Labs Ltd. (“Manako”), in connection with that in that certain Technology License and Distribution Agreement (the “Agreement”), dated May 28, 2026, among the Company and Manako.

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THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS SAFE AND UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.

MANAKO LABS LTD

SAFE

(Simple Agreement for Future Equity)

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Confidential portions of this exhibit have been omitted because they are both (i) not material and (ii) are the type of information that the registrant treats as private or confidential. The redacted terms have been marked at the appropriate place with “[***].”

MANAKO LABS LTD

SAFE SIDE LETTER AGREEMENT

May 28, 2026

Dear Sir/Madam,

This agreement (this “Agreement”) is entered into in connection with the investment by TAOWEAVE, INC. (the “Investor”) in MANAKO LABS LTD a company incorporated under the laws of England and Wales with registered number 17048521 whose registered office is at 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ (the “Company”) of that certain simple agreement for future equity between the Investor and the Company dated on or about the date of this Agreement (the “Investor’s Safe”). As a material inducement to the Investor’s investment, and in connection with the Technology License and Distribution Agreement entered into by the Company and the Investor on or about the date hereof (the “**TL

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Confidential portions of this exhibit have been omitted because they are both (i) not material and (ii) are the type of information that the registrant treats as private or confidential. The redacted terms have been marked at the appropriate place with “[***].”

TECHNOLOGY LICENSE AND DISTRIBUTION AGREEMENT

This Technology License and Distribution Agreement (this “Agreement”) is entered into as of May 28, 2026 (the “Effective Date”), by and between Manako Labs Ltd, a company organized under the laws of England and Wales, with its principal place of business at [ADDRESS] (“Manako”), and TaoWeave, Inc., a Delaware corporation, with its principal place of business at 110 16th Street, Suite 1400 #1024, Denver, CO 80202 (“TaoWeave”). Manako and TaoWeave are sometimes referred to herein individually as a "Party" and collectively as the “Parties.”

RECITALS

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LIMITED WAIVER AND OMNIBUS AMENDMENT TO SENIOR SECURED CONVERTIBLE PROMISSORY NOTES

This Limited Waiver and Omnibus Amendment to Senior Secured Convertible Promissory Notes (this “Waiver”) is entered into as of [●], by and among Fathom Holdings Inc., a North Carolina corporation (the “Company”), and the holders signatory thereto (the “Holders”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Notes (as defined below) or SPA (as defined below), as applicable.

R E C I T A L S

WHEREAS, the Company and Holders are parties to those certain Senior Secured Convertible Promissory Notes, each dated as of September 25, 2024 (each, a “Note” and, collectively, the “Notes”), which were issued as a part of a series of related Senior Secured Convertible Promissory Notes, issued pursuant to that certain Securities Purchase Agreement, dated as of September 25, 2024 (the “SPA”), by and among the Company and each purchaser identified on the signature pages thereto, including Holders;

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EXECUTION VERSION

NINTH AMENDMENT TO LOAN AND SERVICING AGREEMENT (CCT Tokyo Funding LLC)

THIS NINTH AMENDMENT TO LOAN AND SERVICING AGREEMENT, dated as of June 1, 2026 (this “Amendment”), is entered into by and among CCT TOKYO FUNDING LLC, as the Borrower (the “Borrower”), FS KKR CAPITAL CORP. (as successor in interest to Corporate Capital Trust, Inc.), as the Servicer, the Lender identified on the signature pages hereto and SUMITOMO MITSUI BANKING CORPORATION, the Administrative Agent (in such capacity, the “Administrative Agent”).

R E C I T A L S

WHEREAS, the above-named parties (together with certain other parties) have entered into that certain Loan and Servicing Agreement, dated as of December 2, 2015 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Agreement”), by and among the Borrower, the Transferor, the Servicer, each of the Lenders from time to time party thereto, the Collateral Agent and the Administrative Agent; and

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Exhibit 10.5

CONTINGENT PERFORMANCE NOTE

Date: May 31, 2026

This Contingent Performance Note, dated as of the date set forth above, is by and among Tacora Capital, LP, a Delaware limited partnership (“Seller”); Cumberland Coal Holdings, LLC, an Ohio limited liability company (“Buyer”); Cumberland Coal Investments, LLC, a Delaware limited liability company (the “Company”); CCI Series 1, LLC; CCI Series 2, LLC; CCI Series 3, LLC; CCI Series 4, LLC; CCI Series 5, LLC; CCI Series 6, LLC; CCI Series 7, LLC; CCI Series 8, LLC; CCI Series 9, LLC; CCI Series 10, LLC; and CCI Series 11, LLC, each a Delaware series limited liability company (collectively, the “Series”), and Cumberland Coal Corporation, a Delaware corporation (“CCC”), and Range Bluegrass Land, LLC, an Ohio limited liability company, for the purpose of acknowledging and agreeing to Section 6.2 of this Contingent Performance Note..

Obligor: Collectively, Buyer, the Company, the Series, and CCC

Holder: Seller

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