Browse EX-10 agreements

**SUBSCRIPTION AGREEMENT **

This SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of [__], 2026, by and among GigCapital10 Corp., a Cayman Islands exempted company (the “SPAC”), and [________], a [________] (the “Investor”).

WHEREAS, the SPAC will be filing with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (as amended, the “Registration Statement”) for the initial public offering (the “IPO”) of units of the SPAC (the “Public Units”) at a price of $10.00 per Public Unit, each comprised of one Class A ordinary share of the SPAC (the “Class****** A Ordinary Shares**” and together with all outstanding Class B Ordinary Shares (as defined below), the “Ordinary Shares” ) and one right to receive one-tenth (1/10) of one Class A Ordinary Share upon the SPAC’s completion of an initial business combination;

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CLEARONE, INC.

2026OMNIBUS INCENTIVE PLAN

SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS

The name of the plan is the ClearOne, Inc. 2026 Omnibus Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, directors, Non-Employee Directors and Consultants of ClearOne, Inc. (the “Company”) and its Affiliates 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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**INVESTMENT MANAGEMENT TRUST AGREEMENT **

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2026, by and between Gores Holdings XII, Inc., a Cayman Islands exempted company (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, 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-fourth 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; and

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**PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT **

THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, effective as of [•], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Gores Holdings XII, Inc., a Cayman Islands exempted company (the “Company”), and Gores Sponsor XII LLC, a Cayman Islands exempted limited liability company (the “Purchaser”).

WHEREAS:

The Company intends to consummate an initial public offering of the Company’s units (the “IPO”), each unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-fourth of one redeemable warrant as set forth in the Company’s registration statement on Form S-1, filed with the Securities and Exchange Commission (the “SEC”), File Number 333-[●] (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”);

Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per share; and

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[•], 2026

Gores Holdings XII, 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 XII, 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 to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class********* A*** Ordinary Shares”), and one-fourth of one redeemable warrant. Each whole warrant (each, a

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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 Gores Holdings XII, Inc., a Cayman Islands exempted company (the “Company”), Gores Sponsor XII LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor 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 ***

Gores Holdings XII, INC.

6260 Lookout Road

Boulder, CO 80301

July 14, 2026

Gores Sponsor XII LLC

6260 Lookout Road

Boulder CO 80301

	RE:	Securities Subscription Agreement

Ladies and Gentlemen:

This agreement (the “Agreement”) is entered into on July 14, 2026 by and between Gores Sponsor XII LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Gores Holdings XII, 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 Co

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**Execution Version **

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 14, 2026
		New York, New York

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Gores Holdings XII, Inc.

6260 Lookout Road

Boulder, CO 80301

[●], 2026

The Gores Group, LLC

6260 Lookout Road

Boulder, CO 80301

**Re: Administrative Services Agreement **

Gentlemen:

This letter agreement by and between Gores Holdings XII, Inc. (the “Company”) and The Gores Group, LLC (“The Gores Group”), an affiliate of the Company’s sponsor, Gores Sponsor XII LLC, 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 Securities and Exchange Commission (the “Registration Statement”), and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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***INDEMNITY AGREEMENT ***

**THIS INDEMNITY AGREEMENT **(this “Agreement”) is made as of [●], 2026 by and between GORES HOLDINGS XII, INC., a Cayman Islands exempted company (the “Company”), and [Indemnitee] (“Indemnitee”).

***RECITALS ***

WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations 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 corporations;

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THIS PROMISSORY NOTE (THIS “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 US$1,000,000

Dated as of June 29, 2026

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Inflection Point Acquisition Corp. VIII
1680 Michigan Avenue Suite 700 #1031

Miami Beach, FL 33139

May 7, 2026

Inflection Point Holdings VIII LLC

1680 Michigan Avenue Suite 700 #1031

Miami Beach, FL 33139

	RE:	Securities Subscription Agreement

Ladies and Gentlemen:

Inflection Point Acquisition Corp. VIII, a Cayman Islands exempted company (the “Company”, “we” or “us”),** is pleased to accept the offer made by Inflection Point Holdings VIII LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 8,433,333 Class B ordinary shares of the Company, of $0.0001 par value per share (the “Shares”), up to 1,100,000 of which are subject to surrender and cancellation by you to the extent that the underwriters of the initial public offering (“IPO”) **of the Company’s units (“Units”), each expected to be comprised of one Class A ordinary share and one-third of one warrant to purchase one Class A ordinary s

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