EXHIBIT 10.1
BPGC Acquisition Corp.
**BPGC Acquisition Corp.
**1177 Avenue of the Americas, 5th Floor
New York, NY 10036
** **
February 12, 2026
Ross Holding Company LLC
1 Pelican Lane
Palm Beach, FL 33480
RE: Subscription Agreement
Gentlemen:
This subscription agreement (this “Agreement”) is entered into on February 12, 2026 by and between Ross Holding Company LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and BPGC Acquisition Corp., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 430,000 preference shares, $0.0001 par value per share, having the terms set forth on Schedule I attached hereto (the “Shares”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
| 1. | Purchase of Securities. |
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