Browse EX-10 agreements

**PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT **

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

WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of shares of the Company’s Class A Ordinary Shares, par value $0.0001 per share (the “Shares”). The Purchaser has agreed to purchase an aggregate of 425,000 Shares (or 436,250 in the aggregate if the over-allotment option in connection with the Public Offering is exercised in full) (the “Private Placement Shares”).

NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:

…

, 2026

TCGX Acquisition Corp.

245 Lytton Ave., Suite 350

Palo Alto, California 94301

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 between TCGX Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Jefferies LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 8,625,000 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class********* A Ordinary Shares***”) (including up to 1,125,000 Class A Ordinary Shares that may be purchased to cover over-allotments, if any). The Class A Ordinary Shares will be sold in the Public Offering pursuant to a registration statement on Form S-1 and p

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**FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT **

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2026, by and between TCGX Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. [•]) (the “Registration Statement”), and prospectus (the “Prospectus”) for the initial public offering of the Company’s Class A ordinary shares, $0.0001 par value per share (each, an “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

WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Jefferies LLC as the underwriter (the “Underwriter”) named therein; and

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[Dealer name and address]

** **

To:	AST SpaceMobile, Inc. Midland International Air & Space Port 2901 Enterprise Lane Midland, Texas 79706
From:	[Dealer]
Re:	Base Capped Call Transaction

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Memphis-Shelby County Airport Authority

        Memphis, TN

EIGHTENTHAMENDMENT

to the

COMPOSITE LEASE AGREEMENT

FOR

MEMPHISINTERNATIONALAIRPORT BY AND BETWEEN

MEMPHIS-SHELBYCOUNTYAIRPORTAUTHORITY

2491WinchesterRoad,Suite113

Memphis,Tennessee38116-3586 AND

FEDERALEXPRESSCORPORATION DATED AS OF:

April 28, 2025

EFFECTIVEASOF:

January 6, 2025

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Memphis-Shelby County Airport Authority

        Memphis, TN

EIGHTEENTH AMENDMENT

TOTHECOMPOSITELEASEAGREEMENT

FedEx No. 22-0518-001

    This EIGHTEENTH AMENDMENTis made and entered into as of April 28, 2025, by and between MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY, (herein referred to as (“Authority” or “Sponsor”), a body politic and corporate, organized and existing under the laws of the State of Tennessee, and FEDERAL EXPRESS CORPORATION (herein referred to as "Tenant" or “Contractor”), a corporation duly organized and existing under the laws of the State of Delaware.

WITNESSETH:

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Restricted Stock Unit Agreement for U.S. Participants Pursuant to the

FedEx Corporation 2019 Omnibus Stock Incentive Plan, As Amended

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made this ____ day of [●] (the “Grant Date”), by and between [●] (the “Participant”) and FedEx Corporation, a Delaware corporation (the “Company”), pursuant to the Company’s 2019 Omnibus Stock Incentive Plan (as amended from time to time, the “Plan”), which is incorporated into and forms a part of this Agreement. Capitalized terms used in this Agreement which are not defined in this Agreement have the meanings as used or defined in the Plan. For purposes of this Agreement, “Employer” means the entity (i.e., the Company or Affiliate) thatemploysthe Participant on the applicable date.

WHEREAS, the Compensation and Human Resources Committee (the “Committee”) authorized and directed the Company to make an Award of Restricted Stock Units (“RSUs”) to the Participant under the Plan for the purposes expressed in the Plan;

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FIRST AMENDMENT TO

THE FEDEX CORPORATION RETIREMENT PARITY PENSION PLAN

As Amended and Restated Effective June 1, 2024

    THIS AMENDMENT to the FedEx Corporation Retirement Parity Pension Plan (the “Plan”) is made by the Participating Employers pursuant to their authority to amend the Plan as provided in Section 16 thereof.

WHEREAS, in connection with the distribution by FedEx Corporation to its shareholders of its interest in FedEx Freight Holding Company, Inc. and its subsidiaries on June 1, 2026 (the “Distribution Date”), the Sponsoring Employer desires to amend the Plan to reflect the following changes, in accordance with the terms of the Employee Matters Agreement between FedEx Corporation and FedEx Freight Holding Company, Inc. (the “EMA”): (i) all SpinCo Employees (as defined in the EMA) will cease to participate in the Plan as of the Distribution Date; (ii) FedEx Freight, Inc. and FedEx Custom Critical, Inc., subsidiaries of FedEx Freight Holding Company, Inc. will cease to be participating employers in the Plan as of the Distribution Date; and (iii) the liabilities attr

…

FIRST AMENDMENT TO

THE FEDEXCORPORATION SUPPLEMENTAL LONG TERM DISABILITY PLAN
Effective January1,2025

THIS AMENDMENT to the FedEx Corporation Supplemental Long Term Disability Plan (the“Plan”)ismadeby the Participating Employers pursuanttotheirauthoritytoamendthePlanasprovidedinSection 13 thereof;

WHEREAS,the Benefits Strategy Board of the FedEx Corporation approved the spin-off of FedEx Freight, Inc. and FedEx Custom Critical, Inc. health and welfare plan benefit programs from the enterprise FedEx Corporation health and welfare benefit programs effective April 1, 2026 concurrent with payroll system modifications that were implemented in advance of the separation of those operating companies from the FedEx Corporation controlled group; and

WHEREAS, the Participating Employers desire to amend the Plan document to reflect the cessation of FedEx Freight, Inc. and FedEx Custom Critical, Inc.’s participation in the Plan effective April 1, 2026.

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Restricted Stock Unit Agreement for Non-U.S. Participants Pursuant to the

FedEx Corporation 2019 Omnibus Stock Incentive Plan, As Amended

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made this ____ day of [●] (the “Grant Date”), by and between [●] (the “Participant”) and FedEx Corporation, a Delaware corporation (the “Company”), pursuant to the Company’s 2019 Omnibus Stock Incentive Plan (as amended from time to time, the “Plan”), which is incorporated into and forms a part of this Agreement. Capitalized terms used in this Agreement which are not defined in this Agreement have the meanings as used or defined in the Plan. For purposes of this Agreement, “Employer” means the entity (i.e., the Company or Affiliate) thatemploysthe Participant on the applicable date.

WHEREAS, the Compensation and Human Resources Committee (the “Committee”) authorized and directed the Company to make an Award of Restricted Stock Units (“RSUs”) to the Participant under the Plan for the purposes expressed in the Plan;

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Memphis-Shelby County Airport Authority

Memphis, Tennessee

NINETEENTH AMENDMENT

to the

COMPOSITE LEASE AGREEMENT

FOR

MEMPHIS INTERNATIONAL AIRPORT

BY AND BETWEEN

MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY

2491 Winchester Road, Suite 113

Memphis, Tennessee 38116-3586

AND

FEDERAL EXPRESS CORPORATION

EXECUTED AS OF:

____________________________

EFFECTIVE AS OF:

____________________________

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MEMPHIS-SHELBY COUNTY AIRPORT AUTHORITY

NINETEENTH AMENDMENT TO THE COMPOSITE LEASE AGREEMENT

…

FIRST AMENDMENT TO

THE FEDEXCORPORATION SUPPLEMENTAL SHORT TERM DISABILITY PLAN
Effective January1,2025

THIS AMENDMENT to the FedEx Corporation Supplemental Short Term Disability Plan (the“Plan”)ismadeby the Participating Employers pursuanttotheirauthoritytoamendthePlanasprovidedinSection 13 thereof;

WHEREAS,the Benefits Strategy Board of the FedEx Corporation approved the spin-off of FedEx Freight, Inc. and FedEx Custom Critical, Inc. health and welfare plan benefit programs from the enterprise FedEx Corporation health and welfare benefit programs effective April 1, 2026 concurrent with payroll system modifications that were implemented in advance of the separation of those operating companies from the FedEx Corporation controlled group; and

WHEREAS, the Participating Employers desire to amend the Plan document to reflect the cessation of FedEx Freight, Inc. and FedEx Custom Critical, Inc.’s participation in the Plan effective April 1, 2026.

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Exhibit 10.4English Convenience TranslationOriginal agreement has been executed in ChineseD-02: Working Capital Loan Contract - Applicable to Single, Class A, and Class B Single Working Capital Loan Business

Working Capital Loan Contract

No.:150176529D260713001

Borrower: Gemstar Technology (Yangzhou) Co. Ltd.

Unified Social Credit Code: 91321023769142817E

Legal Representative/Person in Charge: SZETO , CHI KONG

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