Browse EX-10 agreements

EXECUTION VERSION

Exhibit 10.1

OMNIBUS AMENDMENT TO

RECEIVABLES PURCHASE AGREEMENT

FIRST TIER SALE AGREEMENT

SECOND TIER SALE AND CONTRIBUTION AGREEMENT

UK SALE AGREEMENT

CANADIAN PURCHASE AND SALE AGREEMENT

SWISS SALE AGREEMENT AND WAIVER

This OMNIBUS AMENDMENT AND WAIVER, dated as of July 2, 2026 (this “Amendment”), is entered into by and among the following parties:

(i)    RACKSPACE RECEIVABLES II LLC, a Delaware limited liability company (the “Seller”), as Seller;

(ii)    RACKSPACE RECEIVABLES CANADA LIMITED, a British Columbia company (“Canadian Guarantor”), as Canadian Guarantor;

(iii)    RACKSPACE US, INC., as U.S. Servicer (the “U.S. Servicer”) and as Transferor (the “Transferor”);

(iv)    RACKSPACE LIMITED, as UK Servicer (the “UK Servicer”) and as an Originator (the “UK Originator”);

(v)    ONICA TECHNOLOGIES CANADA INC., as Canadian Servicer (the “Canadian Servicer”) and as an Originator (the “Canadian Originator”);

…

[Form of Indenture]

RACKSPACE TECHNOLOGY, INC.
Company

INDENTURE

Dated as of [ ]

Providing for Issuance of Securities in Series

[ ], Trustee

---

Table Showing Reflection in Indenture of Certain Provisions of Trust Indenture Act of 1939, as amended

…

July 7, 2026

Alfredo Luchini

Palm Beach Gardens, FL

Dear Alfredo,

I am pleased to extend this employment opportunity as Chief Financial Officer reporting directly to me. Your first day of employment with UNFI (the “Company”), and the effective date of this letter will be on or about August 10, 2026, the “Start Date”. This offer is contingent upon the successful completion of a pre-employment background check and form I-9.

The following information outlines the details of your new position with the Company:

•Base Salary: You will be paid an annual salary of $800,000. Your salary will be paid on a bi-weekly basis in accordance with the Company’s payroll practices. Pay dates currently occur every other Friday.

•Sign On Bonus:You will be awarded a sign-on bonus of $150,000, payable within the first thirty (30) days of service. The sign-on bonus is contingent upon signing the payback agreement included with this letter.

…

July 7, 2026

Matteo Tarditi

Dear Matteo,

I am pleased to extend this promotional opportunity as President & Chief Operating Officer reporting directly to me. The effective date of this letter will be on or about August 3, 2026, the “Start Date”.

The following information outlines the details of your new position with the Company:

•Base Salary: You will be paid an annual salary of $890,000. Your salary will continue to be paid on a bi-weekly basis in accordance with the Company’s payroll practices. Pay dates currently occur every other Friday.

•Annual Incentive Program:You will continue to be eligible to participate in UNFI’s Annual Incentive Plan (AIP) targeted at 100% of your base salary with the ability to earn up to 200% of your target.  The payout is based on achievement of certain fiscal year goals and objectives and may be higher or lower based on factors such as performance, impact to the organization and leader discretion. This annual incentive will be payable in conjunction with all year-end incentive payments.

…

INDEMNIFICATION AGREEMENT

This Agreement, made and entered into effective as of [__], 2026 (“Agreement”), by and between Southern Cross Acquisition II Corp., a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).

WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgated have increased the potential for liability of officers and directors; and

WHEREAS, the board of directors of the Company (“Board”) has determined that the ability to attract and retain such persons is in the best interests of the Company’s shareholders; and

WHEREAS, it is reasonable, prudent and necessary for the Company to obligate itself contractually to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that such persons will serve or continue to serve the Company free from undue concern that they will not be adequately indemnified; and

…

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [__], 2026, by and among Southern Cross Acquisition II Corp., 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.

…

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2026, by and between Southern Cross Acquisition II Corp., 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-[  ]) (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 ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), one warrant, each whole redeemable 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 (capita

…

SECURITIES TRANSFER AGREEMENT

This Securities Transfer Agreement is dated as of [•], 2026 (this “Transfer”), by and among Southern Cross Acquisition II Sponsor Corp., a Cayman Islands exempted company (the “Seller”), Southern Cross Acquisition II Corp. , a Cayman Islands exempted company (the “Company”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).

WHEREAS, on the terms and subject to the conditions set forth in this Transfer, the Seller wishes to transfer to the Buyer ordinary shares, $0.0001 par value (“Ordinary Shares”) of the Company, a newly-organized blank check company, or special purpose acquisition company, formed for the purpose of effecting a merger, stock exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”), and the Buyer wish to purchase and receive such Initial Shares (as defined below) from the Seller.

…

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: Up to U.S.$500,000	Effective as of May 26, 2026

…

SECURITIES TRANSFER AGREEMENT

This Securities Transfer Agreement is dated as of [•], 2026 (this “Transfer”), by and among Southern Cross Acquisition II Sponsor Corp., a Cayman Islands exempted company (the “Seller”), Southern Cross Acquisition II Corp., a Cayman Islands exempted company (the “Company”), and Ally Tong Zhang, with an address at 14 Pitlochry Place, Highland Park, Auckland, New Zealand (the “Buyer”).

WHEREAS, on the terms and subject to the conditions set forth in this Transfer, the Seller wishes to transfer to the Buyer certain amount of ordinary shares, $0.0001 par value (“Ordinary Shares”) of the Company, a newly-organized blank check company, or special purpose acquisition company, formed for the purpose of effecting a merger, stock exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”), and the Buyer wish to purchase and receive such Initial Shares (as defined below) from the Seller.

…

SOUTHERN CROSS ACQUISITION II CORP.

Maples Corporate Services Limited,

PO Box 309, Ugland House

Grand Cayman, KY1-1104, Cayman Islands

May 26, 2026

Southern Cross Acquisition II Sponsor Corp.

Maples Corporate Services Limited,

PO Box 309, Ugland House

Grand Cayman, KY1-1104, Cayman Islands

RE:	Securities Purchase Agreement

** **

Ladies and Gentlemen:

…

FORM OF LETTER AGREEMENT

[__], 2026

Southern Cross Acquisition II Corp.

1412 Broadway, 21st Floor Suite 21V

New York, NY 10018

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 Southern Cross Acquisition II Corp., 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 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.

…