Browse EX-10 agreements

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

 

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June 4, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between FutureCorp Space Acquisition 1, a Cayman Islands exempted company (the “Company”), and FutureCorp Space Acquisition 1 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-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share. The Purchaser has agreed to purchase an aggregate of 4,000,000 warrants (whether or not the underwriters’ over-allotment option in connection with the Public Offering is exercised in full) (the “Private Placement Warrants”), each Private Placement Warrant entit

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

 

This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the 4th day of June, 2026, by and between FutureCorp Space Acquisition 1, a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co., a New York general partnership (“Cantor” or the “Subscriber”).

 

WHEREAS, the Company desires to sell to the Subscriber on a private placement basis (the “Offering”) an aggregate of 2,000,000 warrants (including if the underwriters’ over-allotment option is exercised in full) (each, a “Placement Warrant” and, collectively, the “Placement Warrants”) of the Company, for a purchase price of $1.00 per Placement Warrant. The Class A Ordinary Shares (as defined below) underlying the Warrants are hereinafter referred to as the “Warrant Shares”. The Placement Warrants and Warrant Shares, collectively, are hereinafter referred to as the “Securities.” Each whole Placement Warrant is exercisable to purchase one Class A Ordinary Share at an exercise price of $11.50, as pro

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FutureCorp Space Acquisition 1

8605 Santa Monica Blvd.

#54207

Los Angeles, California 90069

 

June 4, 2026

 

FutureCorp Space Acquisition 1 LLC c/o FutureCorp Space Acquisition 1

8605 Santa Monica Blvd., #54207 Los Angeles, California 90069

 

Re: Administrative Services Agreement

 

Ladies and Gentlemen:

 

This letter agreement by and between FutureCorp Space Acquisition 1 (the “Company”) and FutureCorp Space Acquisition 1 LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the closing date of the initial public offering of securities of the Company (the “Closing 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 (i) the consummation by the Company of an initial business combination or (ii) 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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REGISTRATION RIGHTS AGREEMENT

 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 4, 2026, is made and entered into by and among FutureCorp Space Acquisition 1, a Cayman Islands exempted company (the “Company”), FutureCorp Space Acquisition 1 LLC, a Delaware limited liability company (the “Sponsor”), and Cantor Fitzgerald & Co., a New York general partnership (“Cantor” or the “Representative”) (the Sponsor and the Representative together with 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

WHEREAS, the Company has 5,750,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued and outstanding, up to 750,000 of which will be surrendered to the Company for no consideration depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option;

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June [   ], 2026 

Cantor Equity Partners VII, Inc.

110 East 59th Street

New York, NY 10022

 

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 Cantor Equity Partners VII, Inc., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. 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 25,000,000 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”) (including up to 3,750,000 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 prospectus (the “Prospectus”) filed by the Compan

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THIS PROMISSORY NOTE (“NOTE”) AND THE SECURITIES INTO WHICH THE NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. 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 AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

 

PROMISSORY NOTE

 

 

Dated as of June    , 2026

Principal Amount: Up to $4,312,500

New York, New York

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Certain identified information in this document has been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. Such redacted information is indicated by [***]. Such redacted information has been excluded from this document because it is both not material and is the type that Azul S.A. treats as private or confidential.

 

AMENDED AND RESTATED WARRANT AGREEMENT

THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of May 21, 2026, which amends and restates the Warrant Agreement, dated as of February 17, 2026, is by and among Azul S.A., a Brazilian corporation (sociedade anônima) (the “Company”), United Airlines, Inc. (“United”), and the undersigned Additional Investment Holders (each individually, an “Additional Investment Holder” and, collectively, the “Additional Investment Holders”).

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Certain identified information in this document has been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. Such redacted information is indicated by [***]. Such redacted information has been excluded from this document because it is both not material and is the type that Azul S.A. treats as private or confidential.

 

AMENDED AND RESTATED WARRANT AGREEMENT

THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of May 21, 2026, which amends and restates the Warrant Agreement, dated as of February 17, 2026 (as amended by that First Amendment to Warrant Agreement, dated as of March 31, 2026) is by and among Azul S.A., a Brazilian corporation (sociedade anônima) (the “Company”) and American Airlines, Inc. (the “Holder”).

WHEREAS, on May 28, 2025, the Company and its affiliated debtors (collectively, the “Debtors”) filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) under the Case No. 25-11176 (SHL);

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Certain identified information in this document has been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. Such redacted information is indicated by [***]. Such redacted information has been excluded from this document because it is both not material and is the type that Azul S.A. treats as private or confidential.

FIRST AMENDMENT TO

AMENDED AND RESTATED EQUITY INVESTMENT AGREEMENT

This FIRST AMENDMENT TO AMENDED AND RESTATED EQUITY INVESTMENT AGREEMENT, dated as of May 21, 2026 (this “Amendment”), is entered into by and between Azul S.A., a Brazilian corporation (sociedade anônima) (the “Company”), on its own behalf and on behalf and each of its direct and indirect subsidiaries that are a party to the Equity Investment Agreement, and American Airlines, Inc. (the “Subscriber”).

PRELIMINARY STATEMENTS:

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FIRST AMENDMENT TO WARRANT AGREEMENT

This FIRST AMENDMENT TO WARRANT AGREEMENT, dated as of March 31, 2026 (this “Amendment”), is entered into by and between Azul S.A., a Brazilian corporation (sociedade anônima) (the “Company”) and American Airlines, Inc. (the “Holder”).

PRELIMINARY STATEMENTS:

WHEREAS, the Company and Holder are party to that certain Warrant Agreement, dated as of February 17, 2026 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the **“**Warrant Agreement”). Capitalized terms used herein and not otherwise defined in this Amendment shall have the same meanings as specified in the Warrant Agreement.

WHEREAS, the parties hereto have agreed to amend the Warrant Agreement as set forth herein to extend the deadline under Section 3.3(f) therein for the filing of all formal filings necessary to begin the CADE Approval review period.

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