Browse EX-10 agreements

PRIVATE PLACEMENT UNITS AND RESTRICTED SHARE PURCHASE AGREEMENT

 

This Private Placement Units and Restricted Share Purchase Agreement, dated as of June 2, 2026 (this “Agreement”), is entered into by and between Aeon Acquisition I Corp., a Cayman Islands exempted company (the “Company”), and Aeon Acquisition Partners I 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 (a “Class A Ordinary Share” or “Share”), one redeemable warrant (“Warrant”), each whole warrant exercisable for one Share at an exercise price of $11.50 per Share, and one right (“Right”) to receive one-fourth (1/4) of a Share (the “Right Shares”) upon the consummation of an initial business combination, as set forth in the Company’s registration statement on Form S-1 related to the Public Offering (the “Registration Statement”);

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the [●] day of [●], 2026, by and between Cartesian Growth Corporation IV, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. (the “Subscriber”).

 

WHEREAS, the Company desires to sell to the Subscriber on a private placement basis (the “Offering”) an aggregate of 1,562,500 warrants (each, a “Placement Warrant” and, collectively, the “Placement Warrants”) of the Company, for a purchase price of $2.00 per Placement Warrant. The Class A Ordinary Shares (as defined below) underlying the Placement 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 provided in the registration statement in connection with the initial public offering (the “IPO”) of th

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LETTER AGREEMENT

 

[ ], 2026

 

Cartesian Growth Corporation IV 505 Fifth Avenue, 15th Floor New York, New York 10017

 

Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022

 

Re: Initial Public Offering

 

Ladies and Gentlemen:

 

This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Cartesian Growth Corporation IV, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. as representative (the “Representative”) of the underwriters named therein (the “Underwriters”), relating to the underwritten initial public offering (the “IPO”) of 25,000,000 units of the Company (or up to 28,750,000 units if the Over-Allotment Option is exercised in full) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder th

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Cartesian Growth Corporation IV

505 Fifth Avenue, 15th Floor

New York, New York 10017 

 

March 18, 2026

 

CGC IV Sponsor DirectorCo LLC

505 Fifth Avenue, 15th Floor

New York, New York 10017

 

RE: Securities Purchase Agreement

 

Ladies and Gentlemen:

 

We are pleased to accept the offer you (the “Subscriber”) have made to purchase an aggregate of 100,000 Class B ordinary shares (the “Founder Shares”) of par value $0.0001 per share in connection with the initial public offering (“IPO”) of Cartesian Growth Corporation IV, a Cayman Islands exempted company (the “Company”). For the purposes of this Agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B ordinary shares of the Company, including the Founder Shares, and the Class A ordinary shares of the Company, $0.0001 par value per share (the “Class A Ordinary Shares”). Pursuant to the Company’s memorandum and articles of association (the “Articles”), the Founder Shares will automatically convert into Class A Ordinary Shares, upon the terms

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INDEMNITY AGREEMENT

 

This INDEMNITY AGREEMENT (this “Agreement”) is entered into on [●], 2026, by and between Cartesian Growth Corporation IV, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).

 

RECITALS

 

WHEREAS, it is customary to provide officers and/or directors with adequate protection through insurance or adequate indemnification against claims and actions against them arising out of their service to and activities on behalf of such corporations;

 

WHEREAS, the board of directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and any of its Subsidiaries (as defined below) from certain liabilities;

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Cartesian Growth Corporation IV, a Cayman Islands exempted company (the “Company”), and CGC IV Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).

 

WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of the Company’s units (“Units”), each Unit consisting of one Class A ordinary share, par value $0.0001 per share, of the Company (an “Ordinary Share”) and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per share, subject to adjustment. The Purchaser has agreed to purchase an aggregate of 937,500 warrants at a price of $2.00 per warrant (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50

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INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Investment Management Trust Agreement (this “Agreement”) is made as of May [ ], 2026 by and between Cartesian Growth Corporation IV, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

 

WHEREAS, the Registration Statement on Form S-1 (File No. 333-[ ]), as amended (the “Registration Statement”), and prospectus for the Company’s initial public offering of 25,000,000 units (or 28,750,000 units in the aggregate if the underwriters’ option to purchase additional units (the “Over-Allotment Option”) is exercised in full), at a price of $10.00 per unit (the “Units”), each Unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Share(s)”), and one-third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share at an exercise price of $11.50 per share, subject to adjustment (such initial public offering hereinafter refe

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Cartesian Growth Corporation IV

505 Fifth Avenue, 15th Floor

New York, New York 10017 

 

March 18, 2026

 

CGC IV Sponsor LLC

505 Fifth Avenue, 15th Floor

New York, New York 10017

 

RE: Securities Purchase Agreement

 

Ladies and Gentlemen:

 

We are pleased to accept the offer you (the “Subscriber”) have made to purchase an aggregate of 7,187,500 Class B ordinary shares (the “Founder Shares”) of par value $0.0001 per share, up to 937,500 of which Founder Shares are subject to complete or partial forfeiture (the “forfeiture”) if the underwriters of the initial public offering (“IPO”) of Cartesian Growth Corporation IV, a Cayman Islands exempted company (the “Company”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B ordinary shares of the Company, including the Founder Shares, and the Class A ordinary shares of the Company, $0.0001 par value per share (the “**Class A Ordinary Sha

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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 MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.  

 

PROMISSORY NOTE

 

Principal Amount: Up to $750,000

 

Dated as of March 26, 2026

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LETTER AGREEMENT

 

[ ], 2026

Cartesian Growth Corporation IV 505 Fifth Avenue, 15th Floor New York, New York 10017

 

Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022

 

Re: Initial Public Offering

 

Ladies and Gentlemen:

 

This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Cartesian Growth Corporation IV, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. as representative (the “Representative”) of the underwriters named therein (the “Underwriters”), relating to the underwritten initial public offering (the “IPO”) of 25,000,000 units of the Company (or up to 28,750,000 units if the Over-Allotment Option is exercised in full) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder there

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REGISTRATION RIGHTS AGREEMENT

 

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of May [ ], 2026, by and among Cartesian Growth Corporation IV, a Cayman Islands exempted company (the “Company”), and each undersigned party listed under the heading “Holder” on the signature page hereto (each such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively, the “Holders”).

 

WHEREAS, CGC IV Sponsor LLC (the “Sponsor”) and CGC IV Sponsor DirectorCo LLC (“DirectorCo”) own an aggregate of 7,187,500 Class B ordinary shares, par value $0.0001 per share, of the Company (“Founder Shares”), which include an aggregate of up to 937,500 Founder Shares subject to forfeiture by the Sponsor to the extent that the underwriters in the Company’s initial public offering do not exercise their option to purchase additional units;

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SHARE PURCHASE AGREEMENT

 

This Share Purchase Agreement (this “Agreement”) is entered into as of the 29 day of October, 2025 (the “Effective Date”) by and between:

 

SYNC CAPITAL LIMITED, a company incorporated in the UK, with registered company number 10519029, with its principal offices at Unit 1 74 Back Church Lane, London, England, E1 1LX (“SYNC”); and Mr. Gope Shyamdas Kundnani, a holder of an Indian passport number T2440944, and whose registered address is 301, Golden SA,AL Mankhool, Al Mankhool, Dubai, United Arab Emirates (“Mr. Kundnani”) (SYNC and Mr. Kundnani collectively hereinafter the “Seller”);

 

and

 

FDCTech Inc., a company incorporated in the USA, with registered company number 81-1265459, with its principal offices at 200 Spectrum Drive, Suite 300, Irvine, 92618, California, USA (the “Buyer”).

 

The Seller and the Buyer are collectively referred to as the “Parties” and individually as a “Party”.

 

RECITALS

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