Browse EX-10 agreements

PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT

This PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT (this “Agreement”) is made as of [ ], 2026, by and between Cantor Equity Partners VII, Inc., a Cayman Islands exempted company (the “Company”), and Cantor EP Holdings VII, LLC, a Delaware limited liability company (the “Subscriber”), with a principal place of business at 110 East 59th Street, New York, NY 10022.

WHEREAS, the Company desires to sell to Subscriber on a private placement basis (the “Offering”) 600,000 Class A ordinary shares of the Company, par value $0.0001 per share (“Class A Ordinary Shares”), for a purchase price of $6,000,000, or $10.00 per Class A Ordinary Share; and

WHEREAS, Subscriber wishes to purchase 600,000 Class A Ordinary Shares for a purchase price of $6,000,000 and the Company wishes to accept such subscription from Subscriber.

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2026, is made and entered into by and among Cantor Equity Partners VII, Inc., a Cayman Islands exempted company (the “Company”), Cantor EP Holdings VII, LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned individuals (together with the Sponsor and 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 Sponsor owns an aggregate of 7,187,500 Class B ordinary shares of the Company, par value $0.0001 per share (the “Class B Ordinary Shares” and such Class B Ordinary Shares held by the Sponsor, the “Founder Shares”) up to 937,500 of which will be forfeited 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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Exhibit 10.4

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2026, by and between Cantor Equity Partners VII, Inc., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1, File No. 333- (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares” and 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 Cantor Fitzgerald & Co. as representative (the “Representative”) of the several underwriters (the “Underwriters”) named therein; and

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[   ], 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

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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 $300,000	Dated as of August 21, 2025 New York, New York

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Exhibit 10.1

CF International Acquisition Corp. IX

110 East 59th Street

New York, NY 10022

May 14, 2021

CFAC International Holdings IX, LLC

110 East 59th Street

New York, NY 10022

RE:	Securities Subscription Agreement

Ladies and Gentlemen:

CF International Acquisition Corp. IX, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer CFAC International Holdings IX, LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 14,375,000 Class B ordinary shares of the Company (the “Shares”), $0.0001 par value per share (the “Class B Shares”), up to 1,875,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class

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BITGO

CUSTODIAL SERVICES AGREEMENT

This BitGo Custodial Services Agreement (this “Agreement”) is made as of the Effective Date by and between:

7RCC Spot Bitcoin and Carbon Credit Futures ETF	(“CLIENT”)
a Delaware	Fund

This Agreement governs Client’s use of the Services (as defined below) provided or made available by Custodian to Client.

Definitions. Capitalized terms not defined elsewhere in this Agreement shall have the meaning set forth below:

	a)	“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person. “Control” means the direct or indirect ownership of more than 50% of the voting securities or voting interests of a Person, or the possession of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of equity interests, or by contract. A Person will be deemed an Affiliate only for so long as such control exists.

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INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 13, 2026, by and between GSR V Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Jody Sitkoski (the “Indemnitee”).

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;

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SOFTWARE DEVELOPMENT AGREEMENT

This Agreement is made and entered into on November 3, 2025 (the "Effective Date") by and between:

Party 1 (Developer): Vinunique Eurasia Trade Limited, with address at Room 8, S- V, 6/F, Valiant Industrial Centre, 2-12 Au Pui Wan Street, Fotan, NT, Hong Kong, represented by Maidaniuk Andrii**, **Director.

Party 2 (Client): Nex Neo Tech Inc., with address at 100 24th Street West, Billings, MT 59102, USA, represented by Anastasiia Reish**,** Director.

Hereinafter collectively referred to as the "Parties" and individually as a "Party".

	1.	Subject of the Agreement

The Developer agrees to provide API and website development services for the Client in accordance with the technical specifications and scope of work described herein and in Attachment A (Project Breakdown & Cost Calculation), which forms an integral part of this Agreement.

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Execution Version

LIMITED WAIVER AND FOURTH AMENDMENT TO LOAN, SECURITY

AND COLLATERAL MANAGEMENT AGREEMENT

THIS LIMITED WAIVER AND FOURTH AMENDMENT TO LOAN, SECURITY AND COLLATERAL MANAGEMENT AGREEMENT (this “Amendment”), dated as of February 14, 2025 (“Fourth Amendment Effective Date”), is entered into by and among:

(1)

INVESTCORP US PRIVATE CREDIT BDC II SPV, LLC, a Delaware limited liability company, as the borrower (the “Borrower”);

(2)

CM INVESTMENT PARTNERS LLC, a Delaware limited liability company, as the collateral manager (the “Collateral Manager”);

(3)

each of the lenders party to the agreement(as defined below; collectively, the “Lenders”); and

(4)

Capital One, National Association, a national banking association, as the administrative agent (“Capital One, National Association” and in such capacity, the “Administrative Agent”).

RECITALS

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INVESTCORP US PRIVATE CREDIT BDC II
CLASS I SHARES
EXPENSE SUPPORT AGREEMENT

THIS EXPENSE SUPPORT AGREEMENT (the “Agreement”) is effective as of the 5thday of January 2026, by and between INVESTCORP US PRIVATE CREDIT BDC II, a Delaware statutory trust (the “Fund”), and the investment adviser of such Fund, CM INVESTMENT PARTNERS LLC (the “Adviser”).

WHEREAS, the Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”) as a closed-end management investment company;

WHEREAS, the Adviser renders advice and services to the Fund pursuant to the terms and provisions of an Investment Advisory Agreement between the Fund and the Adviser dated as of the 5thday of January 2026 (the “Investment Advisory Agreement”); and

WHEREAS, the Fund’s Board of Trustees (the “Board”) and the Adviser have determined that it is appropriate and in the best interests of the Fund to limit the expenses of Class I Shares of the Fund and, therefore, have entered into this Agreement in order to maintain the Fund’s Class I expenses as set forth herein;

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UP TO U.S. $20,000,000

LOAN, SECURITY AND COLLATERAL MANAGEMENT AGREEMENT

by and among

CM INVESTMENT PARTNERS LLC,
as the Collateral Manager

Investcorp US Private Credit BDC II SPV, LLC,
as the Borrower

EACH OF THE LENDERS FROM TIME TO TIME PARTY HERETO,
as the Lenders

CAPITAL ONE, NATIONAL ASSOCIATION,
as the Administrative Agent, Hedge Counterparty, Swingline Lender and Arranger

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as the Collateral Custodian

and

U.S. BANK NATIONAL ASSOCIATION,

as the Document Custodian

Dated as of June 14, 2023

[Investcorp] Loan and Security Agreement

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