Browse EX-10 agreements

POP GLOBAL ACQUISITION LIMITED

(a Cayman Islands exempted company)

FORM OF ADMINISTRATIVE SERVICES AGREEMENT

[●], 2026

NC Fortune Global Limited

Intershore Chambers, P.O. Box 4342, Road Town, Tortola, British Virgin Islands

Re: Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement (this “Agreement”) by and between Pop Global Acquisition Limited, a Cayman Islands exempted company (company number 436772) (the “Company”) and NC Fortune Global Limited, a British Virgin Islands business company (BVI company number 2209464) (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration State

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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 Pop Global Acquisition Limited, a Cayman Islands exempted company (the “Company”) and NC Fortune Global Limited, a British Virgin Islands business company (BVI company number 2209464) (the “Sponsor”)(the Sponsor together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).

RECITALS

WHEREAS, the Sponsor owns an aggregate of 2,875,000 Ordinary Shares (the “Founder Shares”), par value $0.0001 per share (the “Ordinary Shares”), of the Company, issued prior to the date hereof in a private placement;

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●] by and between Pop Global Acquisition Limited (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 units (the “Units”), each of which consists of one of the Company’s ordinary shares, par value $0.0001 per share (each, an “Ordinary Share”), and one redeemable warrant, each whole warrant entitling the holder thereof to purchase one 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

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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.

POP GLOBAL ACQUISITION LIMITED

(a Cayman Islands exempted company)

FORM OF PROMISSORY NOTE

Principal Amount: Up to $500,000	Dated as of [●], 2026

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FORM OF SECURITIES SUBSCRIPTION AGREEMENT

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POP GLOBAL ACQUISITION LIMITED

[*], 2026

NC Fortune Global Limited

Intershore Chambers, P.O. Box 4342

Road Town, Tortola, British Virgin Islands

RE: Securities Subscription Agreement

Ladies and Gentlemen:

This agreement (the “Agreement”) is entered into on [*], 2026, by and between NC Fortune Global Limited, a British Virgin Islands business company (the **“Subscriber” **or “you”), and POP GLOBAL ACQUISITION LIMITED, a Cayman Islands exempted company (the **“Company,” “we” **or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,875,000 ordinary shares, $0.001par value per share, up to 375,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit consisting of one ordinary share and one redeemable warrant, do not fully exercise their over-allotment option (the “Over-allotment Option”) (herein referred to as the “Shares”). T

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BHAV ACQUISITION CORP II

255 Old New Brunswick Rd., Suite N210

Piscataway, NJ 08854
United States

[●], 2026

BHAV Partners II LLC

	Re:	Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between BHAV Acquisition Corp II (the “Company”) and BHAV Partners II LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Commencement Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (as it may be amended from time to time, the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or 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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PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT

This PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of [●], 2026, by and between BHAV Acquisition Corp II, a Cayman Islands exempted company with limited liability (the “Company”), and BHAV Partners II LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering (“IPO”) of the Company’s units (the “Public Units”), each Public Unit consisting of one (1) Class A ordinary share, par value $0.0001 per share, of the Company (a “Class A Ordinary Share”), and one right to receive one-fourth (1/4) of one Class A Ordinary Share upon completion of the Company’s initial Business Combination (as defined below), as set forth in the Company’s Registration Statement on Form S-1 (File No. 333-[●]) (as it may be amended from time to time, the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”);

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026, by and between BHAV Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York company (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1, File No. 333-[•] (as it may be amended, the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Share”), and one right to receive one-fourth of one Ordinary Share upon consummation of the Company’s initial Business Combination (as defined in the Underwriting Agreement) (such initial public offering, the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and

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THIS PROMISSORY NOTE (THIS “NOTE”) HAS 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 EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE MAKER MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TO THE EFFECT THAT ANY SALE OR OTHER DISPOSITION IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.  

BHAV ACQUISITION CORP II

PROMISSORY NOTE

Principal Amount: Up to U.S. $500,000	June 25, 2026

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [*], 2026, is made and entered into by and between BHAV Acquisition Corp II, a Cayman Islands exempted company with limited liability (the “Company”), BHAV Partners II LLC, a Delaware limited liability company (the “Sponsor”), Maxim Group LLC (the “Representative”) (each such party, 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

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LETTER AGREEMENT

[●], 2026

BHAV Acquisition Corp II

255 Old New Brunswick Rd., Suite N210

Piscataway, NJ 08854

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 among BHAV Acquisition Corp II, a Cayman Islands exempted company with limited liability (the “Company”), and Maxim Group LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one right (each, a “Right”). Each Right entitles the holder thereof to receive one-fourth (1/4) of one Class A Ordinary Share upon consummation of the Company’s initial Business Combina

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BHAV ACQUISITION CORP II

FOUNDER SHARE SUBSCRIPTION AGREEMENT

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June 25, 2026

BHAV Partners II LLC

RE: Founder Share Subscription Agreement

Ladies and Gentlemen:

This Founder Share Subscription Agreement (this “Agreement”) is entered into on June 25, 2026, by and between BHAV Partners II LLC, a Delaware limited liability company (the “Subscriber” or “you”), and BHAV Acquisition Corp II, a Cayman Islands exempted company (the “Company,” “we,” “our” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscriber for and purchase 5,750,000 Class B ordinary shares, with a par value of US$0.0001 per share (the “Class B Ordinary Shares” and together with all the Class A ordinary shares of the Company with a par value of US$0.0001 per share (the “Class A Ordinary Shares”), the “Shares”), of which up to 750,000 Class B Ordinary Shares are subject to complete or partial surrender and cancellation by you if the underwriters of our initial public offering (the “IPO”) of units of the Company do not fully ex

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