Browse EX-10 agreements

SPACCIRCLE ACQUISITION CORP.

8795 Folsom Blvd

Sacramento, California 95826

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April 22, 2026

SPACCircle Sponsor LLC

8795 Folsom Blvd

Sacramento, California 95826

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	RE:	Securities Subscription Agreement

Ladies and Gentlemen:

SPACCircle Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer SPACCircle Sponsor LLC, a Delaware limited liability company, (the “Subscriber” or “you”) has made to subscribe for 5,750,000 Class B ordinary shares of the Company (the “Shares”), $0.0001 par value per share (the “Class B Ordinary Shares”), up to 750,000 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 B Ordin

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FORM OF INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [         ], 2026, by and between SPACCircle Acquisition Corp., a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers, advisors 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 companies;

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 its Subsidiaries (as defined below) from certain liabilities;

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [ ], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between SPACCircle Acquisition Corp., a Cayman Islands exempted company (the “Company”), and SPACCircle Sponsor 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”), one redeemable warrant (a “Warrant”) to purchase one Ordinary Share (a “Warrant Share”) to be governed by the Warrant Agreement to be entered into between the Company and VStock Transfer, LLC, as warrant agent (the “Warrant Agreement”) and one right (a “Share Right”) to receive one-third (1/3) of one Ordinary Share upon the consummation of the Company’s initial business combination to be governed by the Share Rights Agreement to

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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 SPACCircle Acquisition Corp., a Cayman Islands exempted company (the “Company”), and SPACCircle Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages hereto (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

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SPACCIRCLE ACQUISITION CORP.

8795 Folsom Blvd

Sacramento, California 95826

[        ], 2026

SPACCircle Sponsor LLC

8795 Folsom Blvd

Sacramento, California 95826

Re: Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between SPACCircle Acquisition Corp. (the “Company”) and SPACCircle Sponsor LLC (the “Services Provider” or “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 and 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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[        ], 2026

SPACCircle Acquisition Corp.

8795 Folsom Blvd

Sacramento, California 95826

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 SPACCircle Acquisition Corp., a Cayman Islands exempted company (the “Company”) and D. Boral Capital 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 unit comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”), one redeemable warrant (each, a “Warrant”) and one right (each right, a “Share Right”). Each Warrant e

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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 $375,000	Dated as of April 22, 2026 New York, New York

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SHARE EXCHANGE AGREEMENT

This Share Exchange Agreement (“the Agreement”), dated as of the 22nd day of December 2021, by and between:

Party-1: FDCTECH, INC. of 200 Spectrum Center Drive, Suite 300, Irvine, CA 92618 (the “Company”); and

Party-2: AD FINANCIAL SERVICES PTY LTD ACN 628 331 117 of Level 38/71 Eagle St, Brisbane, Queensland Australia, 4000 (“the Target” or “ADFS”).

Party-1 and Party-2 are referred to individually and jointly in the Agreement as a “Party” or “Parties” with reference to the following:

RECITALS:

A. The Company is prepared to acquire approximately 51% of the issued and outstanding shares of capital stock in the Target;

B. The Target is 100% owned by ADFP Pty Ltd (“ADFP”);

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