Browse EX-10 agreements

CONSULTING AGREEMENT

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This CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of August 15, 2026 (the “Effective Date”), by and between FDCTECH, INC., a Delaware corporation (the “Company”), and LUX LIMITED, a company organized under the laws of the Republic of the Marshall Islands, with its registered office at Trust Company Complex, Ajeltake Road, Majuro, MH96960 (the “Consultant”).

RECITALS

A. The Company wishes to engage the Consultant to perform the bona fide operational and professional services described in Exhibit A (the “Services”). The Consultant shall perform the Services during the period from the Effective Date through August 27, 2026 (the “Completion Date”; such period, the “Performance Period”). The parties enter into this Agreement to document the terms of that engagement, including the consideration payable for the Services.

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SHARE PURCHASE AGREEMENT

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This Share Purchase Agreement (this “Agreement”) is made and entered into as of 1 May 2026 (the “Effective Date”), by and between FDCTech INC, a corporation organized and existing under the laws of the United States with federal tax identification number 81-1265459 (“Purchaser”), and Raymond Yip, an individual, a holder of a UK passport, with a registered address at 130 Malthouse Lane, Earlswood, Solihull, B94 5SA, United Kingdom (“Seller”), with respect to the acquisition by Purchaser of all of the issued and outstanding shares of Alchemy Markets (Cayman) Ltd, a Cayman Islands exempted company with registration number CO-328910 and CIMA license number 1612590 (the “Company”).

1. Sale and Purchase of Shares

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CONSULTING AGREEMENT

This CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of August 10, 2026 (the “Effective Date”), by and between FDCTECH, INC., a Delaware corporation (the “Company”), and GLOBAL ALLIANCE CONSULTING GROUP, a California corporation, with its principal place of business at 8149 Pinnacle Peak Ave, Las Vegas, NV 89113 (the “Consultant”).

RECITALS

A. The Company engaged the Consultant to perform the bona fide operational and professional services described in Exhibit A (the “Services”). The Consultant shall perform the Services during the period from the Effective Date through August 28, 2026 (the “Completion Date”; such period, the “Performance Period”). The parties enter into this Agreement to set forth the terms of that engagement, including the consideration payable for the Services.

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INDEMNITY AGREEMENT

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

RECITALS

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**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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OCEANHAWK ACQUISITION II CORP.

Oceanhawk Acquisition II Sponsor, LLC
515 Madison Ave., 8th Floor
New York, NY 10022

	RE:	Securities Subscription Agreement

Ladies and Gentlemen:

This agreement (the “Agreement”) is entered into on May 6, 2026, by and between Oceanhawk Acquisition II Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Oceanhawk Acquisition II Corp., a Cayman Islands exempted company (the “Company”). The Company’s and the Subscriber’s agreements regarding 5,749,999 Class B ordinary shares, $0.0001 par value per share, up to 750,000 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”), do not fully exercise their over-allotment option (the “Over-allotment Option”) (the “Shares”), are as follows:

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OCEANHAWK ACQUISITION II CORP.

440 Louisiana St., Suite 900, Houston, TX 77002

[●], 2026

Oceanhawk Acquisition II Sponsor, LLC
440 Louisiana St., Suite 900,
Houston, TX 77002

Re:	Administrative Services and Indemnification Agreement

Ladies and Gentlemen:

This letter agreement (this “Agreement”) by and between Oceanhawk Acquisition II Corp. (the “Company”) and Oceanhawk Acquisition II Sponsor, 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 Stock 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 Registr

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SPONSOR PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

This SPONSOR PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the day of [●], 2026, by and between Oceanhawk Acquisition II Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at 440 Louisiana St., Suite 900, Houston, TX 77002, and Oceanhawk Acquisition II Sponsor, LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 440 Louisiana St., Suite 900, Houston, TX 77002.

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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 COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

Principal Amount: Up to $300,000	Dated as of May 6, 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 among Oceanhawk Acquisition II Corp., a Cayman Islands exempted company (the “Company”), Oceanhawk Acquisition II Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), StoneX Financial Inc. (“StoneX”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor and StoneX and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.02 of this Agreement, a “Holder” and collectively the “Holders”).

RECITALS

WHEREAS, the Company and the Sponsor have entered into a Securities Subscription Agreement (as amended, the “Subscription Agreement”), pursuant to which the Company evidenced the issue to the Sponsor of an aggregate of 5,750,000 shares (the “Founder Shares”) of the Company’s Class B ordinary shares, par value $0.0001 per share;

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INVESTMENT MANAGEMENT TRUST AGREEMENT

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

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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 units (the “Units”), each of which consists of one share of the Company’s Class A ordinary shares, par value $0.0001 per share (each, an “Ordinary Share”) and one right to receive one-tenth of one Ordinary Share upon the consummation of an initial business combination (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 (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registrati

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[●], 2026

Oceanhawk Acquisition II Corp.
515 Madison Avenue, 8th Floor
New York, NY 10022
United States of America

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 or proposed to be entered into by and between Oceanhawk Acquisition II Corp., a Cayman Islands exempted company (the “Company”), and StoneX Financial Inc. (“StoneX”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (“Units”) (including up to 2,250,000 Units that may be purchased to cover over-allotments, if any), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one right to receive one-tenth of one Ordinary Share upon the consummation of an initial business combination (each, a “Right”). The Units shall be sold in th

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UNDERWRITER PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

This UNDERWRITER PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the day of [●], 2026, by and between Oceanhawk Acquisition II Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at 440 Louisiana St., Suite 900, Houston, TX 77002, and StoneX Financial Inc., a Florida corporation (the “Subscriber”), having its principal place of business at 150 E. 58th Street, 17th Floor, New York, NY 10155.

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