Browse EX-10 agreements

AMENDMENT NO. 1 TO CONDITIONAL WAIVER OF COVENANT

This Amendment No. 1 to the Conditional Waiver of Covenant (this “Amendment”) is entered into as of June 4, 2026, by and between OFA Group, a Cayman Islands exempted company (the “Company”), and Atsion Opportunity Fund LLC – Series 1, a Delaware limited liability company (the “Investor”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Waiver (as defined below) or the Purchase Agreement (as defined below), as applicable.

 

RECITALS

WHEREAS, the Company and the Investor are parties to that certain Purchase Agreement dated as of July 14, 2025 (the “Purchase Agreement”);

 

WHEREAS, the Company and the Investor are parties to that certain Conditional Waiver of Covenant dated as of March 25, 2026 (the “Waiver”);

…

JOINDER TO REGISTRATION RIGHTS AGREEMENT

 

This Joinder to Registration Rights Agreement (this “Joinder”) is entered into as of February 26, 2026, by and among OFA Group, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), L&H Inc. (the “Transferee”), and Greentree Financial Group Inc. (“Transferor”).

 

WHEREAS, the Company and certain investors, including Transferor, entered into that certain Registration Rights Agreement dated as of October 29, 2025 (the “Registration Rights Agreement” or the “RRA”);

 

WHEREAS, pursuant to that certain Securities Purchase Agreement dated February 20, 2026 (the “Transfer Agreement”), Transferor has agreed to transfer three hundred (300) shares of the Company’s Series A Convertible Preferred Stock (the “Transferred Securities”) to Transferee; and

 

WHEREAS, Section 9 of the Registration Rights Agreement permits assignment of registration rights to permitted transferees upon execution of a joinder agreement.

 

NOW, THEREFORE, the parties agree as follows:

1)

…

CONDITIONAL WAIVER OF COVENANT

Date: October 29, 2025

 

This Conditional Waiver of Covenant (this “Waiver”) is entered into by and between OFA Group, a Cayman Islands exempted company (the “Company”), and Atsion Opportunity Fund LLC – Series 1, a Delaware limited liability company (the “Investor”).

 

RECITALS

WHEREAS, the Company and the Investor are parties to that certain Purchase Agreement dated as of July 14, 2025 (the “Purchase Agreement”);

 

WHEREAS, Section 5(k) of the Purchase Agreement (the “VRT Covenant”) prohibits the Company from entering into any Variable Rate Transaction (as defined in the Purchase Agreement) other than with the Investor until the earlier of (i) the Maturity Date, (ii) the date on which the Available Amount under the Purchase Agreement equals zero dollars ($0), or (iii) the Purchase Agreement is otherwise terminated;

…

CONDITIONAL WAIVER OF COVENANT

Second Closing and Third Closing

Date: March 25, 2026

 

This Conditional Waiver of Covenant (this “Waiver”) is entered into by and between OFA Group, a Cayman Islands exempted company (the “Company”), and Atsion Opportunity Fund LLC – Series 1, a Delaware limited liability company (the “Investor”).

 

RECITALS

WHEREAS, the Company and the Investor are parties to that certain Purchase Agreement dated as of July 14, 2025 (the “Purchase Agreement”);

 

WHEREAS, Section 5(d) of the Purchase Agreement (the “Commitment Fee”) explains that in connection with the Investor entering into the Purchase Agreement on July 14, 2025, the Company is to pay Investor a Commitment Fee equal to $1,000,000 within two (2) Business Days after the date that the Registration Statement in connection with the Purchase Agreement is declared effective by the SEC.

…

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

…

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

…

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

…

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;

…

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

…

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

…

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

…

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

…