Browse EX-10 agreements

MARKETING AGENT AGREEMENT

THIS AGREEMENT is made and entered into as of this 25th day of June 2026, by and among Cryptex Digital Market Cap ETF, a Cayman Islands limited liability company (the “Fund”), which is sponsored by Cryptex Finance, LLC, a Wyoming limited liability company (the “Sponsor”), and Quasar Distributors, LLC, a Delaware limited liability company (“ACA Foreside”).

WHEREAS, the Fund is a limited liability company organized under the laws of the Cayman Islands;

WHEREAS, the Fund filed with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement for the Fund under the Securities Act of 1933, as amended (the “1933 Act”);

WHEREAS, the Fund intends to create and redeem shares of beneficial interest in the Fund (the “Shares”) only in creation unit aggregations (“Creation Unit”) on a continuous basis, and list the Shares on one or more national securities exchanges;

WHEREAS, the Fund desires to retain ACA Foreside to provide certain services in connection with the offering of the Shares (as amended from time to time);

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CUSTODY AGREEMENT

THIS AGREEMENT is made and entered into as of the last date written on the signature page below, by and between CRYPTEX DIGITAL MARKET CAP ETF, a Cayman Islands limited liability company (the “Fund”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

WHEREAS, the Fund has filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “1933 Act”); and

WHEREAS, the Fund desires to retain the Custodian to act as custodian of the assets of the Fund, and to provide related services as provided herein, and the Custodian is willing to accept the obligations and duties related to that role; and

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MASTER PURCHASE AGREEMENT

BitGo Prime, LLC, a Delaware limited liability company (“BitGo Prime”) and CRYPTEX DIGITAL MARKET CAP ETF (“Counterparty” and “You”) (and, together with BitGo Prime, the “Parties” and each a “Party”) are entering into this Master Purchase Agreement (“Agreement”). This Agreement is made as of the later date of the signatures below (the “Effective Date”) and sets forth the terms and conditions under which BitGo Prime and Counterparty may purchase from and sell Digital Assets to each other (“Trading Services”), each for its own benefit and account, as of the Effective Date.

1. Introduction

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FUND ACCOUNTING SERVICING AGREEMENT

THIS AGREEMENT is made and entered into as of the last date written on the signature page below, by and between U.S. BANCORP FUND SERVICES, LLC dba U.S. Bank Global Fund Services, a Wisconsin limited liability company (“USBFS”), CRYPTEX DIGITAL MARKET CAP ETF, a Cayman Islands limited liability company (the “Fund”).

WHEREAS, the Fund has filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “1933 Act”); and

WHEREAS, the Fund desires to retain USBFS to provide fund accounting services described herein, all as more fully set forth below.

NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

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TRANSFER AGENT SERVICING AGREEMENT

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THIS AGREEMENT is made and entered into as of the last date written on the signature page below, by and between U.S. BANCORP FUND SERVICES, LLC dba U.S. Bank Global Fund Services, a Wisconsin limited liability company (“Fund Services”), CRYPTEX DIGITAL MARKET CAP ETF, a Cayman Islands limited liability company (the “Fund”).

WHEREAS, the Fund intends to issue an exchange-traded class of shares known as “ETF Shares.” The ETF Shares shall be created in bundles called “Creation Units.” The Fund shall create and redeem ETF Shares only in Creation Units principally in kind for portfolio securities of the particular ETF Series (“Deposit Securities”), as more fully described in the current prospectus and statement of additional information of the Fund, included in the Fund’s registration statement on Form S-1, and as authorized under the Order of Exemption filed with the Securities and Exchange Commission. Only brokers or dealers that are “Authorized Participants” and that have entered into an Authorized Participant Agreement with ACA FORES

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Exhibit 10.1

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of July ___, 2026 by and between AEI CapForce II Investment Corp, a Cayman Islands exempted company (the “Company”), and Efficiency INC., a Delaware corporation (the “Trustee”).

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WHEREAS, the Company’s registration statement on Form S-1, File No. 333-281101 (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering (the “Offering”) of the Company’s units (the “Units”), each of which consists of one Class A ordinary share, par value $0.0001 per share (the “Ordinary Shares”), one redeemable warrant to purchase one Share at $11.50 per share and one right to receive one-fifth (1/5) of one Class A ordinary share, has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and

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Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ___________, 2026, is made and entered into by and among AEI CapForce II Investment Corp, a Cayman Islands exempted corporation (the “Company”), AEI Capital SPAC Venture II LLC, a Cayman Islands limited liability company (the “Sponsor”), and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, 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 Company has 2,875,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued and outstanding, up to 375,000 of which will be surrendered 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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____________, 2026

AEI CapForce II Investment Corp

Duplex Penthouse, Unit A-33A-6

Level 33, Tower A, UOA Bangsar Tower

No. 5, Bangsar Utama 1 Road,

59000 Kuala Lumpur, Malaysia

	Re:	Form of Placement Unit Purchase Agreement

Ladies and Gentlemen:

AEI CapForce II Investment Corp (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”), pursuant to a registration statement on Form S-1 (“Registration Statement”).

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Dated the 21th day of July 2026

EVOAIR HOLDINGS INC.

and

ONG BEE CHEN

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

FOR

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EXECUTIVE OFFICER

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made on 21th day of July 2026.

BETWEEN:

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Dated the [●]th day of February 2026

EVOAIR HOLDINGS INC.

and

ONG BEE CHEN

SECOND SUPPLEMENTAL EMPLOYMENT AGREEMENT

FOR

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EXECUTIVE DIRECTOR

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THIS SUPPLEMENTAL AGREEMENT is made on the [●] February 2026.

BETWEEN:

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Dated the 21th day of July 2026

EVOAIR HOLDINGS INC.

and

(DR.) LOW WAI KOON

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

FOR

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EXECUTIVE DIRECTOR

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THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made on the 21th day of July 2026.

BETWEEN:

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Dated the 21th day of July 2026

EVOAIR HOLDINGS INC.

and

CHAN KOK WEI

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

FOR

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EXECUTIVE DIRECTOR

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** AMENDED AND RESTATED EMPLOYMENT AGREEMENT** is made on the 21th day of July 2026.

BETWEEN:

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