Browse EX-10 agreements

COMPENSATION COMMITTEE CHARTER

OF

COOLBIT TECHNOLOGIES LIMITED

I.	PURPOSE

The Compensation Committee of the Board of Directors (“the Board”) of Coolbit Technologies Limited (the “Company”) is established pursuant to this charter. The purpose of the Compensation Committee is to review and make recommendations to the Board regarding all forms of compensation to be provided to the executive officers and directors of the Company including stock compensation and loans, and all bonus and stock compensation to all employees.

The Compensation Committee has the authority to undertake the specific duties and responsibilities listed below and will have the authority to undertake such other specific duties as the Board may from time to time prescribe.

II.	COMMITTEE MEMBERSHIPS:

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NOMINATION COMMITTEE CHARTER

OF

COOLBIT TECHNOLOGIES LIMITED

I.	PURPOSE:

The purpose of the Nomination Committee (the “Nomination Committee”) of the Board of Directors (the “Board”) of Coolbit Technologies Limited (the “Company”) shall be to review and make recommendations to the Board regarding matters concerning corporate governance; review the composition of and evaluate the performance of the Board; recommend persons for election to the Board and evaluate director compensation; review the composition of committees of the Board and recommend persons to be members of such committees; review and maintain compliance of committee membership with applicable regulatory requirements; and review conflicts of interest of members of the Board and corporate officers.

In addition, the Nomination Committee will undertake those specific duties and responsibilities listed below and such other duties as the Board may from time to time prescribe.

II.	COMMITTEE MEMBERSHIP:

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AUDIT COMMITTEE CHARTER

OF

COOLBIT TECHNOLOGIES LIMITED

May 20, 2026

I. PURPOSE

The purpose of the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of Coolbit Technologies Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), is to assist the Board in monitoring: (1) the integrity of the annual, semi-annual, quarterly (if the Company should elect to release quarterly information), and other financial statements of the Company, (2) the independent auditor’s qualifications and independence, (3) the performance of the Company’s independent auditor, and (4) the compliance by the Company with legal and regulatory requirements. The Audit Committee also shall review and approve all related-party transactions.

The Audit Committee shall prepare any reports required by the rules of the Securities and Exchange Commission (“Commission”).

II. COMMITTEE MEMBERSHIPS

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INDEMNIFICATION AGREEMENT

This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this __day of ___________________ 2026 (the “Effective Date”) by and between Coolbit Technologies Limited, a Cayman Islands exempt company the “Company”), and __________________ (the “Indemnitee”).

WHEREAS, the Company believes it is essential to retain and attract qualified directors and officers;

WHEREAS, the Indemnitee is a director and/or officer of the Company;

WHEREAS, both the Company and the Indemnitee recognize the increased risk of litigation and other claims that may be asserted against directors and officers of public companies, as well as the possibility that in certain situations a threat of litigation may be employed to deter them from exercising their judgment in the best interests of the Company, and the consequent need to allocate the risk of personal liability through indemnification and insurance;

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COOLBIT TECHNOLOGIES LIMITED

(incorporated in the Cayman Islands with limited liability)

5020-4000

No. 3 Road

Richmond, BC V6X 0J8

**TEL:**604-837-9263

[date], 2026

Re: Director’s Agreement

Dear ______:

This letter shall constitute an agreement (the “Agreement”) between you and Coolbit Technologies Limited (the “Company”) and contains all the terms and conditions relating to the services you are to provide as an independent non-executive director on its Board of Directors (the “Board”).

1. Term. This Agreement shall be for the ensuing year, effective on ______. Your term as director shall continue subject to the provisions in Section 8 below or until your successor is duly elected and qualified. The position shall be up for re-election each year at the annual stockholders’ meeting and upon re-election, the terms and provisions of this Agreement shall remain in full force and effect.

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MASTER PURCHASE AGREEMENT

BitGo Prime, LLC, a Delaware limited liability company ("BitGo Prime") and 7RCC Spot Bitcoin and Carbon Credit Futures 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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INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 20, 2026, by and between Aperture AC, 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 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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May 20, 2026

Aperture AC

835 Wilshire Boulevard

Los Angeles, CA, 90017

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 Aperture AC, a Cayman Islands exempted company (the “Company”) and IB Capital, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 9,000,000 of the Company’s units (not including up to 1,350,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one right (each right, a “Share Right”). Each Share Right entitles the holder thereof to receive one-fourth (1/4) of one Class A Ordinary Share upon the consummation of the Company’s initial business combination. The Units shall be sold

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the 20th day of May, 2026, by and Aperture AC, a Cayman Islands exempted company (the “Company”), IB Capital, LLC (” IB Capital”), I-Bankers Securities, Inc., (“I-Bankers”), and EarlyBirdCapital, Inc. (“EarlyBird”, together with IB Capital, I-Bankers, collectively, the “Subscribers”).

WHEREAS, the Company intends to consummate an initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit consisting of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”), of the Company, and one right to receive one-fourth (1/4) of one Class A Ordinary Share upon the consummation of the Company’s initial business combination (the “Business Combination”);

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