Browse EX-10 agreements

REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT

THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among Mercator Acquisition Corp., a Cayman Islands exempted company (the “Company”), Mercator Investor Holdings, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).

 

RECITALS

WHEREAS, the Sponsor currently owns 5,750,000 Class B ordinary shares of the Company, par value $0.0001 per share (the “Class B Ordinary Shares”), and the other Holders currently own an aggregate of zero (0) Class B Ordinary Shares, which were received from the Sponsor;

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[●], 2026

 

Mercator Acquisition Corp.

85 Washington Street,

Norwalk, CT 06854

 

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 Mercator Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Clear Street 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 comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units s

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FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT

THIS INVESTMENT MANAGEMENT TRUST AGREEMENT is made effective as of [●], 2026 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between Mercator Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

 

WHEREAS, the Company’s registration statement on Form S-1, File No. 333-293902 (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 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share, has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;

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SPONSOR PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

 

THIS SPONSOR PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [ ], 2026, is entered into by and between Mercator Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Mercator Investor Holdings, LLC, a Delaware limited liability company (the “Purchaser”).

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SECURITIES TRANSFER AGREEMENT

 

This Securities Transfer Agreement (this “Agreement”) is entered into as of July [__], 2026 by and between Mercator Investor Holdings, LLC (the “Transferor”) and Clear Street LLC (the “Transferee””).

 

RECITALS

 

WHEREAS, the Transferor desires to sell 200,000 Class B Ordinary shares, $0.0001 par value per share (the “Shares”) of Mercator Acquisition Corp.  (the “Company”) to the Transferee in connection with the Company’s initial public offering (“IPO”) of units of the Company.

 

NOW, THEREFORE, the parties hereto, for good and valuable consideration which each party acknowledges the receipt of, hereby agree as follows:

 

1. Transfer of the Securities.

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CONSULTING AGREEMENT

This Consulting Agreement (the “Agreement”), effective as of the date described on the signature page (the “Effective Date”) is by and between VenHub Global, Inc., a Nevada Corporation (the “Company”) and the party identified on the signature page (the “Consultant”).

 

WHEREAS, the Company desires to engage Consultant, as an independent contractor, to perform certain services for the Company and Consultant desires to perform such services for the Company in accordance with the terms and conditions set forth in this Agreement.

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the Parties hereto hereby agree as follows:

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CONFIDENTIAL | VenHub Global, Inc. – Consulting Agreement

CONSULTING AGREEMENT

 

This Consulting Agreement (the “Agreement”), effective as of the date described on the signature page (the “Effective Date”) is by and between VenHub Global, Inc., a Nevada corporation (the “Company”) and Worldwide Acquisitions LLC (the “Consultant”).

 

WHEREAS, the Company desires to engage Consultant, as an independent contractor, to perform certain services for the Company and Consultant desires to perform such services for the Company in accordance with the terms and conditions set forth in this Agreement.

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the Parties hereto hereby agree as follows:

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CONFIDENTIAL | VenHub Global, Inc. – Consulting Agreement

CONSULTING AGREEMENT

 

This Consulting Agreement (the “Agreement”), effective as of the date described on the signature page (the “Effective Date”) is by and between VenHub Global, Inc., a Nevada corporation (the “Company”) and Dalmasia Ltd (the “Consultant”).

 

WHEREAS, the Company desires to engage Consultant, as an independent contractor, to perform certain services for the Company and Consultant desires to perform such services for the Company in accordance with the terms and conditions set forth in this Agreement.

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the Parties hereto hereby agree as follows:

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CONFIDENTIAL | VenHub Global, Inc. – Consulting Agreement

 

CONSULTING AGREEMENT

 

This Consulting Agreement (the “Agreement”), effective as of the date described on the signature page (the “Effective Date”) is by and between VenHub Global, Inc., a Nevada corporation (the “Company”) and Sunflower Marketing LLC (the “Consultant”).

 

WHEREAS, the Company desires to engage Consultant, as an independent contractor, to perform certain services for the Company and Consultant desires to perform such services for the Company in accordance with the terms and conditions set forth in this Agreement.

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the Parties hereto hereby agree as follows:

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CONFIDENTIAL | VenHub Global, Inc. – Consulting Agreement

CONSULTING AGREEMENT

 

This Consulting Agreement (the “Agreement”), effective as of the date described on the signature page (the “Effective Date”) is by and between VenHub Global, Inc., a Nevada corporation (the “Company”) and Vervetria Investments Ltd (the “Consultant”).

 

WHEREAS, the Company desires to engage Consultant, as an independent contractor, to perform certain services for the Company and Consultant desires to perform such services for the Company in accordance with the terms and conditions set forth in this Agreement.

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the Parties hereto hereby agree as follows:

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CONFIDENTIAL | VenHub Global, Inc. – Consulting Agreement

CONSULTING AGREEMENT

 

This Consulting Agreement (the “Agreement”), effective as of the date described on the signature page (the “Effective Date”) is by and between VenHub Global, Inc., a Nevada corporation (the “Company”) and Pacific Design Studio LLC (the “Consultant”).

 

WHEREAS, the Company desires to engage Consultant, as an independent contractor, to perform certain services for the Company and Consultant desires to perform such services for the Company in accordance with the terms and conditions set forth in this Agreement.

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the Parties hereto hereby agree as follows:

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SETTLEMENT AGREEMENT

 

THIS SETTLEMENT AGREEMENT (the “Agreement”) is effective as of June 3, 2026 (the “Effective Date”) by and between (i) VenHub Global, Inc. (the “Company”), with an address at 518 E. Fair Oaks Avenue, Pasadena, California, 91105 and (ii) Revere Securities LLC (“Revere”), with an address at 560 Lexington Avenue, Suite 16B, New York, New York, 10022 . The Company and Revere may be individually referred to herein as a “Party” and collectively as the “Parties.”

 

RECITALS

 

WHEREAS, as of January 30, 2026, VenHub has been a publicly traded corporation subject to the reporting, disclosure, and corporate governance requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) and The Nasdaq Stock Market LLC (“Nasdaq”);

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