Browse EX-10 agreements

DIRECTOR AGREEMENT

THIS DIRECTOR AGREEMENT (this “Agreement”), dated as of September 3, 2025, is by and between Kepler Group Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), and Tam King Yeung Alvin, an individual (the “Director”).

AGREEMENT

**1. Appointment.**The Director is hereby appointed as a director of the Company. The Company shall employ the Director and the Director shall diligently and faithfully serve the Company as a director pursuant to the terms and conditions of this Agreement and subject to the amended and restated memorandum and articles of association of the Company, the Nasdaq Stock Market Rules (to the extent applicable) and other applicable laws and regulations.

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Exhibit 10.1

DIRECTOR AGREEMENT

THIS DIRECTOR AGREEMENT (this “Agreement”), dated as of October 1, 2025, is by and between Kepler Group Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), and Kwok Yu Hin , an individual (the “Director”).

AGREEMENT

1. Appointment. The Director was appointed as director on October 10, 2023 and is hereby appointed as the chairman of the Board and the chief executive officer of the Company. This Agreement will become effective from the date of effectiveness of the registration statement of the Company for the initial public offering of the ordinary shares of the Company (the “Effective Date”) and serves to regulate the employment relationship between the Company and the Director from the Effective Date. For the avoidance of doubt, this Agreement shall not affect the effectiveness of the appointment of the Director on October 10, 2023. The Company shall employ the Director and the Director shall diligently and faithfully serve the Company as a director and chairman of the board and the chief executive

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Cantor Equity Partners VII, Inc.

110 East 59th Street

New York, NY 10022

[   ], 2026

Cantor EP Holdings VII, LLC

110 East 59th Street

New York, NY 10022

	Re:	Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between Cantor Equity Partners VII, Inc. (the “Company”) and Cantor EP Holdings VII, 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 Global 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 Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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THIS EXPENSE ADVANCE AGREEMENT (this “Agreement”), dated as of [ ], 2026, is made and entered into by and between Cantor Equity Partners VII, Inc., a Cayman Islands exempted company (the “Company”), and Cantor EP Holdings VII, LLC, a Delaware limited liability company (the “Sponsor”).

RECITALS

WHEREAS, the Company is engaged in an initial public offering (the “Offering”) pursuant to which the Company will issue and deliver up to 25,000,000 Class A ordinary shares of the Company, par value $0.0001 per share (the “Ordinary Shares”) (including up to 3,750,000 Ordinary Shares subject to an over-allotment option granted to the underwriters of the Offering);

WHEREAS, the Company has filed with the Securities and Exchange Commission a registration statement on Form S-1, No. 333-[ ] the “Registration Statement”) for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Ordinary Shares, including a prospectus (the “Prospectus”);

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INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made on [    ], 2026.

Between:

(1)	Cantor Equity Partners VII, Inc., an exempted company incorporated under the laws of the Cayman Islands with registered office at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”); and

(2)	(“Indemnitee”).

Whereas:

(A)	Highly competent persons have become more reluctant to serve publicly-held companies or 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 companies or corporations;

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PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT

This PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT (this “Agreement”) is made as of [ ], 2026, by and between Cantor Equity Partners VII, Inc., a Cayman Islands exempted company (the “Company”), and Cantor EP Holdings VII, LLC, a Delaware limited liability company (the “Subscriber”), with a principal place of business at 110 East 59th Street, New York, NY 10022.

WHEREAS, the Company desires to sell to Subscriber on a private placement basis (the “Offering”) 600,000 Class A ordinary shares of the Company, par value $0.0001 per share (“Class A Ordinary Shares”), for a purchase price of $6,000,000, or $10.00 per Class A Ordinary Share; and

WHEREAS, Subscriber wishes to purchase 600,000 Class A Ordinary Shares for a purchase price of $6,000,000 and the Company wishes to accept such subscription from Subscriber.

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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 Cantor Equity Partners VII, Inc., a Cayman Islands exempted company (the “Company”), Cantor EP Holdings VII, LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned individuals (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 Sponsor owns an aggregate of 7,187,500 Class B ordinary shares of the Company, par value $0.0001 per share (the “Class B Ordinary Shares” and such Class B Ordinary Shares held by the Sponsor, the “Founder Shares”) up to 937,500 of which will be forfeited 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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Exhibit 10.4

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2026, by and between Cantor Equity Partners VII, Inc., 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- (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares” and 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; and

WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Cantor Fitzgerald & Co. as representative (the “Representative”) of the several underwriters (the “Underwriters”) named therein; and

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[   ], 2026

Cantor Equity Partners VII, Inc.

110 East 59th Street

New York, NY 10022

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 between Cantor Equity Partners VII, Inc., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 25,000,000 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”) (including up to 3,750,000 Class A Ordinary Shares that may be purchased to cover over-allotments, if any). The Class A Ordinary Shares will be sold in the Public Offering pursuant

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THIS PROMISSORY NOTE (“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 August 21, 2025 New York, New York

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Exhibit 10.1

CF International Acquisition Corp. IX

110 East 59th Street

New York, NY 10022

May 14, 2021

CFAC International Holdings IX, LLC

110 East 59th Street

New York, NY 10022

RE:	Securities Subscription Agreement

Ladies and Gentlemen:

CF International Acquisition Corp. IX, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer CFAC International Holdings IX, LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 14,375,000 Class B ordinary shares of the Company (the “Shares”), $0.0001 par value per share (the “Class B Shares”), up to 1,875,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class

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BITGO

CUSTODIAL SERVICES AGREEMENT

This BitGo Custodial Services Agreement (this “Agreement”) is made as of the Effective Date by and between:

7RCC Spot Bitcoin and Carbon Credit Futures ETF	(“CLIENT”)
a Delaware	Fund

This Agreement governs Client’s use of the Services (as defined below) provided or made available by Custodian to Client.

Definitions. Capitalized terms not defined elsewhere in this Agreement shall have the meaning set forth below:

	a)	“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person. “Control” means the direct or indirect ownership of more than 50% of the voting securities or voting interests of a Person, or the possession of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of equity interests, or by contract. A Person will be deemed an Affiliate only for so long as such control exists.

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