Browse EX-10 agreements

EXECUTION COPY

July 8, 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 28,750,000 of the Company’s units (including up to 3,750,000 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-third 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

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EXECUTION COPY

REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT

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THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of July 8, 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

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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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EXECUTION COPY

**MERCATOR ACQUISITION CORP. **

85 Washington Street,

Norwalk, CT 06854

July 8, 2026

Mercator Investor Holdings, LLC

85 Washington Street,

Norwalk, CT 06854

Ladies and Gentlemen:

This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement on Form S-1 (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Mercator Acquisition Corp., a Cayman Islands exempted company (the “Company”), and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case, as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Mercator Investor Holdings, LLC, a Delaware limited liability company (the “Sponsor”), shall take steps directly or indirectly to make available to the Company, at 85 Washington Street, Norwalk, CT 06854 (or any successor location), office space and secretarial and admin

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Exhibit 10.3(a)

EXECUTION COPY

SPONSOR PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

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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 July 8, 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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EXECUTION COPY

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT

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THIS INVESTMENT MANAGEMENT TRUST AGREEMENT is made effective as of July 8, 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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EXECUTION COPY

CONFIDENTIAL

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July 8, 2026

Shawn Matthews

Chief Executive Officer

Mercator Acquisition Corp.

85 Washington Street

Norwalk, CT 06854

Re:	Engagement of Services

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Dear Mr. Matthews:

This will confirm the basis upon which Mercator Acquisition Corp. (“Client”) has engaged Zenith Securities, LLC (“Zenith”), to provide consulting and advisory services (the “Engagement”) in connection with Client’s special purpose acquisition company ***(“SPAC”) ***initial public offering ***(“IPO”) ***of its securities (the “Transaction”). Such services include:

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EXECUTION COPY

SECURITIES TRANSFER AGREEMENT

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This Securities Transfer Agreement (this “Agreement”) is entered into as of July 8, 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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Exhibit 10.3(b)

EXECUTION COPY

UNDERWRITER PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

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This UNDERWRITER PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the 8th day of July, 2026, by and between Mercator Acquisition Corp., a Cayman Islands exempted company (the “Company”) and Clear Street LLC (“Clear Street” or the “Subscriber”).

WHEREAS, the Company desires to sell to the Subscriber on a private placement basis (the “Offering”) an aggregate 1,575,000 warrants (including if the underwriters’ over-allotment option is exercised in full) (each, a “Placement Warrant” and, collectively, the “Placement Warrants”) of the Company, for a purchase price of $1.00 per Placement Warrant. The Class A Ordinary Shares (as defined below) underlying the 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

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Exhibit 10.1

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GENESIS MOREHOUSE AT 5580

LEASE

BP3-SD4 5580 MOREHOUSE DRIVE LLC,
a Delaware limited liability company,

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as Landlord,

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and

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CALIDI BIOTHERAPEUTICS, INC.,
a Delaware corporation,

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as Tenant

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SUMMARY OF BASIC LEASE INFORMATION

This Summary of Basic Lease Information (“Summary”) is hereby incorporated into and made a part of the attached Lease. Each reference in the Lease to any term of this Summary shall have the meaning as set forth in this Summary for such term. In the event of a conflict between the terms of this Summary and the Lease, the terms of the Lease shall prevail. Any capitalized terms used herein and not otherwise defined herein shall have the meaning as set forth in the Lease.

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LEASE TERMINATION AGREEMENT

This Lease Termination Agreement (this “Agreement”) is entered into as of this 10th day of July, 2026, by and between 4475 EXECUTIVE DRIVE LLC, a Delaware limited liability company (“Landlord”), and CALIDI BIOTHERAPEUTICS, INC., a Delaware corporation (“Tenant”).

r e c i t a l s:

A. Landlord and Tenant entered into that certain Lease dated as of October 10, 2022 (the “Original Lease”), as modified by that certain Confirmation of Lease Terms dated as of February 28, 2023, by and between Landlord and Tenant (the “Confirmation”), pursuant to which Landlord leased to Tenant, and Tenant leased from Landlord, certain space located on the 2nd floor (the “Premises”) in that certain building located at 4475 Executive Drive, San Diego, California (the “Building”). The Original Lease, as modified by the Confirmation, may be referred to herein as the “Lease”.

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