Browse EX-10 agreements

SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”), effective as of 25 February 2026, is made and entered into by and between Laris Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Laris Growth SPAC LLC, a Cayman Islands limited liability company (the “Purchaser”).

 

RECITALS:

 

WHEREAS, the Purchaser wishes to subscribe for an aggregate of 7,666,667 Class B ordinary shares (the “Shares”), par value $0.0001 per share, of the Company, and the Company wishes to issue the Shares to the Purchaser, on the terms and subject to the conditions set forth in this Agreement.

 

AGREEMENT:

 

NOW, THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

 

ARTICLE I. DEFINITIONS

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LARIS GROWTH ACQUISITION CORP.

225 5th Avenue

New York, NY 10010

 

[_], 2026

 

Re:

Administrative Services Agreement

 

Ladies and Gentlemen:

 

This letter of agreement by and between Laris Growth Acquisition Corp. (the “Company”) and the Company’s sponsor, Laris Growth USA Sponsor LLC (“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 Global Market tier of the Nasdaq Stock 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 and 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 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

 

$300,000

As of June 19, 2026

 

Laris Growth Acquisition Corp., a Cayman Islands exempted company (“Maker”), promises to pay to the order of Laris Growth USA Sponsor LLC or its/his successors or assigns (“Payee”) the principal sum of up to Three Hundred Thousand Dollars and No Cents ($300,000.00) in lawful money of the United States of America, on the terms and conditions described below.

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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 Laris Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), Laris Growth USA Sponsor LLC, a Delaware limited liability company (the “Sponsor”), BTIG, LLC (the “Representative”) and the undersigned parties listed under Holder on the signature pages hereto (each such party, 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

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

 

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [   ], 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Laris Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Laris Growth USA Sponsor LLC, a Delaware limited liability company (the “Purchaser”).

 

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A Ordinary Share of the Company, par value $0.0001 per share (an “Ordinary Share”), and one-half of one redeemable warrant (a “Warrant”) to purchase Ordinary Share (a “Warrant Share”) to be governed by the Warrant Agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”). Each whole Warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share. The Purchaser has agreed to pu

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INVESTMENT MANAGEMENT TRUST AGREEMENT

 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of _____, 2026 by and between Laris Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company,a New York limited purpose trust company (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 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 (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;

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Execution Copy

 

Certain schedules or similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

 

AGREEMENT OF PURCHASE AND SALE

 

This Agreement of Purchase and Sale (this “Agreement”), is entered into as of the 26th day of June, 2026 (the “Effective Date”) by and between GMR Altoona, LLC, a Delaware limited liability company (“Altoona Seller”), GMR Mechanicsburg, LLC, a Delaware limited liability company (“Mechanicsburg Seller”), GMR Mesa, LLC, a Delaware limited liability company (“Mesa Seller”), GMR Sherman, LLC, a Delaware limited liability company (“Sherman Seller”), GMR Las Vegas, LLC, a Delaware limited liability company (“Las Vegas Seller”), GMR Surprise, LLC, a Delaware limited liability company (“Surprise Seller”) and GMR Oklahoma Northwest, LLC, a Delaware limited liability company (“Oklahoma Seller”; the Altoona Seller, Mechanicsburg Seller, Mesa Seller, Sherman Seller, Las Vegas Seller, Surprise Seller and the Oklahoma Seller referred to herein individually and collectively, “Seller”), and Altoona PA IRF, LLC,

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SECURITIES EXCHANGE AGREEMENT

 

This SECURITIES EXCHANGE AGREEMENT (the “Agreement”) is entered into as of this 24th day of June, 2026 (the “Effective Date”) by and among Beeline Financial Holdings, Inc., a Delaware corporation (“BFH” or the “Buyer”), MagicBlocks, Inc., a Delaware corporation, (“MagicBlocks”), the shareholders of MagicBlocks identified on the signature pages hereto other than Beeline Holdings, Inc. (collectively, the “Selling Shareholders”), and the holders of Third-Party SAFEs (as defined herein) identified on the signature pages hereto (collectively, the “Third-Party SAFE Holders,” and together with BFH, MagicBlocks, and the Selling Shareholders, the “Parties”).

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Execution Version

SIXTH AMENDMENT

SIXTH AMENDMENT (this “Sixth Amendment”), dated as of July 1, 2026, among CORE & MAIN LP, a Florida limited partnership (the “Borrower”), the several banks and financial institutions party hereto and the Administrative Agent (as defined below).

WITNESSETH:

WHEREAS, the Borrower is party to that certain Term Loan Credit Agreement, dated as of August 1, 2017 (as amended by the Lender Joinder Agreement, dated as of July 8, 2019, the First Amendment, dated as of July 27, 2021, the Second Amendment, dated as of February 26, 2023, the Third Amendment, dated as of February 9, 2024, the Fourth Amendment, dated as of May 21, 2024, the Fifth Amendment, dated as of December 17, 2024, and as further amended, supplemented, waived or otherwise modified from time to time prior to the Sixth Amendment Effective Date (as defined in Section 3 hereof), the “Existing Credit Agreement”; the Existing Credit Agreement, as amended by this Sixth Amendment, the “Credit Agreement”), among the Borrower, the several banks and other financial institutions from time to ti

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INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [•], 2026, by and between B&R Technology Merger Corp., a Cayman Islands exempted company (the “Company”), and [•] (“Indemnitee”).

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or officers 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 corporations;

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B&R Technology Merger Corp.

2300 West Sahara Avenue

Las Vegas, NV 89102

[_], 2026

Jess Enterprises, Inc.

B&R Technology Sponsor LLC (Cayman)

Authentic Holdings, LLC

c/o Jess Enterprises, Inc.

2300 West Sahara Avenue

Las Vegas, NV 89102

 

Re:

Administrative Services and Indemnification Agreement

Ladies and Gentlemen:

This letter agreement by and between B&R Technology Merger Corp. (the “Company”), B&R Technology Sponsor LLC (Cayman) (the “Sponsor”), Authentic Holdings, LLC, a member of the Sponsor (“Authentic”), and Jess Enterprises, Inc., a Delaware corporation (the “Services Provider”), an affiliate of 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 Stock Market LLC (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 bus

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of this [_], 2026, by and between B&R Technology Merger Corp., a Cayman Islands exempted company (the “Company”), having its principal place of business at 2300 West Sahara Avenue Las Vegas, NV 89102, and B&R Technology Sponsor LLC (Cayman) (the “Purchaser”).

WHEREAS, the Company desires to sell on a private placement basis (the “Offering”) an aggregate of 687,500 units (the “Initial Units”) of the Company, each Initial Unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share and one-third of one redeemable warrant (the “Warrant”) to purchase one Class A ordinary share (the “Warrant Shares”) to be governed by the Warrant Agreement (defined herein), for a purchase price of $6,875,000, or $10.00 per Initial Unit, and up to 73,125 units (“Additional Units” and together with the Initial Units, the “Units”), each Additional Unit comprised of one Class A ordinary share and one-

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