Browse EX-10 agreements

B&R TECHNOLOGY MERGER CORP.

c/o Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Fl

New York, NY 10105

December 29, 2025

B&R Technology Sponsor LLC

c/o Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Fl

New York, NY 10105

 

RE:

Securities Subscription Agreement

Ladies and Gentlemen:

B&R Technology Merger Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer B&R Technology Sponsor LLC, a Cayman Islands limited liability company, (the “Subscriber” or “you”) has made to subscribe for 11,500,000 Class B ordinary shares of the Company (the “Shares”), US$0.0001 par value per share (the “Class B Ordinary Shares”), up to 1,500,000 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 B Ordinary Sh

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of _____, 2026 by and between B&R Technology Merger 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-_________) (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-third 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;

…

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 December 29, 2025

  

New York, New York

…

________, 2026

B&R Technology Merger Corp.

2300 West Sahara Avenue

Las Vegas, NV 89102

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 B&R Technology Merger Corp., a Cayman Islands exempted company (the “Company”) and Citigroup Global Markets Inc. as the underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 37,375,000 of the Company’s units (including up to 4,875,000 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 to adjustment. The Units shall be sold in the Pub

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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 B&R Technology Merger Corp., a Cayman Islands exempted company (the “Company”), B&R Technology Sponsor LLC (Cayman), a Cayman Islands limited liability company (the “Sponsor”), 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

WHEREAS, the Sponsor owns an aggregate of 12,458,333 of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”) up to 1,625,000 of which may be surrendered to the Company for no consideration depending on the extent to which the underwriter of the Company’s initial public offering exercises its over-allotment option;

…

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 30, 2026, by and between AVALON GLOBOCARE CORP., a Delaware corporation, with headquarters located at 4400 Route 9 South, Suite 3100, Freehold, NJ 07728 (the “Company”), and the investor identified n the signature page thereto (the “Buyer”, and collectively with the Company, the “Parties”).

 

WHEREAS:

 

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act;

…

SECURITIES PURCHASE AGREEMENT

 

dated as of June 26, 2026

 

by and among

 

NARAYAN POWERTECH PRIVATE LIMITED

 

and

 

THE PERSONS LISTED IN EXHIBIT A

 

and

 

MOLD-TECH SINGAPORE PTE. LTD.

 

and

 

STANDEX INTERNATIONAL CORPORATION

 

 

 

 

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TABLE OF CONTENTS

 

 

ARTICLE I DEFINITIONS AND DEFINITIONAL PROVISIONS

1

 

 

Section 1.1

Defined Terms

1

Section 1.2

Other Defined Terms

6

Section 1.3

Other Definitional Provisions

7

Section 1.4

Captions

7

 

 

ARTICLE II PURCHASE AND SALE

7

 

 

Section 2.1

Closing Purchase and Sale

7

Section 2.2

Closing

7

Section 2.3

Closing Consideration

8

Section 2.4

Payment at the Closing

8

Section 2.5

Closing Deliverables

8

Section 2.6

Termination of Shareholders’ Agreement

9

Section 2.7

Post-Closing Deliverables

9

 

 

ARTICLE III REPRESENTATIONS AND WARRANTIES RELATED TO THE SELLING PARTIES

10

 

 

Section 3.1

Authorization; Enforceability; Absence of Conflicts

10

Section 3.2

Title to Securities

10

Section 3.3

Litigation

11

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COMMON STOCK PURCHASE AGREEMENT

 

Dated as of June 30, 2026

 

by and between

 

PERASO INC.

 

and

 

ROTH PRINCIPAL INVESTMENTS, LLC

 

 

 

 

 

 

 

 

 

 

 

Table of Contents

 

 

 

Page

ARTICLE I DEFINITIONS

 

1

 

 

 

 

ARTICLE II PURCHASE AND SALE OF COMMON STOCK

 

2

Section 2.1.

Purchase and Sale of Stock

 

2

Section 2.2.

Closing Date; Settlement Dates

 

2

Section 2.3.

Initial Public Announcements and Required Filings

 

2

 

 

 

 

ARTICLE III PURCHASE TERMS

 

3

Section 3.1.

Market Open Purchases

 

3

Section 3.2.

Intraday Purchases

 

4

Section 3.3

Extended Hours Purchases

 

5

Section 3.4.

Settlement

 

7

Section 3.5.

Compliance with Rules of Trading Market.

 

8

Section 3.6.

Beneficial Ownership Limitation

 

9

 

 

 

 

ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR

 

9

Section 4.1.

Organization and Standing of the Investor

 

9

Section 4.2.

Authorization and Power

 

9

Section 4.3.

No Conflicts

 

10

Section 4.4.

Investment Purpose

 

10

Section 4.5.

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REGISTRATION RIGHTS AGREEMENT

 

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 30, 2026, is by and between Roth Principal Investments, LLC, a Delaware limited liability company (the “Investor”), and Peraso Inc., a Delaware corporation (the “Company”).

 

RECITALS

 

A. The Company and the Investor have entered into that certain Common Stock Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), pursuant to which the Company may issue, from time to time, to the Investor up to the lesser of (i) $25,000,000 in aggregate gross purchase price of newly issued shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), and (ii) the Exchange Cap (to the extent applicable under Section 3.5 of the Purchase Agreement), as provided for therein.

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 23, 2026, by and between AMERICAN REBEL HOLDINGS, INC., a Nevada corporation, with its address at 218 3rd Avenue North, #400, Nashville, TN 37201 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 (the “Buyer”).

 

WHEREAS:

 

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”); and

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THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

THE ISSUE PRICE OF THIS NOTE IS $152,950.00

THE ORIGINAL ISSUE DISCOUNT IS $19,950.00

Principal Amount: $152,950.00

 

Issue Date: June 23, 2026

Purchase Price: $133,000.00

 

 

PROMISSORY NOTE

…

HOME FEDERAL BANK

 

AMENDED AND RESTATED

SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

FOR

JAMES R. BARLOW

 

 

     This Amended and Restated Supplemental Executive Retirement Agreement (the “Agreement”) is entered into effective as of the 1st day of July 2026, by and between Home Federal Bank (the “Bank”) and James R. Barlow (the “Executive”). This Agreement amends and restates the Supplemental Executive Retirement Agreement previously entered into by and between the Bank and the Executive as of December 13, 2017 (the “Prior Agreement”) and accelerates the vesting schedule set forth in the Prior Agreement.

 

PREAMBLE

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