Browse EX-10 agreements

Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The omitted information is both (i) not material and (ii) information that the registrant customarily and actually treats as private or confidential.

PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS

    This Purchase and Sale Agreement and Joint Escrow Instructions(this “Agreement”), dated as of September 24, 2026 (the “Closing Date”), is made by and betweeneach “Owner Entity” listed on Exhibit A-1 jointly and severally (together and individually, “Seller”), and NFR Delta, LLC, a Delaware limited liability company (“Buyer”). Seller and Buyer are hereinafter sometimes referred to collectively as the “Parties” and individually as a “Party”.

RECITALS:

A.Seller is the owner of certain real property located in Bolivar County, Mississippi, which includes approximately 3,339.1 gross acres, including approximately 2,964.0tillable acres of farmland.

B.Buyer wishes to purchase the Property (as defined below) from Seller, and Seller is willing and prepared to sell the Property to Buyer, on and subject to the terms and conditions set forth in this Agreement.

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PURCHASE AND SALE AGREEMENT

AND JOINT ESCROW INSTRUCTIONS

    This Purchase and Sale Agreement and Joint Escrow Instructions(this “Agreement”), dated as of September 24, 2026 (the “Closing Date”), is made by and betweeneach “Owner Entity” listed on Exhibit A-1 jointly and severally (together and individually, “Seller”), and NFR Midwest, LLC, a Delaware limited liability company (“Buyer”). Seller and Buyer are hereinafter sometimes referred to collectively as the “Parties” and individually as a “Party”.

RECITALS:

A.Seller is the owner of certain real property located in McLean County, Illinois, which includes approximately 146.2 gross acres, including approximately 144.6tillable acres of farmland.

B.Buyer wishes to purchase the Property (as defined below) from Seller, and Seller is willing and prepared to sell the Property to Buyer, on and subject to the terms and conditions set forth in this Agreement.

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**NEITHER THIS WARRANT NOR THE SECURITIES PURCHASABLE ON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES REGULATORY AUTHORITY OF ANY STATE IN RELIANCE UPON AN EXEMPTION OR LIMITED PREEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. **

Warrant No. 2026-01	Issue Date: September 29, 2026

WARRANT TO PURCHASE

COMMON STOCK

OF

OMNITEK ENGINEERING CORP.

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CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE
IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS
AS PRIVATE OR CONFIDENTIAL.

MASTER COOPERATION AGREEMENT

Contract No: KIKA-IFPC-20250902

Date of Signing: September 29, 2025

Party A: VISRISCO TECHNOLOGY LIMITED

Address: RM 509, 5/F,THE CLOUD,111 TUNG CHAU STREET,TAI KOK TSUI, KOWLOON,

HONG KONG

Company registration number: 2122505

Party B: KIKA TECHNOLOGY INC.

Address: P.O. Box 31119, Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman,

KY1-1205 Cayman Islands

Company registration number: 425046

Based on the principles of equality, mutual benefit, common development, complementary advantages, and equivalent compensation, Party A and Party B have mutually agreed upon the following terms regarding Party A’s provision of promotional services on Party B’s platform through friendly consultation:

Article 1 Definitions

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CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE
IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS
AS PRIVATE OR CONFIDENTIAL.

Framework Cooperation Agreement

This Framework Cooperation Agreement (hereinafter referred to as this “Agreement”) is entered into by and between the following parties on September 26, 2025:

Party A: MATINALEOUS TECHNOLOGY LIMITED

Company Registration Number: 2056563

Party B: HongKong Time Point Technology Co., Limited

Company Registration Number: 75862015

In view of the resources and business advantages possessed by Party A and Party B in their respective industries, and for the purpose of jointly advancing market cooperation between both parties, Party A and Party B, following the principles of equality and voluntariness, have entered into this Framework Agreement through friendly consultation to set forth the fundamental terms of their cooperation.

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CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE
IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS
AS PRIVATE OR CONFIDENTIAL.

Framework Cooperation Agreement

This Framework Cooperation Agreement (hereinafter referred to as “this Framework Agreement”) is entered into by Party A and Party B on September 22, 2025:

Party A：FAIRY CLOUDS TECHNOLOGY HOLDINGS LIMITED
Registered Address	ROOM 701, UNIT 108, 7/F, TOWER B NEW MANDARIN PLAZA 14 SCIENCE MUSEUM ROAD TSIM SHA TSUI, KOWLOON, HK

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CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE
IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS
AS PRIVATE OR CONFIDENTIAL.

MASTER COOPERATION AGREEMENT

Contract No.: KIKA-IFPC-20250901

Date of Signing: September 21, 2025

Party A: INNOVATION SPARK TECHNOLOGY LIMITED

Company registration number: 2061364

Party B: KIKA TECHNOLOGY INC.

Company registration number: 425046

Based on the principles of equality, mutual benefit, common development, complementary advantages, and equivalent compensation, Party A and Party B have mutually agreed upon the following terms regarding Party A’s provision of promotional services on Party B’s platform through friendly consultation:

Article 1 Definitions

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FIRST AMENDMENT TO THE CARMAX, INC. BENEFIT RESTORATION PLAN AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2025 WHEREAS, CarMax, Inc. (the “Company”) maintains the CarMax, Inc. Benefit Restoration Plan (the “Plan”) for the benefit of eligible employees; and WHEREAS, the Plan was originally effective as of October 1, 2002, and has been subsequently amended and restated, with the most recent restatement effective January 1, 2025; and WHEREAS, pursuant to Section 9.1 of the Plan, the Company has the right by action of the Benefits Administration Committee (the “Committee”) to amend the Plan from time to time as necessary to ensure the Plan meets requirements of the Code, provided the amendment is not material to the Company or the Company’s shareholders. WHEREAS, the Company has determined that the following amendment is not financially material to the Company or the Company’s shareholders. WHEREAS, pursuant to the authority Plan section 9.1 and approval and authorization by the Committee on June 4, 2026, the Committee desires to amend the Plan as described herein for purposes of complia

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BHAV ACQUISITION CORP II

255 Old New Brunswick Rd., Suite N210

Piscataway, NJ 08854
United States

[●], 2026

BHAV Partners II LLC

	Re:	Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between BHAV Acquisition Corp II (the “Company”) and BHAV Partners II 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 “Commencement Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (as it may be amended from time to time, 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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PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT

This PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of [●], 2026, by and between BHAV Acquisition Corp II, a Cayman Islands exempted company with limited liability (the “Company”), and BHAV Partners II LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering (“IPO”) of the Company’s units (the “Public Units”), each Public Unit consisting of one (1) Class A ordinary share, par value $0.0001 per share, of the Company (a “Class A Ordinary Share”), and one right to receive one-fourth (1/4) of one Class A Ordinary Share upon completion of the Company’s initial Business Combination (as defined below), as set forth in the Company’s Registration Statement on Form S-1 (File No. 333-[●]) (as it may be amended from time to time, the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”);

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026, by and between BHAV Acquisition Corp II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York company (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1, File No. 333-[•] (as it may be amended, 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 Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Share”), and one right to receive one-fourth of one Ordinary Share upon consummation of the Company’s initial Business Combination (as defined in the Underwriting Agreement) (such initial public offering, the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and

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