Browse EX-10 agreements

THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE MAKER MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TO THE EFFECT THAT ANY SALE OR OTHER DISPOSITION IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.  

BHAV ACQUISITION CORP II

PROMISSORY NOTE

Principal Amount: Up to U.S. $500,000	June 25, 2026

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [*], 2026, is made and entered into by and between BHAV Acquisition Corp II, a Cayman Islands exempted company with limited liability (the “Company”), BHAV Partners II LLC, a Delaware limited liability company (the “Sponsor”), Maxim Group LLC (the “Representative”) (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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LETTER AGREEMENT

[●], 2026

BHAV Acquisition Corp II

255 Old New Brunswick Rd., Suite N210

Piscataway, NJ 08854

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 BHAV Acquisition Corp II, a Cayman Islands exempted company with limited liability (the “Company”), and Maxim Group LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one right (each, a “Right”). Each Right entitles the holder thereof to receive one-fourth (1/4) of one Class A Ordinary Share upon consummation of the Company’s initial Business Combina

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BHAV ACQUISITION CORP II

FOUNDER SHARE SUBSCRIPTION AGREEMENT

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June 25, 2026

BHAV Partners II LLC

RE: Founder Share Subscription Agreement

Ladies and Gentlemen:

This Founder Share Subscription Agreement (this “Agreement”) is entered into on June 25, 2026, by and between BHAV Partners II LLC, a Delaware limited liability company (the “Subscriber” or “you”), and BHAV Acquisition Corp II, a Cayman Islands exempted company (the “Company,” “we,” “our” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscriber for and purchase 5,750,000 Class B ordinary shares, with a par value of US$0.0001 per share (the “Class B Ordinary Shares” and together with all the Class A ordinary shares of the Company with a par value of US$0.0001 per share (the “Class A Ordinary Shares”), the “Shares”), of which up to 750,000 Class B Ordinary Shares are subject to complete or partial surrender and cancellation by you if the underwriters of our initial public offering (the “IPO”) of units of the Company do not fully ex

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FORM OF INDEMNITY AGREEMENT

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

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**Between: **

(1)	BHAV ACQUISITION CORP II, an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”); and

(2)	[●] (“Indemnitee”).

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Whereas:

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 29, 2026, between Digimarc Corporation, an Oregon corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

WHEREAS, the Company has entered into a separate Common Stock Purchase Agreement, dated as of the date hereof, with each of the Purchasers (each a “Purchase Agreement”), which provides for the execution and delivery of this Agreement.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each Purchaser, intending to be legally bound, hereby agrees as follows:

	1.	Definitions.

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COMMON STOCK PURCHASE AGREEMENT

This Common Stock Purchase Agreement (this “Agreement”) is made as of September 29, 2026, by and between [ ], a [ ] (the “Purchaser”), and Digimarc Corporation, an Oregon corporation (the “Company”).

Recitals

A.         Subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

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EXECUTION VERSION

FOURTH AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
DIGITALBRIDGE OPERATING COMPANY, LLC

THIS FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of DigitalBridge Operating Company, LLC, a Delaware limited liability company (the “Company”), is made as of September 30, 2026 (the “Effective Date”), by the undersigned, DigitalBridge Group, Inc., a Maryland corporation, as the managing member (the “Managing Member”), and DigitalBridge Group Subsidiary I, LLC, a Delaware limited liability company, as a member (the “NewCo Member” and, together with the Managing Member, the “Members” and each, a “Member”).

R E C I T A L S

WHEREAS, the Company was formed pursuant to a Certificate of Formation filed in the Office of the Secretary of State of the State of Delaware on March 25, 2011 (the “Formation Date”), pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. §18-101 et seq., as amended, the “Act”);

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Carlsmed, Inc.

Inducement RSU Award Grant Notice

Carlsmed, Inc. (the “Company”) has awarded to you (the “Participant”) the number of restricted stock units (the “RSUs”) specified and on the terms set forth below (the “RSU Award”). The Company maintains the Carlsmed, Inc. 2025 Equity Incentive Plan (the “Plan”), which provides the general terms and conditions for certain equity incentive awards to the Company’s employees, consultants and directors. The RSU Award is not awarded pursuant to or under the Plan, but rather is intended to constitute a non-plan based “inducement grant” as described in Nasdaq Listing Rule 5635(c)(4). Nonetheless, the terms and provisions of the Plan are hereby incorporated into this RSU Award Grant Notice (the “Grant Notice”) and related RSU Award Agreement (the “Award Agreement”) by this reference, as though fully set forth herein, as if this award was granted pursuant to the Plan.

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RELOCATION AND TRANSITION BENEFIT AGREEMENT

This Relocation and Transition Benefit agreement(the “Agreement”) is entered into effective September 28, 2026 (the “Effective Date”), by and between Richard Heppenstall (the “Executive”) and Carlsmed, Inc. (the “Company”).

WHEREAS, contemporaneously herewith, the Company and Executive are entering into an Employment Agreement pursuant to which the Company has offered to employ Executive;

WHEREAS, to support Executive’s employment transition and the establishment of a residence in a mutually agreed upon location in Southern California, the Company will provide Executive the Transition Benefit described herein;

WHEREAS, this Agreement sets forth the terms and conditions under which Executive may be required to repay a portion of the Transition Benefit (defined below);

WHEREAS, this Agreement is intended to comply with Section 16608 of the California Business and Professions Code and Section 926 of the California Labor Code to the extent applicable.

AGREEMENT

1.

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Exhibit 10.2

ADVISORY AGREEMENT

This Advisory Agreement (this “Agreement”) dated as of September 29, 2026 (the “Effective Date”), is entered into by and between Carlsmed, Inc., a Delaware corporation with an office at 1800 Aston Avenue, Suite 100, Carlsbad, CA 92008 (“CARLSMED”), and Leo Greenstein (the “Advisor”).

WHEREAS, CARLSMED and Advisor are parties to that certain Separation and Release Agreement, dated as of September 29, 2026 (the “Separation Agreement”); and

WHEREAS, CARLSMED desires to engage Advisor to perform advisory services on behalf of CARLSMED and Advisor desires to perform such services on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein the parties hereby agree as follows:

1.

Advisory Services.

(a)

CARLSMED hereby retains Advisor and Advisor hereby agrees to perform such consulting and advisory services as CARLSMED may request and as set forth in Schedule A (the “Advisory Services”).

(b)

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Carlsmed, Inc.

Inducement Stock Option Grant Notice

Carlsmed, Inc. (the “Company”) hereby grants to you (“Optionholder”) an option to purchase the number of shares of the Common Stock set forth below (the “Option”). The Company maintains the Carlsmed, Inc. 2025 Equity Incentive Plan (the “Plan”), which provides the general terms and conditions for certain equity incentive awards to the Company’s employees, consultants and directors. The Option is not awarded pursuant to or under the Plan, but rather is intended to constitute a non-plan based “inducement grant” as described in Nasdaq Listing Rule 5635(c)(4). Nonetheless, the terms and provisions of the Plan are hereby incorporated into this Stock Option Grant Notice (the “Grant Notice”) and related Stock Option Agreement (the “Option Agreement”) by this reference, as though fully set forth herein, as if this award was granted pursuant to the Plan.

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