Browse EX-10 agreements

PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of May 12, 2026, (as it may from time to time be amended, this “Agreement”), is entered into by and among Breeze Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and Breeze Sponsor II, LLC, a Delaware limited liability company (the “Sponsor” and 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 ordinary share, par value $0.0001 per share (a “Share”), and one right (each, a “Right”), each Right entitles the holder thereof to receive one-fifth (1/5) of one Share, as set forth in the Company’s registration statement on Form S-1 related to the Public Offering (the “Registration Statement”).

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Breeze Acquisition Corp. II

955 W. John Carpenter Fwy.

Suite 100-929

Irving, TX 75039

May 12, 2026

Re: Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between Breeze Acquisition Corp. II (the “Company”) and Breeze Sponsor II, LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing at the time of the IPO closing 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”):

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 12, 2026, is made and entered into by and among Breeze Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Breeze Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed 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 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

RECITALS

WHEREAS, the Company and the Sponsor entered into that certain Securities Subscription Agreement, dated as of September 4, 2025, pursuant to which the Sponsor purchased an aggregate of 4,791,667 ordinary shares (the “Founder Shares”) of the Company, par value $0.0001 per share (the “Ordinary Shares”);

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 12, 2026, by and between Breeze Acquisition Corp. II, 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. 333-291575 (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 ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one right (each, a “Right”) entitling the holder thereof to receive one-fifth (1/5) of one Ordinary Share upon the consummation of the Company’s Business Combination (as defined below) (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; and

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May 12, 2026

Breeze Acquisition Corp. II

955 W. John Carpenter Fwy.

Suite 100-929

Irving, TX 75039

Re: Initial Public Offering

Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) by and between Breeze Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and IB Capital LLC, as an underwriter and representative of the several underwriters named thereto (the “Representative,” and together with the other underwriters named in the Underwriting Agreement, the “Underwriters”) relating to an underwritten initial public offering (the “Public Offering”), of up to 14,375,000 of the Company’s units (including up to 1,875,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one

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SAFEHOLD INC.

2009 LONG-TERM INCENTIVE PLAN

Safehold Inc. (formerly known as iStar Inc.), a Maryland corporation, wishes to attract officers, key employees, Directors, consultants and advisers to the Company and its Subsidiaries and induce officers, key employees, Directors, consultants and advisers to remain with the Company and its Subsidiaries, and encourage them to increase their efforts to make the Company’s business more successful whether directly or through its Subsidiaries and its Affiliates. In furtherance thereof, the Safehold Inc. 2009 Long-Term Incentive Plan is designed to provide equity-based and cash-based incentives to officers, key employees, Directors, consultants and advisers of the Company and its Subsidiaries and certain of its affiliates. Awards under the Plan may be made to selected officers, key employees, Directors, consultants and advisers of the Company and its Subsidiaries in the form of Options, Restricted Stock, Phantom Shares, Dividend Equivalent Rights,

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EXECUTION VERSION

Deal CUSIP No.: 05555BAA1

Revolver CUSIP No.: 05555BAB9

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of May 15, 2026

among

BGC GROUP, INC.,

as the Borrower,

CERTAIN SUBSIDIARIES OF THE BORROWER

as Guarantors,

BANK OF AMERICA, N.A.,

as Administrative Agent and L/C Issuer,

CAPITAL ONE, NATIONAL ASSOCIATION,

CITIZENS BANK, N.A.,

FIFTH THIRD BANK, NATIONAL ASSOCIATION,

INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH,

M&T BANK,

PINNACLE BANK, a Tennessee Bank (d/b/a Synovus Bank),

PNC BANK, NATIONAL ASSOCIATION,

REGIONS BANK,

THE HUNTINGTON NATIONAL BANK,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Co-Syndication Agents,

THE BANK OF EAST ASIA, LIMITED, NEW YORK BRANCH,

KEYBANK NATIONAL ASSOCIATION,

and

U.S. BANK NATIONAL ASSOCIATION,

as Co-Documentation Agents,

and

THE OTHER LENDERS PARTY HERETO

Arranged By:

BOFA SECURITIES, INC.,

CAPITAL ONE, NATIONAL ASSOCIATION,

CITIZENS BANK, N.A.,

FIFTH THIRD BANK, NATIONAL ASSOCIATION,

INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH,

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RK RIVANI LLC, a Florida limited liability company

as LANDLORD

and

PLAYBOY ENTERPRISES, INC., a Delaware corporation

as TENANT

LEASE AGREEMENT

1691 Michigan Ave

Miami Beach, FL 33139

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LEASE AGREEMENT

THIS LEASE AGREEMENT (“Lease”) is entered into May 14, 2026 and effective May 1, 2026 (the “Effective Date”) by and between Landlord and Tenant.

1.BASIC LEASE DEFINITIONS, EXHIBITS AND ADDITIONAL DEFINITIONS.

1.1Basic Lease Definitions.

In this Lease, the following defined terms shall have the meanings indicated.

(a)“Effective Date” shall have the meaning set forth above.

(b)“Landlord” means RK RIVANI LLC, a Florida limited liability company.

(c)“Tenant” means PLAYBOY ENTERPRISES, INC., a Delaware corporation. Tenant represents and warrants that, as of the Effective Date and throughout the Term, Tenant owns and controls all of the assets of Playboy, Inc., a Delaware corporation, or its publicly-traded successor.

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AMENDMENT TO LEASE AGREEMENT

This Amendment to Lease Agreement ("Agreement") is made and entered into May 14, 2026 and effective May 1, 2026 ("Effective Date") by and between RK RIVANI LLC, a Florida limited liability company ("Landlord"), and PLAYBOY ENTERPRISES, INC., a Delaware corporation ("Tenant").

RECITALS

A.    WHEREAS, Landlord and Tenant are parties to that certain Lease Agreement dated August 11, 2025 ("Original Lease"), as modified by that certain letter agreement dated February 19, 2026 (collectively the "Lease") with respect to space consisting of approximately 20,169 rentable square feet (15,396 usable square feet) on the sixth (6th) floor of the building located at 1691 Michigan Ave, Miami Beach, FL 33139 ("Premises");

B.    WHEREAS, Tenant began accessing the Premises on February 7, 2026; and

C.    WHEREAS, Landlord and Tenant desire to modify the Lease as follows.

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May 14, 2026

Dane Almassy

Via Personal Email

Dear Dane:

This Confidential Separation and General Release Agreement (the “Agreement”) is made and entered into by and between Dane Almassy, for yourself, your family, your beneficiaries and anyone acting for you) (“you” or “your”) and Local Bounti Corporation and its subsidiaries (together, the “Company”), (collectively, the “Parties”).

WHEREAS, you have been employed at-will by the Company as Chief Commercial Officer since August 25, 2025;

WHEREAS, you have been concurrently employed by Insperity PEO Services, L.P. (“Insperity”) for the purposes of administering payroll and benefits;

WHEREAS, you entered into an employment agreement with the Company on or about July 15, 2025 (the “Employment Agreement”);

WHEREAS, under the Employment Agreement, you are entitled to certain severance payments upon the involuntary termination of your employment for a reason other than Cause, contingent upon your compliance with the terms and conditions therein, including your timely execution of a separation agreement and release of claims;

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SEPARATION AGREEMENT AND RELEASE

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This Separation Agreement and Release (“Agreement”) is made by and between Jeffrey S. Mathiesen (“Employee”) and Solana Company, f/k/a Helius Medical Technologies, Inc. including all subsidiaries and affiliates (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).

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RECITALS

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WHEREAS, Employee has been employed by the Company;

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WHEREAS, Employee signed an employment agreement with the Company on June 14, 2021 (the “Employment Agreement”);

WHEREAS, the Company has granted the Employee options to purchase shares of the Company’s common stock subject to the terms and conditions of the Company’s 2018 Omnibus Stock Incentive Plan and the 2022 Equity Incentive Plan and the Stock Option Agreement (collectively the “Stock Agreements”);

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Whereas, the Parties have mutually agreed to terminate the existing employment relationship on the terms and conditions set forth in this Agreement; and

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SEPARATION AGREEMENT AND RELEASE

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This Separation Agreement and Release (“Agreement”) is made by and between Dane C. Andreeff (“Employee”) and Solana Company, f/k/a Helius Medical Technologies, Inc. including all subsidiaries and affiliates (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).

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RECITALS

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WHEREAS, Employee has been employed by the Company;

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WHEREAS, Employee signed an employment agreement with the Company on June 14, 2021 (the “Employment Agreement”);

WHEREAS, the Company has granted the Employee options to purchase shares of the Company’s common stock subject to the terms and conditions of the Company’s 2018 Omnibus Stock Incentive Plan and the 2022 Equity Incentive Plan and the Stock Option Agreement (collectively the “Stock Agreements”);

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Whereas, the Parties have mutually agreed to terminate the existing employment relationship, and for Employee to resign from the Company’s Board of Directors (the “Board”), on the terms and conditions set forth in this Agreement; and

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