Browse EX-10 agreements

INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026 by and between Bluerock 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. 333-297691 (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering (the “Offering”) of the Company’s units (the “Units”), each of which consists of one Class A ordinary share, 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, has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and

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Exhibit 10.1

[●], 2026

Bluerock Acquisition Corp. II

919 Third Avenue

New York, New York 10022

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Re: Initial Public Offering

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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 Bluerock Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and BTIG, LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, 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 that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adju

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BLUEROCK ACQUISITION CORP. II

919 Third Avenue

New York, New York 10022

September 20, 2026

Bluerock Acquisition Holdings II, LLC
919 Third Avenue
New York, New York 10022

RE:Second Amended and Restated Securities Subscription

Agreement Ladies and Gentlemen:

WHEREAS, on October 21, 2025, Bluerock Acquisition Corp. II (formerly known as Bluerock Crunch Investment Corp.), a Cayman Islands exempted company (the “Company”, “we” or “us”), accepted the offer made by Bluerock Acquisition Holdings II, LLC (formerly known as Bluerock Crunch Acquisition Holdings, LLC), a Delaware limited liability company (“Subscriber” or “you”), pursuant to the Securities Subscription Agreement to purchase 7,666,667 Class B ordinary shares of the Company, of $0.0001 par value per share (the “Shares”), up to 1,000,000 of which were subject to surrender and cancellation by Subscriber to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share and one, or a portion of one, warrant t

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SEEQC,** INC.**

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2026 EMPLOYEE STOCK PURCHASE PLAN

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TABLE OF CONTENTS

			Page
1.	Establishment, Purpose and Term of Plan		1
	1.1	Establishment	1

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ACCELEVATION HOLDINGS CORP.

OMNIBUS INCENTIVE PLAN

RESTRICTED STOCK UNIT GRANT NOTICE

Pursuant to the terms and conditions of the Accelevation Holdings Corp. Omnibus

Incentive Plan, as amended from time to time (the “Plan”), Accelevation Holdings Corp., a

Delaware corporation (the “Company”), hereby grants to the individual listed below (“you” or

the “Participant”) the number of Restricted Stock Units (the “RSUs”) set forth below.  This

award of RSUs (this “Award”) is subject to the terms and conditions set forth herein and in the

Restricted Stock Unit Agreement attached hereto as Exhibit A(the “Agreement”) and the Plan,

each of which is incorporated herein by reference.  Capitalized terms used but not defined herein

shall have the meanings set forth in the Plan.

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FORM OF EXCHANGE AGREEMENT

This EXCHANGE AGREEMENT (as it may be amended from time to time in accordance with

the terms hereof, this “Agreement”), dated as of              , 2026 and effective as of immediately prior to

the consummation of the IPO (the “Effective Time”), is made by and among Accelevation Holdings

Corp., a Delaware corporation (“Pubco”), Instor Blocker, Inc. (“Blocker”), Accelevation Holdings LLC, a

Delaware limited liability company (the “Company”), and Accelevation Investment Holdings LLC, a

Delaware limited liability company (the “Member”).

WHEREAS, in connection with the initial public offering (the “IPO”) of shares of Class A

common stock, par value $0.0001 per share, of Pubco (“Class A Common Stock”), Pubco intends to

consummate the transactions described in the Registration Statement on Form S-1, as amended

(Registration No. 333-298715), initially filed by Pubco with the U.S. Securities and Exchange

Commission on September 2, 2026;

WHEREAS, immediately following the IPO, the Member owns the number of Series B Units of

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FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

This **First Amendment to Asset Purchase Agreement **(this “Amendment”) is entered into as of July 24, 2026, by and between Francisco Antonio Sbert Mousko, an individual, ID No. V-7.232.769 (“Seller”), and Ecominas Corp., formerly known as International Luxury Products, Inc. and Pure North Analytics Corp., a Nevada corporation (“Buyer” or the “Company”). Seller and Buyer may each be referred to as a “Party” and collectively as the “Parties.”

RECITALS

**WHEREAS, **the Parties entered into that certain Asset Purchase Agreement dated February 5, 2026 (the “Original Agreement”);

**WHEREAS, **the Purchased Assets identified in the Original Agreement include the assets described on Schedule A, Schedule B and Schedule C thereto;

**WHEREAS, **the Parties desire to exclude all physical assets identified on Schedule A from the Purchased Assets, while retaining the technology and intellectual-property assets identified on Schedule B and the real-property and land-use interests identified on Schedule C;

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SB ENERGY, INC.

2026 LONG-TERM INCENTIVE PLAN

Section 1. Purpose. The purposes of this SB Energy, Inc. Long-Term Incentive Plan are to promote the interests of the Company and its stockholders by (i) attracting and retaining employees and directors of, and certain consultants to, the Company and its Subsidiaries, as defined below; (ii) motivating such individuals by means of performance-related incentives to achieve longer-range performance goals; and (iii) enabling such individuals to participate in the long-term growth and financial success of the Company

Section 2. Definitions. As used in the Plan, the following terms shall have the meanings set forth below:

“Affiliate” means any entity other than the Subsidiaries in which the Company has a substantial direct or indirect equity interest, as determined by the Board.

“Award” shall mean any Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award, Performance Award, or Other Stock-Based Award made or granted from time to time hereunder.

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REVOLVING CREDIT AGREEMENT

dated as of [ ], 2026,

among

SB ENERGY, INC.,

as the Borrower,

THE LENDERS AND LC ISSUERS PARTY HERETO,

CITIBANK, N.A.,

as Administrative Agent and Collateral Agent,

CITIBANK, N.A.,

as Structuring Agent,

and

CITIBANK, N.A., [  ] and

[   ]

as Joint Lead Arrangers and Joint Bookrunners

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TABLE OF CONTENTS

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SB ENERGY, INC.

2026 EMPLOYEE STOCK PURCHASE PLAN

1.Purpose and Term.

(a)The purpose of the SB Energy, Inc. 2026 Employee Stock Purchase Plan, as it may be amended and/or restated from time to time (the “Plan”), is to give Eligible Employees of SB Energy, Inc., a Texas corporation (the “Company”), and its Designated Companies an opportunity to purchase shares of Common Stock and to promote its best interests and enhance its long-term performance. The Company intends for each Offering to either (i) qualify as being under an “employee stock purchase plan” under Code Section 423 (each such Offering, a “Section 423 Offering”) or (ii) not comply with the requirements of Code Section 423 (each such Offering, a “Non-Section 423 Offering”). The Plan shall be construed so as to comply with the requirements of Code Section 423 with respect to Section 423 Offerings. Any provisions required to be included in the Plan under Code Section 423 are hereby included as fully as though set forth in the Plan. Any Non-Section 423 Offerings may, but are not required to, be made pursuant to any rules, pr

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Execution Version

ASSIGNMENT AND AMENDMENT NO. 1

TO THE AMENDED AND RESTATED LICENSE AGREEMENT

THIS ASSIGNMENT AND AMENDMENT NO. 1 TO THE AMENDED AND RESTATED LICENSE AGREEMENT, (this “Assignment and Amendment”), is entered into as of [·] by and among SoftBank Group Corp., a Japanese corporation (“Licensor”), SBE Global, LP, a Delaware limited partnership (“Assignor”), and SB Energy, Inc., a Delaware corporation (“Assignee”, and each of Licensor, Assignor, and Assignee, a “Party” and, collectively, the “Parties”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement (as defined below).

RECITALS

WHEREAS, on March 28, 2024, Licensor and Assignor entered into that certain Amended and Restated License Agreement (the “Agreement”) for the licensing of certain trademarks to Assignor;

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FIRSTAMENDEDANDRESTATEDLICENSEAGREEMENT

ThisFIRSTAMENDEDANDRESTATEDLICENSEAGREEMENT(this“Agreement”)is madeasofthelatestsignature date(the“CommencementDate”)betweentheParties.

BETWEEN:

(1)    SOFTBANK GROUP CORP., a Japanese corporation with its registered office at 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537, Japan (the “Licensor”);and

(2)    SBE Global, LP, a Delaware limited partnership with its registered office at 251 Little Falls Drive, Wilmington, Delaware 19808, United States of America (the“Licensee”).

WHEREAS:

(A)    TheLicensor is theregistered owneroftheMarks (as defined below) and theLicensee wishes to use the Permitted Marks (which include the Marks) for the furtherance of its business objectives with the express understanding that there may exist one or more third parties who have been using a trade name that is similar to oneor more of the Permitted Marks;

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