Browse EX-10 agreements

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August [_], 2026, is by and among TruGolf Holdings, Inc. (f/k/a Deep Medicine Acquisition Corp.), a Nevada corporation with offices located at 60 North 1400 West, Centerville, UT 84014 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).

RECITALS

A. In connection with those certain Second, Amendment, Waiver and Exchange Agreements by and among the parties hereto, dated as of August 17, 2026 (the “Exchange Agreements”), the Company has agreed, among other things, to issue to each Buyer the New Preferred Warrants (as defined in the Exchange Agreements), which will be exercisable into New Warrant Preferred Shares (as defined in the Exchange Agreements), which in turn will be convertible into New Warrant Preferred Conversion Shares (as defined in the Exchange Agreements) in accordance with the terms of the New Certificate of Designation (as defined in the Exchange Agreements).

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 18, 2026, is by and among La Rosa Holdings Corp., a Nevada corporation with offices located at 1420 Celebration Blvd., 2nd Floor, Celebration, Florida 34747 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

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**RECITALS **

A. The Company and each Buyer is 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) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.

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CERTAIN INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT (A) BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL OR (B) IN ACCORDANCE WITH ITEM 601(A)(6) OF REGULATION S-K DUE TO PERSONAL PRIVACY CONCERNS. INFORMATION THAT HAS BEEN SO REDACTED FROM THIS EXHIBIT HAS BEEN MARKED WITH “[***]” TO INDICATE THE OMISSION.

FORM OF REGISTRATION RIGHTS AGREEMENT

THIS FORM OF REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of _____, 2026, by and among (i) Newbury Street II Acquisition Corp, a Cayman Islands exempted company (together with its successors, including after the Domestication (as defined below), the “SPAC”), and (ii) the undersigned parties listed as “Investors” on the signature page hereto (each, an “Investor” and collectively, the “Investors”).

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EXECUTION VERSION

CERTAIN INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT (A) BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL OR (B) IN ACCORDANCE WITH ITEM 601(A)(6) OF REGULATION S-K DUE TO PERSONAL PRIVACY CONCERNS. INFORMATION THAT HAS BEEN SO REDACTED FROM THIS EXHIBIT HAS BEEN MARKED WITH “[***]” TO INDICATE THE OMISSION.

***AMENDMENT TO LETTER AGREEMENT ***

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EXECUTION VERSION

CERTAIN INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT (A) BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL OR (B) IN ACCORDANCE WITH ITEM 601(A)(6) OF REGULATION S-K DUE TO PERSONAL PRIVACY CONCERNS. INFORMATION THAT HAS BEEN SO REDACTED FROM THIS EXHIBIT HAS BEEN MARKED WITH “[***]” TO INDICATE THE OMISSION.

SPONSOR SUPPORT AGREEMENT

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THIS SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of August 17, 2026, by and among (i) Newbury Street II Acquisition Sponsor LLC, a Delaware limited liability company (“Sponsor”), (ii) Newbury Street II Acquisition Corp, a Cayman Islands exempted company (together with its successors, including after giving effect to the Domestication (as defined below), “SPAC”), and (iii) Fort Robotics, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined in this Agreement will have the meanings ascribed to such terms in the Agreement and Plan of Merger, by and among SPAC,

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EXECUTION VERSION

CERTAIN INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT (A) BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL OR (B) IN ACCORDANCE WITH ITEM 601(A)(6) OF REGULATION S-K DUE TO PERSONAL PRIVACY CONCERNS. INFORMATION THAT HAS BEEN SO REDACTED FROM THIS EXHIBIT HAS BEEN MARKED WITH “[***]” TO INDICATE THE OMISSION.

SPONSOR LETTER AGREEMENT

This SPONSOR LETTER AGREEMENT (this “Agreement”) is made and entered into as of August 17, 2026, by and among (i) Newbury Street II Acquisition Sponsor LLC, a Delaware limited liability company (“Sponsor”), (ii) Newbury Street II Acquisition Corp, a Cayman Islands exempted company (“SPAC”), and (iii) Fort Robotics, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined in this Agreement will have the meanings ascribed to such terms in the Agreement and Plan of Merger, by and among SPAC, Hugo Merger Sub Inc., a Delaware corporation and a direct wholly owned Subsidiary of SPAC (“Merger Sub”) and the Company, dated as of th

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EXECUTION VERSION

CERTAIN INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT (A) BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL OR (B) IN ACCORDANCE WITH ITEM 601(A)(6) OF REGULATION S-K DUE TO PERSONAL PRIVACY CONCERNS. INFORMATION THAT HAS BEEN SO REDACTED FROM THIS EXHIBIT HAS BEEN MARKED WITH “[***]” TO INDICATE THE OMISSION.

*FORM OF VOTING AND SUPPORT AGREEMENT *

This Voting and Support Agreement (this “Agreement”) is made as of August 17, 2026 by and among (i) Newbury Street II Acquisition Corp, a Cayman Islands exempted company (together with its successors, including after giving effect to the Domestication (as defined below), “SPAC”), (ii) Fort Robotics, Inc., a Delaware corporation (the “Company”), and (iii) the undersigned shareholders (collectively, the “Holders” and each, a “Holder”) of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).

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CERTAIN INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT (A) BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL OR (B) IN ACCORDANCE WITH ITEM 601(A)(6) OF REGULATION S-K DUE TO PERSONAL PRIVACY CONCERNS. INFORMATION THAT HAS BEEN SO REDACTED FROM THIS EXHIBIT HAS BEEN MARKED WITH “[***]” TO INDICATE THE OMISSION.

SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this day of August 17, 2026, by and between Newbury Street II Acquisition Corp., a Cayman Islands exempted company (together with its successors, including after the Domestication (as defined below), the “Company”), FORT Robotics, Inc., a Delaware corporation (“FORT”), Newbury Street II Acquisition Sponsor LLC, a Delaware limited liability company (“Sponsor”) and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Transaction Agreement (as defined below).

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EXECUTION VERSION

CERTAIN INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT (A) BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL OR (B) IN ACCORDANCE WITH ITEM 601(A)(6) OF REGULATION S-K DUE TO PERSONAL PRIVACY CONCERNS. INFORMATION THAT HAS BEEN SO REDACTED FROM THIS EXHIBIT HAS BEEN MARKED WITH “[***]” TO INDICATE THE OMISSION.

FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENT

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***EXECUTION VERSION ***

CERTAIN INFORMATION HAS BEEN REDACTED FROM THIS EXHIBIT (A) BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL OR (B) IN ACCORDANCE WITH ITEM 601(A)(6) OF REGULATION S-K DUE TO PERSONAL PRIVACY CONCERNS. INFORMATION THAT HAS BEEN SO REDACTED FROM THIS EXHIBIT HAS BEEN MARKED WITH “[***]” TO INDICATE THE OMISSION.

FORM OF LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of August 17, 2026 by and between (i) Newbury Street II Acquisition Corp, a Cayman Islands exempted company (together with its successors, including after giving effect to the Domestication (as defined below), “SPAC”) and (ii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).

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FIRST AMENDMENT

TO

REGISTRATION RIGHTS AGREEMENT

This Amendment No. 1 to Registration Rights Agreement (this “Amendment”) is made and entered into as of August 17, 2026, by and between Cypherpunk Technologies Inc., a Delaware corporation (the “Company”), and Winklevoss Treasury Investments, LLC (“WTI”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Registration Rights Agreement (as defined below).

BACKGROUND

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WHEREAS, the Company and the Investors signatory thereto are parties to that certain Registration Rights Agreement, dated as of October 6, 2025 (the “Registration Rights Agreement”);

WHEREAS, the Company, Moria Mining, LLC, WTI, and Cypherpunk Mining LLC have entered into that certain Asset Purchase Agreement, dated as of August 17, 2026 (the “Asset Purchase Agreement”), pursuant to which the Company agreed to issue to WTI a Pre-Funded Warrant to purchase shares of Common Stock (the “APA Warrant”);

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EXECUTIVE EMPLOYMENT AGREEMENT

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This Executive Employment Agreement (this “Agreement”) is made and entered into as of November 10, 2025 (the “Effective Date”), by and between the following (the “Parties” or each a “Party”):

	(i)	Drone Nerds, LLC, a Florida limited liability company (the “Company”), an Affiliate of XTI Aerospace, Inc., a Nevada corporation (“XTIA”), and

	(ii)	Jeremy Schneiderman (“Executive”).

RECITALS

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WHEREAS, the Company desires to employ the Executive in such Position as set forth in *Exhibit A *attached hereto; and

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