Browse EX-10 agreements

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CYRUS LOCK-UP AGREEMENT

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THIS CYRUS LOCK-UP AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among [●], Inc., a Delaware corporation (the “Company”) (formerly known as ACP Holdings Acquisition Corp., a Cayman Islands exempted company, prior to its domestication as a Delaware corporation), and [Cyrus Capital Partners, L.P.], a [Delaware limited partnership] (together with its undersigned affiliates, the “Cyrus Managed Funds”) and, any Person who hereafter becomes a party to this Agreement pursuant to Section 2 or Section 7 of this Agreement, “New Securityholder”, together with Cyrus, the “Securityholders” and each, a “Securityholder”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined herein).

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of September 15, 2026, by and among ACP Holdings Acquisition Corp., a Cayman Islands exempted company (the “Company”), May Mobility, Inc., a Delaware corporation (the “Target”), and the purchaser identified on the signature pages hereto (including its successors and assigns, the “Purchaser”).

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WHEREAS, the Company, the Target and Maestro Merger Sub, Inc., Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (the “Merger Sub”), entered into a Business Combination Agreement, dated as of September 14, 2026 (as it may be amended, modified, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), pursuant to which, among other things, Merger Sub will merge with and into the Target, with the Target surviving as a wholly owned subsidiary of the Company (the “Merger”); and

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KEYFRAME LOCK-UP AGREEMENT

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THIS KEYFRAME LOCK-UP AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among [●], Inc., a Delaware corporation (the “Company”) (formerly known as ACP Holdings Acquisition Corp., a Cayman Islands exempted company, prior to its domestication as a Delaware corporation), and [KEYFRAME ENTITY], a [●] (together with its undersigned affiliates, the “Keyframe Managed Funds”) and, any Person who hereafter becomes a party to this Agreement pursuant to Section 2 or Section 7 of this Agreement, “New Securityholder”, together with Keyframe Managed Funds, the “Securityholders” and each, a “Securityholder”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined herein).

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Execution Copy

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Execution Version 15419106v3 FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of September 10, 2026 (this “Amendment”), is entered into among SCHNEIDER NATIONAL LEASING, INC., a Nevada corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and the Lenders party hereto constituting the Required Lenders. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (as defined below). RECITALS WHEREAS, reference is made to that certain Credit Agreement, dated as of November 22, 2024, by and among the Borrower, the Guarantors from time to time party thereto, the Lenders from time to time party thereto and the Administrative Agent (as further amended, modified, supplemented or extended from time to time prior to the date hereof, the “Credit Agreement”); WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders amend the Credit Agreement as set

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 15, 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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1.1 1 AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT This Amendment No. 2 to Employment Agreement (“Second Amendment”) dated as of September 15, 2026, is made and entered into by and between Mercury Systems, Inc., a Massachusetts corporation (the “Company”), and William L. Ballhaus (the “Executive”). WHEREAS, the Company and the Executive are parties to an Employment Agreement dated as of August 15, 2023, as amended to date (the “Agreement”); and WHEREAS, the parties hereto desire to amend the Agreement to add extend the Employment Period by an additional three years to August 15, 2030; and WHEREAS, capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Agreement. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Company and the Executive agree as follows: 1. Section 1 of the Agreement is amended and restated in its entirety to read as follows: “ 1. Employment Period. Subject to the provisions for earlier termination hereinafter provided, the Executive’s employment hereunder shall be for a term (the “Employ

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THIRD AMENDMENT TO THE

RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENT

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THIS THIRD AMENDMENT (the “Amendment”) to that certain Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement, dated ________ (collectively, the “RSU Agreement”), is made effective as of September 14, 2026 (the “Effective Date”), by and between Roadzen Inc., a British Virgin Islands Business company (“Roadzen BVI” or the “Company”), as successor in interest to Roadzen, Inc., a Delaware corporation (“Roadzen (DE)”) and ______________ (“Recipient” and together with the Company the “Parties”).

W I T N E S S E T H:

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WHEREAS, Roadzen (DE) and Recipient entered into that certain RSU Agreement whereby Roadzen (DE) granted Recipient ____________ Restricted Stock Units in Roadzen (DE) which was thereafter converted into ___________ Restricted Stock Units in Roadzen BVI (the “RSUs”);

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31 October, 2025

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YOOX Net-A-Porter-Group S.p.A.

(as Vendor)

and

TheOGroup, LLC

(as Purchaser)

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ASSETS PURCHASE AGREEMENT

related to

“TheOutnet”

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TABLE OF CONTENTS

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Clause		Page
1.	DEFINITIONS AND INTERPRETATION	5
2.	SALE OF ASSETS	17
3.	CONSIDERATION	18
4.	CONDITION PRECEDENTS	25
5.	PRE-COMPLETION OBLIGATIONS	28
6.	COMPLETION	30
7.	POST-COMPLETION UNDERTAKINGS	32
8.	VENDOR WARRANTIES	33

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Form of Santersus Stockholder Lock-Up Agreement

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_________, 2026

Xenetic Biosciences, Inc.

945 Concord Street

Framingham, MA 01701

Ladies and Gentlemen:

The undersigned (the “Stockholder”) understands that Xenetic Biosciences, Inc., a Nevada corporation (the “Company”), has entered into a Share Exchange Agreement, dated as of September 14, 2026 (the “Share Exchange Agreement”), with Santersus AG, a Swiss corporation (Aktiengesellschaft) (“Santersus”), the persons listed on Schedule I thereto (the “Sellers”), and Santersus, as representative of the Sellers, pursuant to which among other things, and subject to the terms and conditions set forth therein, the Sellers will sell, transfer and convey to the Company, and the Company will purchase from Sellers, in exchange for shares of Company Common Stock (as defined below), all of the issued and outstanding capital stock of Santersus (the “Acquisition”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such te

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**Form of Company Stockholder Lock-Up Agreement **

_________, 2026

Xenetic Biosciences, Inc.

945 Concord Street

Framingham, MA 01701

Ladies and Gentlemen:

The undersigned (the “Stockholder”) understands that Xenetic Biosciences, Inc., a Nevada corporation (the “Company”), has entered into a Share Exchange Agreement, dated as of September 14, 2026 (the “Share Exchange Agreement”), with Santersus AG, a Swiss corporation (Aktiengesellschaft) (“Santersus”), the persons listed on Schedule I thereto (the “Sellers”), and Santersus, as representative of the Sellers, pursuant to which among other things, and subject to the terms and conditions set forth therein, the Sellers will sell, transfer and convey to the Company, and the Company will purchase from Sellers, in exchange for shares of Company Common Stock (as defined below), all of the issued and outstanding capital stock of Santersus (the “Acquisition”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Sha

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FORM OF COMPANY STOCKHOLDER VOTING AGREEMENT

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This Company Stockholder Voting Agreement, dated as of ________, 2026 (this “Agreement”), by and between Santersus AG, a Swiss corporation (Aktiengesellschaft) (“Santersus”), and the Person set forth on Schedule A hereto (“Stockholder”). Capitalized terms used but not defined in this Agreement shall have the respective meanings ascribed to them in the Share Exchange Agreement.

RECITALS

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