Browse EX-10 agreements

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Agreement

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THIS AGREEMENT (this “Agreement”), effective as of July 31, 2026, is entered into by and among FireFish TopCo, LLC, a Delaware limited liability company (the “Seller”), and Aspire Biopharma Holdings, Inc., a Delaware corporation (the “Purchaser”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).

W I T N E S S E T H:

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WHEREAS, Seller and Purchaser are parties to that certain Purchase Agreement, dated as of June 10, 2026 (as amended, the “Purchase Agreement”); and

WHEREAS, the parties desire to set forth their agreement regarding the escrow and release of all Transaction Documents to effect the Closing, and regarding certain remedies available to Seller in the event Purchaser fails to consummate the Closing, upon the terms and subject to the conditions set forth herein.

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Exhibit 10.3

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SECURED CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT

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THIS SECURED CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of August 6, 2026, is entered into by and among Aspire Biopharma Holdings, Inc., a Delaware corporation (the “Company”), and the persons listed on *Schedule 1 *attached hereto (each, an “Investor” and collectively, the “Investors”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) promulgated thereunder, the Company and the Investors have agreed that the Company will issue and sell to the Investors Convertible Promissory Notes, (the “Notes”), such form of Note attached hereto as Exhibit A, convertible into capital stock of the Company further to the terms set forth in the Notes, all as more fully set forth below.

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NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES FILED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

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***Execution Version ***

**VOTING AND SUPPORT AGREEMENT **

THIS VOTING AND SUPPORT AGREEMENT, dated as of August 10, 2026 (the “Agreement”), is by and between Prive Parent, Inc., a Delaware corporation (“Parent”), and the holder of the Securities (as defined below) set forth on Schedule A hereto (the “Holder”).

W I T N E S S E T H:

WHEREAS, concurrently with the execution of this Agreement, Parent, Prive Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and Bowman Consulting Group Ltd., a Delaware corporation (the “Company”), are entering into an Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended or supplemented in accordance with its terms from time to time, the “Merger Agreement”), providing for, among other things, the merger of Merger Sub with and into the Company (the “Merger”), with the Company continuing as the surviving entity, on the terms and subject to the conditions of the Merger Agreement;

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***Execution Version ***

**VOTING AND SUPPORT AGREEMENT **

THIS VOTING AND SUPPORT AGREEMENT, dated as of August 10, 2026 (the “Agreement”), is by and between Prive Parent, Inc., a Delaware corporation (“Parent”), and the holder of the Securities (as defined below) set forth on Schedule A hereto (the “Holder”).

W I T N E S S E T H:

WHEREAS, concurrently with the execution of this Agreement, Parent, Prive Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and Bowman Consulting Group Ltd., a Delaware corporation (the “Company”), are entering into an Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended or supplemented in accordance with its terms from time to time, the “Merger Agreement”), providing for, among other things, the merger of Merger Sub with and into the Company (the “Merger”), with the Company continuing as the surviving entity, on the terms and subject to the conditions of the Merger Agreement;

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Exhibit 10.1

PRAIRIE OPERATING CO.

55 Waugh Drive, Suite 400

Houston, Texas 77007

August 7, 2026

Hudson Bay PH XIX LLC

c/o High Trail Capital

221 River Street, 9th Floor

Hoboken, NJ 07030

Attention: Eric Helenek

Re:	Agreement re Certain Rights

All:

Reference is made to the Certificate of Designation of Preferences, Rights and Limitations of Series F Convertible Preferred Stock (the “Certificate of Designation”) of Prairie Operating Co. (the “Company”), to that certain Agreement re Certain Rights (Letter Agreement re Partial Redemption), dated as of April 8, 2026, by and among the Company and Hudson Bay PH XIX LLC (“High Trail”) (the “Partial Redemption Letter Agreement”), and to that certain Agreement re Certain Rights, dated as of July 22, 2026, by and among the Company and High Trail (the “July 22nd Letter Agreement”). Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Certificate of Designation, the Securities Purchase Agr

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