Browse EX-10 agreements

COLLATERAL ASSIGNMENT OF INTEREST RATE CAP AGREEMENT

THIS COLLATERAL ASSIGNMENT OF INTEREST RATE CAP AGREEMENT, dated as of July 24, 2026 (this “Assignment”), is made by BLOCK 40 PROPERTY, LLC, a Delaware limited liability company (“Assignor”), in favor of VMC CRE MASTER LENDING UPPER REIT LLC, a Delaware limited liability company (together with its successors and/or assigns, “Assignee”).

RECITALS

A.                Pursuant to the terms of that certain Loan Agreement, dated as of the date hereof, between Assignor, as borrower, and Assignee, as lender (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”), Assignee has agreed to loan to Assignor the principal sum of up to $69,000,000.00 (“Loan”) for the purposes specified in the Loan Agreement. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Loan Agreement.

…

MEZZANINE PROMISSORY NOTE

** **

$10,000,000.00

Date: July 24, 2026

1.                  PROMISE TO PAY. FOR VALUE RECEIVED, the undersigned BLOCK 40 HOLDCO LLC, a Delaware limited liability company (“Borrower”), hereby unconditionally promises to pay to 1818 MEZZ LENDER LLC, a Delaware limited liability company (together with its successors and/or assigns, “Lender”), by such means or at such places as may be designated in writing by Lender, the principal sum of up to Ten Million and 00/100 Dollars ($10,000,000.00) or so much thereof as may from time to time be owing under this Mezzanine Promissory Note (as the same may be further amended, supplemented, restated, replaced or otherwise modified from time to time, this “Note”) by reason of Advances by Lender to or for the benefit or account of Borrower, with Interest (as defined below) thereon, per annum, at the rate or rates of Interest hereinafter set forth payable in the following manner and on the following terms. All sums owing hereunder are payable in lawful money of the United States of America, in immediatel

…

** **

SECURITY AGREEMENT

This Security Agreement (this “Agreement”) is made and entered into as of July [*], 2026, by and between: STEWARDS, INC., a corporation organized and existing under the laws of the State of Nevada (the “Company”), and the persons and entities listed on Schedule I attached hereto and made a part hereof (each a “Secured Party” and, collectively, the “Secured Parties”).

RECITALS

A. Pursuant to that certain Note Purchase Agreement dated as of July [*], 2026 (the “Note Purchase Agreement”), by and among the Company and the Secured Parties, the Company has agreed to issue and sell to the Secured Parties, and the Secured Parties have agreed to purchase from the Company, certain Secured Convertible Promissory Notes in the aggregate principal amount of up to Five Million Dollars ($5,000,000) (each a “Note” and, collectively, the “Notes”).

…

THIS DOCUMENT WAS DRAFTED BY

AND WHEN RECORDED RETURN TO:

Tyler K. Olson, Esq.

Fox Rothschild LLP

33 South Sixth Street, Suite 3600

Minneapolis, MN 55402-3338

(612) 607-7000

(Space Above For Recorder’s Use)

***AMENDED AND RESTATED MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS, FIXTURE FINANCING STATEMENT ***

AND NOTICE OF FUTURE ADVANCE

** **

NOTICE TO RECORDER: THIS INSTRUMENT SECURES AN AMENDED AND RESTATED PROMISSORY NOTE (THE “A&R NOTE”) IN THE ORIGINAL PRINCIPAL AMOUNT OF $69,000,000.00 DATED AS OF EVEN DATE HEREWITH, BY BLOCK 40 PROPERTY, LLC, A DELAWARE LIMITED LIABILITY COMPANY (THE “BORROWER”) IN FAVOR OF VMC CRE MASTER LENDING UPPER REIT LLC, A DELAWARE LIMITED LIABILITY COMPANY (“LENDER”). THE A&R NOTE AMENDS, RESTATES AND RENEWS THAT CERTAIN AMENDED AND RESTATED PROMISSORY NOTE IN THE PRINCIPAL AMOUNT OF $84,000,000.00 DATED AS OF JUNE 1, 2022 (THE “PRIOR NOTE”), EXECUTED BY BORROWER IN FAVOR OF DEUTSCHE BANK AG, NEW YORK BRANCH (“DEUTSCHE”), as such Original Note was as

…

**LOAN AGREEMENT **

**Between **

** **

**BLOCK 40 PROPERTY, LLC, **

**a Delaware limited liability company,
as Borrower **

** **

**and **

**VMC CRE MASTER LENDING UPPER REIT LLC,
a Delaware limited liability company,
as Lender


**Entered into as of July 24, 2026

TABLE OF CONTENTS

Page

…

**MEZZANINE LOAN AGREEMENT **

**Between **

** **

**BLOCK 40 HOLDCO LLC, **

**a Delaware limited liability company,
as Borrower **

** **

**and **

**1818 MEZZ LENDER LLC,
a Delaware limited liability company,
as Lender


**Entered into as of July 24, 2026

TABLE OF CONTENTS

Page

…

DOCUMENTARY STAMP TAXES, AS REQUIRED BY FLORIDA LAW, WERE PREVIOUSLY PAID IN CONNECTION WITH THE INDEBTEDNESS EVIDENCED BY THAT CERTAIN AMENDED AND RESTATED PROMISSORY NOTE IN THE PRINCIPAL AMOUNT OF $84,000,000.00 DATED AS OF JUNE 1, 2022 (THE “PRIOR NOTE”), EXECUTED BY BORROWER IN FAVOR OF DEUTSCHE BANK AG, NEW YORK BRANCH (“DEUTSCHE”) AND EVIDENCE OF SUCH PAYMENT IS AFFIXED TO THAT CERTAIN AMENDED AND RESTATED MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING EXECUTED BY BORROWER IN FAVOR OF DEUTSCHE, DATED JUNE 1, 2022, RECORDED AS INSTRUMENT NO. 118200871, IN THE OFFICIAL RECORDS OF BROWARD COUNTY, FLORIDA. THIS NOTE EVIDENCES A RENEWAL, AMENDMENT AND RESTATEMENT OF SUCH INDEBTEDNESS, WITH NO NEW OBLIGORS, AND NO ADDITIONAL PRINCIPAL BALANCE IS BEING ADVANCED HEREUNDER. THEREFORE, NO ADDITIONAL FLORIDA DOCUMENTARY STAMP TAX IS DUE, PURSUANT TO SECTION 201.09, FLORIDA STATUTES.

AMENDED AND RESTATED PROMISSORY NOTE

** **

$69,000,000.00

Date: July 24, 2026

…

MEZZANINE HAZARDOUS MATERIALS INDEMNITY AGREEMENT

THIS MEZZANINE HAZARDOUS MATERIALS INDEMNITY AGREEMENT (“Indemnity”) is given as of July 24, 2026, by BLOCK 40 HOLDCO LLC, a Delaware limited liability company (“Borrower”), and STEWARDS, INC., a Nevada corporation, SHAUN A. QUIN, an individual, GLEN STEWARD, an individual, CHARLES R. ABELE, an individual, and PETER J. JAGO, an individual (individually and collectively, as context may require, “Guarantor”, and together with Borrower, individually and collectively, “Indemnitor”), to 1818 MEZZ LENDER LLC, a Delaware limited liability company (together with its successors and/or assigns, “Lender”).

RECITALS

A.                Pursuant to the terms of that certain Mezzanine Loan Agreement of even date herewith by and between Borrower and Lender (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”), Lender has agreed to loan to Borrower the principal sum of up to $10,000,000 (“Loan”) for the purposes specified in the Loan Agreement.

…

** **

MEZZANINE SUBORDINATION OF MANAGEMENT AGREEMENT

This MEZZANINE SUBORDINATION OF MANAGEMENT AGREEMENT (this “Subordination”) is made as of July 24, 2026, by BLOCK 40 HOLDCO LLC, a Delaware limited liability company (“Borrower”) and 1818 MEZZ LENDER LLC, a Delaware limited liability company (together with its successors and/or assigns, “Lender”), and is consented and agreed to by CROWN RESIDENTIAL LLC, a Florida limited liability company (“Agent”).

RECITALS

A.                Pursuant to the terms of that certain Mezzanine Loan Agreement of even date herewith by and between Borrower and Lender (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Loan Agreement”), Lender has agreed to loan to Borrower the principal sum of up to $10,000,000.00 (“Loan”) for the purposes specified in the Loan Agreement.

B.                 Borrower is the owner of 100% of the equity interests in Mortgage Borrower, which it has pledged to Lender as security for the Loan pursuant to the Pledge and Security Agreement.

…

NOTE PURCHASE AGREEMENT

(Aggregate Principal Amount: $5,000,000)

THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of July [*], 2026, by and among Stewards, Inc., a Nevada corporation (the “Company”), and the persons and entities listed on the schedule of investors attached hereto as Schedule I (each an “Investor” and, collectively, the “Investors”).

RECITALS

A. On the terms and subject to the conditions set forth herein, each Investor is willing to purchase from the Company, and the Company is willing to sell to such Investor, a Secured Convertible Promissory Note in the principal amount set forth opposite such Investor’s name on Schedule I hereto, together with a Common Stock Purchase Warrant.

…

** **

MEZZANINE SUBORDINATION OF ASSET MANAGEMENT AGREEMENT

This MEZZANINE SUBORDINATION OF MANAGEMENT AGREEMENT (this “Subordination”) is made as of July 24, 2026, by BLOCK 40 HOLDCO LLC, a Delaware limited liability company (“Borrower”) and 1818 MEZZ LENDER LLC, a Delaware limited liability company (together with its successors and/or assigns, “Lender”), and is consented and agreed to by GCF DEVELOPMENT, LLC, a Florida limited liability company (“Agent”).

RECITALS

A.                Pursuant to the terms of that certain Mezzanine Loan Agreement of even date herewith by and between Borrower and Lender (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Loan Agreement”), Lender has agreed to loan to Borrower the principal sum of up to $10,000,000.00 (“Loan”) for the purposes specified in the Loan Agreement.

B.                 Borrower is the owner of 100% of the equity interests in Mortgage Borrower, which it has pledged to Lender as security for the Loan pursuant to the Pledge and Security Agreement.

…

PLEDGE AND SECURITY AGREEMENT

This PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of July 24, 2026 is made by BLOCK 40 HOLDCO LLC, a Delaware limited liability company, having an address at c/o Stewards, Inc., 4300 N. University Drive, Suite D105, Lauderhill, FL 33351 (“Borrower”), to 1818 MEZZ LENDER LLC, a Delaware limited liability company, having an address at c/o CCL Capital, 420 Lexington Avenue, Suite 2100, New York, NY 10170 (together with its successors and assigns, “Lender”).

Recitals:

…