Browse EX-10 agreements

THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

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Total Principal Amount: up to $300,000.00	Dated as of June 30, 2026
(as set forth on the Schedule of Borrowings attached hereto)

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INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●] by and between K2 Capital Acquisition II Corp., a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).

RECITALS

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, persons who serve the Company and its direct and indirect subsidiaries (collectively, the “Company Group”) to the fullest extent permitted by applicable law;

WHEREAS, this Agreement is a supplement to and in furtherance of the Amended and Restated Memorandum and Articles of Association (the “Charter”) of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;

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**MEMBERSHIP INTEREST TRANSFER AGREEMENT **

This Membership Interest Transfer Agreement (the “Agreement”) is entered into on June 23, 2026 (the “Effective Date”) by and among INVO Centers, LLC, a Delaware limited liability company (“Purchaser”), Karen Hammond (“Hammond”), Lisa Ray (“Ray”) and Nicholas Cataldo (“Cataldo”). Hammond, Ray and Cataldo are each referred to herein individually as “Seller” and collectively as “Sellers”. Hammond and Cataldo are a legally married couple.

Whereas, Sellers own 100% of the membership interests (the “Membership Interests”) in HRCFG, LLC, an Alabama limited liability company (the “Company”) which operates and manages a fertility practice in Birmingham, Alabama under the name of Innovative Fertility Specialists (the “Business”).

Whereas Sellers would like to sell, transfer and assign all their Membership Interests to Purchaser under the terms of this Agreement.

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Exhibit 10.8

BLUEROCK ACQUISITION CORP. II

919 Third Avenue

New York, New York 10022

February 13, 2026

Bluerock Acquisition Holdings II, LLC

919 Third Avenue

New York, New York 10022

RE: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 that certain Securities Subscription Agreement (the “Original 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 on

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BLUEROCK ACQUISITION CORP. II

919 Third Avenue

New York, New York 10022

[●], 2026

Bluerock Acquisition Holdings II, LLC

919 Third Avenue

New York, New York 10022

Re: Administrative Services and Indemnification Agreement

Ladies and Gentlemen:

This administrative services and indemnification agreement (this “Agreement”) by and between Bluerock Acquisition Corp. II (the “Company”) and Bluerock Acquisition Holdings II, LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the (i) consummation by the Company of an initial business combination (“Business Combination”), (ii) 12 months after the Listing Date or (iii) the Company’s liquidation (in each case, as described in the Registration Statement) (such earlier date hereinafter referr

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PRIVATE PLACEMENT WARRANTS AGREEMENT

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THIS PRIVATE PLACEMENT WARRANTS AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into between Bluerock Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and BTIG, LLC (the “Purchaser”).

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WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of the Company’s units, each unit consisting of one Class A ordinary share, par value $0.0001 per share, of the Company (each, an “Ordinary Share”), and one-third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share, as set forth in the Company’s Registration Statement on Form S-1 (File No. 333-[●]) (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”).

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Exhibit 10.4

PRIVATE PLACEMENT WARRANTS AGREEMENT

THIS PRIVATE PLACEMENT WARRANTS AGREEMENT, dated as of [●], 2026 (as it may from time to time be amended, this “Agreement”), is entered into between Bluerock Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Bluerock Acquisition Holdings II, LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering (the “Public Offering”) of the Company’s units, each unit consisting of one Class A ordinary share, par value $0.0001 per share, of the Company (each, an “Ordinary Share”), and one-third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share, as set forth in the Company’s Registration Statement on Form S-1 (File No. 333-[●]) (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”).

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INDEMNITY AGREEMENT

This INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2026, by and between Bluerock Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and *                      * (“Indemnitee”).

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such companies;

WHEREAS, the board of directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will use commercially reasonable efforts to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries, if any, from certain liabilities;

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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-[●] (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-third 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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THIS AMENDED AND RESTATED PROMISSORY NOTE (THE “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

AMENDED AND RESTATED

PROMISSORY NOTE

Principal Amount: $300,000	Dated as of June 30, 2026

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Exhibit 10.10

BLUEROCK ACQUISITION CORP. II

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919 Third Avenue

New York, New York 10022

[●], 2026

JBA Asset Management LLC

39 West 37th Street, 15th Floor

New York, New York 10018

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Re: Administrative Services Agreement

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Ladies and Gentlemen:

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This administrative services agreement (this “Agreement”) by and between Bluerock Acquisition Corp. II (the “Company”) and JBA Asset Management LLC (“JBAAM”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the (i) consummation by the Company of an initial business combination (“Business Combination”), (ii) 12 months after the Listing Date or (iii) the Company’s liquidation (in each case, as described in the Registration Statement) (such earlier date hereinafter referred to as the “Terminati

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REGISTRATION RIGHTS AGREEMENT

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THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2026, is made and entered into by and among Bluerock Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Bluerock Acquisition Holdings II, LLC, a Delaware limited liability company (the “Sponsor”), BTIG, LLC (the “Representative”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and the Representative and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

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RECITALS

WHEREAS, the Company has 5,750,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued and outstanding, which are held by the Holders, up to 750,000 of which will be surrendered to the Company for no consideration depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option;

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