Browse EX-10 agreements

PROMISSORY NOTE

 

Principal Amount: $500,000.00

Date: June 26, 2026

 

FOR VALUE RECEIVED, the undersigned ("Borrower") hereby promises to pay to the Suzanne D. Lord Spousal Estate Reduction Trust dated January 17, 2025 ("Lender"), or its permitted assigns, the principal sum of Five Hundred Thousand Dollars ($500,000.00), together with interest thereon, pursuant to the terms set forth below.

 

The proceeds of this Note shall be used by the Borrower for short-term working capital and general corporate purposes.

 

Principal

 

The Borrower acknowledges receipt of the principal amount of $500,000.00.

 

Interest

 

The outstanding principal balance shall bear interest at the rate of nine percent (9.00%) per annum, calculated on the basis of a 365-day year and the actual number of days elapsed.

 

No payments of principal or interest shall be due prior to the Maturity Date.

 

Maturity

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ADMINISTRATIVE SERVICES AGREEMENT

 

This Administrative Services Agreement (the “Agreement”) is made this 1st day of July, 2026 by and between Bluerock Private Real Estate Fund (the “Trust” or the “Fund”) and Bluerock Fund Advisor, LLC (the “Adviser”).

 

WHEREAS, The Trust is a non-diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended.

 

WHEREAS, The Trust and the Adviser are parties to the Investment Management Agreement dated August 19, 2012 (the “Management Agreement”) pursuant to which the Adviser provides investment advisory services to the Trust.

 

WHEREAS, The Trust seeks to engage the Adviser to provide certain administrative services, which are distinct from and in addition to those provided by the Adviser pursuant to the Management Agreement.

 

WHEREAS, The terms of the Agreement have been approved by the Board of Trustees of the Trust, including all of the independent Trustees.

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Execution Copy

 

Certain schedules or similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

 

AGREEMENT OF PURCHASE AND SALE

 

This Agreement of Purchase and Sale (this “Agreement”), is entered into as of the 26th day of June, 2026 (the “Effective Date”) by and between GMR Altoona, LLC, a Delaware limited liability company (“Altoona Seller”), GMR Mechanicsburg, LLC, a Delaware limited liability company (“Mechanicsburg Seller”), GMR Mesa, LLC, a Delaware limited liability company (“Mesa Seller”), GMR Sherman, LLC, a Delaware limited liability company (“Sherman Seller”), GMR Las Vegas, LLC, a Delaware limited liability company (“Las Vegas Seller”), GMR Surprise, LLC, a Delaware limited liability company (“Surprise Seller”) and GMR Oklahoma Northwest, LLC, a Delaware limited liability company (“Oklahoma Seller”; the Altoona Seller, Mechanicsburg Seller, Mesa Seller, Sherman Seller, Las Vegas Seller, Surprise Seller and the Oklahoma Seller referred to herein individually and collectively, “Seller”), and Altoona PA IRF, LLC,

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SECURITIES EXCHANGE AGREEMENT

 

This SECURITIES EXCHANGE AGREEMENT (the “Agreement”) is entered into as of this 24th day of June, 2026 (the “Effective Date”) by and among Beeline Financial Holdings, Inc., a Delaware corporation (“BFH” or the “Buyer”), MagicBlocks, Inc., a Delaware corporation, (“MagicBlocks”), the shareholders of MagicBlocks identified on the signature pages hereto other than Beeline Holdings, Inc. (collectively, the “Selling Shareholders”), and the holders of Third-Party SAFEs (as defined herein) identified on the signature pages hereto (collectively, the “Third-Party SAFE Holders,” and together with BFH, MagicBlocks, and the Selling Shareholders, the “Parties”).

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Execution Version

SIXTH AMENDMENT

SIXTH AMENDMENT (this “Sixth Amendment”), dated as of July 1, 2026, among CORE & MAIN LP, a Florida limited partnership (the “Borrower”), the several banks and financial institutions party hereto and the Administrative Agent (as defined below).

WITNESSETH:

WHEREAS, the Borrower is party to that certain Term Loan Credit Agreement, dated as of August 1, 2017 (as amended by the Lender Joinder Agreement, dated as of July 8, 2019, the First Amendment, dated as of July 27, 2021, the Second Amendment, dated as of February 26, 2023, the Third Amendment, dated as of February 9, 2024, the Fourth Amendment, dated as of May 21, 2024, the Fifth Amendment, dated as of December 17, 2024, and as further amended, supplemented, waived or otherwise modified from time to time prior to the Sixth Amendment Effective Date (as defined in Section 3 hereof), the “Existing Credit Agreement”; the Existing Credit Agreement, as amended by this Sixth Amendment, the “Credit Agreement”), among the Borrower, the several banks and other financial institutions from time to ti

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 30, 2026, by and between AVALON GLOBOCARE CORP., a Delaware corporation, with headquarters located at 4400 Route 9 South, Suite 3100, Freehold, NJ 07728 (the “Company”), and the investor identified n the signature page thereto (the “Buyer”, and collectively with the Company, the “Parties”).

 

WHEREAS:

 

A. The Company and the Buyer are 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) promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act;

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SECURITIES PURCHASE AGREEMENT

 

dated as of June 26, 2026

 

by and among

 

NARAYAN POWERTECH PRIVATE LIMITED

 

and

 

THE PERSONS LISTED IN EXHIBIT A

 

and

 

MOLD-TECH SINGAPORE PTE. LTD.

 

and

 

STANDEX INTERNATIONAL CORPORATION

 

 

 

 

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TABLE OF CONTENTS

 

 

ARTICLE I DEFINITIONS AND DEFINITIONAL PROVISIONS

1

 

 

Section 1.1

Defined Terms

1

Section 1.2

Other Defined Terms

6

Section 1.3

Other Definitional Provisions

7

Section 1.4

Captions

7

 

 

ARTICLE II PURCHASE AND SALE

7

 

 

Section 2.1

Closing Purchase and Sale

7

Section 2.2

Closing

7

Section 2.3

Closing Consideration

8

Section 2.4

Payment at the Closing

8

Section 2.5

Closing Deliverables

8

Section 2.6

Termination of Shareholders’ Agreement

9

Section 2.7

Post-Closing Deliverables

9

 

 

ARTICLE III REPRESENTATIONS AND WARRANTIES RELATED TO THE SELLING PARTIES

10

 

 

Section 3.1

Authorization; Enforceability; Absence of Conflicts

10

Section 3.2

Title to Securities

10

Section 3.3

Litigation

11

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COMMON STOCK PURCHASE AGREEMENT

 

Dated as of June 30, 2026

 

by and between

 

PERASO INC.

 

and

 

ROTH PRINCIPAL INVESTMENTS, LLC

 

 

 

 

 

 

 

 

 

 

 

Table of Contents

 

 

 

Page

ARTICLE I DEFINITIONS

 

1

 

 

 

 

ARTICLE II PURCHASE AND SALE OF COMMON STOCK

 

2

Section 2.1.

Purchase and Sale of Stock

 

2

Section 2.2.

Closing Date; Settlement Dates

 

2

Section 2.3.

Initial Public Announcements and Required Filings

 

2

 

 

 

 

ARTICLE III PURCHASE TERMS

 

3

Section 3.1.

Market Open Purchases

 

3

Section 3.2.

Intraday Purchases

 

4

Section 3.3

Extended Hours Purchases

 

5

Section 3.4.

Settlement

 

7

Section 3.5.

Compliance with Rules of Trading Market.

 

8

Section 3.6.

Beneficial Ownership Limitation

 

9

 

 

 

 

ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR

 

9

Section 4.1.

Organization and Standing of the Investor

 

9

Section 4.2.

Authorization and Power

 

9

Section 4.3.

No Conflicts

 

10

Section 4.4.

Investment Purpose

 

10

Section 4.5.

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REGISTRATION RIGHTS AGREEMENT

 

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 30, 2026, is by and between Roth Principal Investments, LLC, a Delaware limited liability company (the “Investor”), and Peraso Inc., a Delaware corporation (the “Company”).

 

RECITALS

 

A. The Company and the Investor have entered into that certain Common Stock Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), pursuant to which the Company may issue, from time to time, to the Investor up to the lesser of (i) $25,000,000 in aggregate gross purchase price of newly issued shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), and (ii) the Exchange Cap (to the extent applicable under Section 3.5 of the Purchase Agreement), as provided for therein.

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 23, 2026, by and between AMERICAN REBEL HOLDINGS, INC., a Nevada corporation, with its address at 218 3rd Avenue North, #400, Nashville, TN 37201 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 (the “Buyer”).

 

WHEREAS:

 

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”); and

…

THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT 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 IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER 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.

THE ISSUE PRICE OF THIS NOTE IS $152,950.00

THE ORIGINAL ISSUE DISCOUNT IS $19,950.00

Principal Amount: $152,950.00

 

Issue Date: June 23, 2026

Purchase Price: $133,000.00

 

 

PROMISSORY NOTE

…

HOME FEDERAL BANK

 

AMENDED AND RESTATED

SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

FOR

JAMES R. BARLOW

 

 

     This Amended and Restated Supplemental Executive Retirement Agreement (the “Agreement”) is entered into effective as of the 1st day of July 2026, by and between Home Federal Bank (the “Bank”) and James R. Barlow (the “Executive”). This Agreement amends and restates the Supplemental Executive Retirement Agreement previously entered into by and between the Bank and the Executive as of December 13, 2017 (the “Prior Agreement”) and accelerates the vesting schedule set forth in the Prior Agreement.

 

PREAMBLE

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