Browse EX-10 agreements

SECURITIES PURCHASE AGREEMENT

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This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 19, 2026, is by and among SRX Global Inc., a Delaware corporation with offices located at 801 US Highway 1, North Palm Beach, Florida 33408 (the “Company”), and [BUYER] (“[BUYER]”).

RECITALS

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A. [BUYER] holds certain Convertible Grid Promissory Notes issued by CERO Therapeutics Holdings, Inc. in the aggregate original principal amount of $2,812,500.00 which are set forth on Exhibit A hereto (the “CERO Notes”).

B. The Company and [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) 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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THIRD AMENDMENT TO

PEDEVCO CORP.

2021 EQUITY INCENTIVE PLAN

This Third Amendment (“Third Amendment”) to the PEDEVCO Corp. 2021 Equity Incentive Plan (the “2021 Plan”), is made and adopted by the Board of Directors of PEDEVCO Corp., a Texas corporation (the “Company”), on July 9, 2026 effective as of the date approved by stockholders of the Company at a duly called meeting of stockholders (the “Amendment Date”). Capitalized terms used in this Third Amendment and not otherwise defined herein shall have the meanings ascribed to such terms in the 2021 Plan (as amended).

RECITALS

A. The Company currently maintains the 2021 Plan.

B. The Board of Directors believes it is in the best interests of the Company and its stockholders to amend the 2021 Plan to increase the number of shares of common stock subject to the 2021 Plan and to incorporate the other terms and conditions set forth herein.

AMENDMENT

The 2021 Plan is hereby amended as follows, effective as of the Amendment Date.

1. Section 3(a). Section 3(a) of the 2021 Plan is hereby deleted and replaced in its entirety with the following:

“(a) Stock Subject to the Plan. Subject to adjustment in accordance with Section 3(b) and any adjustments pursuant to Section 13 of this Plan, the aggregate number of Shares that may be issued pursuant to Awards will not exceed 1,800,000 shares.”

2. Section 15(a)(i). Section 15(a)(i) of the 2021 Plan is hereby deleted and replaced in its entirety with the following:

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NON-REDEMPTION AGREEMENT

This Non-Redemption Agreement (this “Agreement”) is entered as of August 28, 2026 by and among Andretti Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Andretti Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned investor (the “Investor”).

RECITALS

WHEREAS, the Sponsor currently holds Class B ordinary shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”) initially purchased in a private placement prior to the Company’s initial public offering (the “IPO” and such shares, the “Founder Shares”);

WHEREAS, the Company expects to hold an extraordinary general meeting of shareholders in lieu of an annual general meeting of shareholders (as adjourned or postponed from time to time, the “Meeting”) for the purpose of approving, among other things, an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (as amended and currently in effect, the “Charter”) to extend the date by which the Company must consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”) by twelve (12) additional months from September 9, 2026 to September 9, 2027 (or such earlier date as determined by the Company’s board of directors) (the “Extension”);

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NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

POLAR POWER, INC.

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Convertible Promissory Note

Dated: August 28, 2026 (the “Issuance Date”)	$82,500.00

FOR VALUE RECEIVED, POLAR POWER, INC., a corporation incorporated under the laws of the State of Delaware (hereinafter called the “Maker” or the “Company”), hereby promises to pay to the order of [●], a [●] company, or registered assigns (the “Holder”), the principal sum of $82,500 (the “Principal Amount”) pursuant to the terms of this Convertible Promissory Note (this “Note”).

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								Exhibit 10.17

CERTAIN OF THE SCHEDULES AND ATTACHMENTS TO THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO REGULATION S-K, ITEM 601(A)(5). THE REGISTRANT HEREBY UNDERTAKES TO PROVIDE FURTHER INFORMATION REGARDING SUCH OMITTED MATERIALS TO THE COMMISSION UPON REQUEST.

IN ACCORDANCE WITH ITEM 601(A)(6) OF REGULATION S-K, CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT CONTAINS PERSONALLY IDENTIFIABLE INFORMATION. [###] INDICATES THAT INFORMATION HAS BEEN REDACTED

SECURITIES PURCHASE AGREEMENT

by and among

MIRAMAR INTERMEDIATE, LLC, as Purchaser

MIRAMAR BLOCKER HOLDCO, LP, as Blocker Purchaser

MIRAMAR HOLDCO, LLC, as Purchaser Parent

MIRAMAR DEBT MERGER SUB, LLC, as Merger Sub

WM PIERCE HOLDINGS, INC., as Blocker,

WHITE MOUNTAINS INVESTMENTS (LUXEMBOURG) S.À R.L., as Blocker Seller and the Sellers’ Representative,

PM HOLDINGS LLC, as Company Seller

and

BAMBOO IDE8 INSURANCE SERVICES, LLC, as the Company

Dated as of October 2, 2025

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TABLE OF CONTENTS

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AMENDED AND RESTATED SURPLUS NOTE

ANY PERSON ACQUIRING THIS NOTE AS A TRANSFEREE OF THE ORIGINAL REGISTERED HOLDER OF THIS NOTE OR ANY SUBSEQUENT REGISTERED HOLDER OF THIS NOTE IS DEEMED TO MAKE A REPRESENTATION TO THE ISSUER AND THE FISCAL AGENT AS SET FORTH IN PARAGRAPH 9 OF THE REVERSE SIDE OF THIS NOTE.

ALL PAYMENTS OF PRINCIPAL AND INTEREST ON THIS NOTE MAY ONLY BE MADE WITH THE PRIOR APPROVAL OF THE ARIZONA DEPARTMENT OF INSURANCE AND FINANCIAL INSTITUTIONS OR ANY SUCCESSOR THERETO.

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IDE8 RE CELL 1, INC.

Amended and Restated 9% Surplus Note scheduled to mature on March 9,

2029

No. 1								$8,500,000

This Amended and Restated Surplus Note (this “Note”) amends and restates the Amended and Restated Surplus Note, dated November 14, 2024 (the “Existing Note”), issued by Ide8 Re, Inc., a domestic stock captive insurance corporation duly incorporated and existing under the laws of the State of Arizona (“Ide8 Re”), to Bamboo Ide8 Insurance Services, LLC, an Arizona limited liability company (“Bamboo”).

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Execution Version

CERTAIN OF THE SCHEDULES AND ATTACHMENTS TO THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO REGULATION S-K, ITEM 601(A)(5). THE REGISTRANT HEREBY UNDERTAKES TO PROVIDE FURTHER INFORMATION REGARDING SUCH OMITTED MATERIALS TO THE COMMISSION UPON REQUEST.

IN ACCORDANCE WITH ITEM 601(A)(6) OF REGULATION S-K, CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT CONTAINS PERSONALLY IDENTIFIABLE INFORMATION. [###] INDICATES THAT INFORMATION HAS BEEN REDACTED

FIRST AMENDMENT TO CREDIT AGREEMENT

This FIRST AMENDMENT TO CREDIT AGREEMENT (the “Amendment”) is entered into as of June 4, 2026, by and among BAMBOO IDE8 INSURANCE SERVICES, LLC, an Arizona limited liability company (the “Borrower”), MIRAMAR INTERMEDIATE, LLC, a Delaware limited liability company (“Holdings”), THE OTHER LOAN PARTIES PARTY HERETO, THE LENDERS PARTY HERETO, and ACQUIOM AGENCY SERVICES LLC, as Administrative Agent.

W I T N E S S E T H:

WHEREAS, the Borrower, Holdings, the Lenders from time to time party thereto and Administrative Agent, are parties to that certain Credit Agreement, dated as of December 5, 2025 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time and as in effect on the date hereof immediately before giving effect to the amendments contemplated hereby, the “Existing Credit Agreement”; the Existing Credit Agreement, as amended or otherwise modified by this Amendment, the “Amended Credit Agreement”);

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CERTAIN OF THE SCHEDULES AND ATTACHMENTS TO THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO REGULATION S-K, ITEM 601(A)(5). THE REGISTRANT HEREBY UNDERTAKES TO PROVIDE FURTHER INFORMATION REGARDING SUCH OMITTED MATERIALS TO THE COMMISSION UPON REQUEST.

IN ACCORDANCE WITH ITEM 601(A)(6) OF REGULATION S-K, CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT CONTAINS PERSONALLY IDENTIFIABLE INFORMATION. [###] INDICATES THAT INFORMATION HAS BEEN REDACTED

CREDIT AGREEMENT

dated as of December 5, 2025,

among

MIRAMAR INTERMEDIATE, LLC,

as Holdings,

MIRAMAR DEBT MERGER SUB, LLC,

and immediately upon the consummation of the Closing Date Merger,

BAMBOO IDE8 INSURANCE SERVICES, LLC,

as the Borrower,

the LENDERS party hereto

and

ACQUIOM AGENCY SERVICES LLC,

as Administrative Agent

_________________________

DEUTSCHE BANK AG NEW YORK BRANCH

and

APOGEM CAPITAL LLC,

as Lead Arrangers and Bookrunners

THE INITIAL TERM LOANS ISSUED PURSUANT TO THIS AGREEMENT WILL BE ISSUED WITH ORIGINAL ISSUE DISCOUNT WITHIN THE MEANING OF SECTIONS 1272-1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED FROM TIME TO TIME. AN INITIAL TERM LENDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY OF THE INITIAL TERM LOANS BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO THE BORROWER AT THE ADDRESS SET FORTH IN SECTION 9.01.

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TABLE OF CONTENTS

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CERTAIN OF THE SCHEDULES AND ATTACHMENTS TO THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO REGULATION S-K, ITEM 601(A)(5). THE REGISTRANT HEREBY UNDERTAKES TO PROVIDE FURTHER INFORMATION REGARDING SUCH OMITTED MATERIALS TO THE COMMISSION UPON REQUEST.

Miramar Holdco, LLC

May 7, 2026

Mark Anquillare

via e-mail

							Re:	Board of Managers of Miramar Holdco, LLC

Dear Mark:

On behalf of Miramar Holdco, LLC (the “Company”), this letter agreement confirms certain terms and conditions relating to your engagement as a member of the Board of Managers of the Company (the “Board”). Capitalized terms used but not defined herein will have the meanings set forth in the Amended and Restated Limited Liability Company Agreement of the Company, dated December 5, 2025 (as may be amended and restated from time to time, the “Company LLCA”).

1.Board Membership. Effective as of May 7, 2026 (the “Effective Date”), you will be appointed to the Board and will serve as a CVC Manager and the Audit Committee Chair.

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CERTAIN OF THE SCHEDULES AND ATTACHMENTS TO THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO REGULATION S-K, ITEM 601(A)(5). THE REGISTRANT HEREBY UNDERTAKES TO PROVIDE FURTHER INFORMATION REGARDING SUCH OMITTED MATERIALS TO THE COMMISSION UPON REQUEST.

Miramar Holdco, LLC

March 16, 2026

Ty Shay

via e-mail

Re:					Board of Managers of Miramar Holdco, LLC

Dear Ty:

On behalf of Miramar Holdco, LLC (the “Company”), this letter agreement confirms certain terms and conditions relating to your engagement as a member of the Board of Managers of the Company (the “Board”). Capitalized terms used but not defined herein will have the meanings set forth in the Amended and Restated Limited Liability Company Agreement of the Company, dated December 5, 2025 (as may be amended and restated from time to time, the “Company LLCA”).

1.Board Membership. Effective as of April 1, 2026 (the “Effective Date”), you will be appointed to the Board and will serve as a CVC Manager.

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September 18, 2020

Taylor Mobley

Chicago, Illinois

Dear Taylor:

Bamboo Ide8 Insurance Services (hereafter referred to as “Bamboo” or “the Company”), is pleased to offer you an exempt employment position as Chief Financial Officer reporting to the CEO.

Should you accept our offer, Bamboo will pay you $200,000 on an annualized basis for your services, less deductions required by law, in accordance with our normal payroll practices. You will be paid by Bamboo on a semi-monthly basis, on the 15thand the last day of the month. Bamboo will supply you with instructions for submitting any necessary information for payroll.

You will be eligible to participate in the employee benefit plans that the Company makes generally available to its employees. The Company currently offers group health insurance benefits in accordance with the terms and limitations applicable to our coverages, which are subject to change. You will be eligible to apply for enrollment in our group health insurance plans beginning the first day of the month following your start date. Bamboo also provides paid time off to its full-time employees. If you elect to join us, you will begin to accrue vacation at a rate of 15 days per year upon commencement of your employment. In addition, the Company offers 11 paid holidays per year. You will also be eligible to enroll in our 401(k) savings plan with Human Interest at the commencement of your employment. Additional information regarding the employment policies of the Company is set forth in our Employee Handbook, a copy of which will be available to you when you

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IN ACCORDANCE WITH ITEM 601(A)(6) OF REGULATION S-K, CERTAIN INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT CONTAINS PERSONALLY IDENTIFIABLE INFORMATION. [###] INDICATES THAT INFORMATION HAS BEEN REDACTED

May 21, 2024

Timothy Tuller

[###]

[###]

Dear Tim:

Bamboo Ide8 Insurance Services (hereafter referred to as “Bamboo” or “the Company”), is pleased to offer you an exempt employment position as Chief Financial Officer reporting to the CEO. This position is primarily in remote, but will require monthly travel to meet with executives and other team members.

Should you accept our offer, Bamboo will pay you $300,000 on an annualized basis for your services, less deductions required by law, in accordance with our normal payroll practices. You will be paid by Bamboo on a semi-monthly basis, on the 15thand the last day of the month. Bamboo will supply you with instructions for submitting any necessary information for payroll.

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