Browse EX-10 agreements

PRIVATE UNIT SUBSCRIPTION AGREEMENT

BETWEEN THE REGISTRANT AND THE SPONSOR

Southern Cross Acquisition II Corp.

1412 Broadway, 21st Floor Suite 21V

New York, NY 10018

[__], 2026

Ladies and Gentlemen:

Southern Cross Acquisition II Corp. (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”), pursuant to a registration statement on Form S-1 (File No. 333-297331) (“Registration Statement”).

The undersigned hereby commit to purchase an aggregate of 224,550 units (or up to 227,363 units if the overallotment option is exercised in full by D. Boral Capital LLC, the representative of underwriters of the IPO (“D. Boral”)) of the Company (“Private Units”), each Private Unit consisting of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Share”), one redeemable warrant, with each warrant to acquire one Ordinary Share (each a “Warrant”), and one right to receive one-fourth (1/4) of one Ordinary Share (each a “Right”), at $10.00 per Private Unit, for a purchase price of $2,245,500 (or up to $2,275,630 if the over-allotment option is exercised in full by D. Boral) (the “Private Unit Purchase Price”). Of these Private Units, Southern Cross Acquisition II Sponsor Corp. will purchase 205,800 Private Units (regardless of the exercise of the over-allotment option), and

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [__], 2026, by and among Southern Cross Acquisition II Corp., a Cayman Islands company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).

WHEREAS, the Investors and the Company desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of the securities held by them as of the date hereof; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. DEFINITIONS. The following capitalized terms used herein have the following meanings:

“Agreement” means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.

“Business Combination” means the acquisition of direct or indirect ownership through a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities.

“Commission” means the Securities and Exchange Commission, or any other Federal agency then administering the Securities Act or the Exchange Act.

“Company” is defined in the preamble to this Agreement.

“Ordinary Shares” means the ordinary shares of the Company, par value $0.0001 per share.

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2026, by and between Southern Cross Acquisition II Corp., a Cayman Islands corporation (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability trust company (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-297331) (the “Registration Statement”) and prospectus (the “Prospectus”), for its initial public offering of the Company’s units (the “Units”), each of which consists of one share of the Company’s ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), one warrant, each whole redeemable warrant entitling the holder to purchase one Ordinary Share (the “Warrants”), and one right to receive one-fourth (1/4) of an Ordinary Share upon the consummation of an initial business combination (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission (capitalized term used herein and not otherwise defined shall have the meanings set forth in the Registration Statement); and

WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with D. Boral Capital LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”) named therein;

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FORM OF LETTER AGREEMENT

[__], 2026

Southern Cross Acquisition II Corp.

1412 Broadway, 21st Floor Suite 21V

New York, NY 10018

Re: Initial Public Offering

Ladies and Gentlemen:

This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Southern Cross Acquisition II Corp., a Cayman Islands company (the “Company”), and D. Boral Capital LLC, as representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), one redeemable warrant, with each whole warrant to acquire one Ordinary Share (the “Warrants”), and one right to receive one-fourth (1/4) of one Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 14 hereof.

In order to induce the Company and the Underwriter to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon the undersigned as a shareholder of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:

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PERSONAL GUARANTY

This PERSONAL GUARANTY (this “Guaranty”) is made as of the 18th day of August, 2026, by the undersigned (the “Guarantor”) for the benefit of Ault Capital Group, Inc., a Nevada corporation, and its successors and assigns (the “Lender”).

W I T N E S S E T H

WHEREAS, the Guarantor serves as the Chief Executive Officer of Ault & Company, Inc., a Delaware corporation (the “Borrower”).

WHEREAS, the Lender has agreed to extend credit to the Borrower through the making of loans in the principal amount of up to $15,000,000 pursuant to that certain Loan Agreement (the “Agreement”) pursuant to which Lender will, from time to time, be issued certain promissory notes (collectively, the “Notes”).

WHEREAS, as used herein, the term “Loan Documents” means, collectively, this Guaranty, the Agreement and the Notes.

NOW THEREFORE, to induce the Lender to extend credit to the Borrower pursuant to the Agreement and the Notes and for other good and valuable consideration, including, but not limited to, the consideration described in the recitals above, receipt of which is hereby acknowledged, the Guarantor hereby agrees as follows:

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Term NoTE

$__________	_____________ (the “Issuance Date”)

FOR VALUE RECEIVED, the undersigned Ault & Company, Inc. (hereinafter sometimes called the “Borrower”) promises to pay, on or before August 17, 2029 (the “Maturity Date”), to Ault Capital Group, Inc., or its assigns (hereinafter called the “Lender”), at 11411 Southern Highlands Parkway, Suite 190, Las Vegas, Nevada 89141 or such other address as is designated by the Lender, up to the sum of __________ Dollars ($_________), including accrued but unpaid interest thereon on the Maturity Date. This Note is one of several Notes referred to in the Loan Agreement, dated as of August 18, 2026 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Loan Agreement”) among Borrower and Lender, and evidences Loans made by Lender thereunder. Borrower and Lender recognize that Lender may from time to time make advances and loans to Borrower on the dates and in the principal amounts provided in the Loan Agreement. Terms used but not defined in this Note have the respective meanings assigned to them in the Loan Agreement.

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LOAN AGREEMENT

by and between

** **

AULT CAPITAL GROUP, INC., AS THE LENDER

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&

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**AULT & COMPANY, INC., AS THE BORROWER
**

This LOAN AGREEMENT is entered into with an effective date as of August 18, 2026, by and between Ault Capital Group, Inc., a Nevada corporation (the “Lender”) and Ault & Company, Inc., a Delaware corporation (the “Borrower”).

RECITALS

WHEREAS, Borrower wishes to seek, and Lender wishes to grant, a line of credit up to an aggregate amount of Fifteen Million Dollars ($15,000,000);

WHEREAS, in consideration of the extension of a maximum line of credit of up to $15,000,000, Lender and the Borrower wish to enter into this Agreement; and

WHEREAS, Lender and Borrower have agreed to enter into this Agreement to memorialize their understanding regarding their respective rights and obligations with respect to this Agreement and the Loan as such term is defined herein.

AGREEMENT

NOW, THEREFORE, in consideration of the making of the Loan and the covenants, agreements, representations and warranties set forth in this Agreement and the other Loan Documents as defined herein, the receipt and legal sufficiency of which hereby are acknowledged, the parties hereby covenant, agree, represent and warrant as follows:

1.          DEFINITIONS AND CONSTRUCTION.

1.1       Definitions. As used in this Agreement, the following terms shall have the following definitions:

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PERSONAL GUARANTY

This PERSONAL GUARANTY (this “Guaranty”) is made as of the 12th day of June, 2026, by the undersigned (the “Guarantor”) for the benefit of Ault Capital Group, Inc., a Nevada corporation, and its successors and assigns (the “Lender”).

W I T N E S S E T H

WHEREAS, the Guarantor serves as the Chief Executive Officer of Ault & Company, Inc., a Delaware corporation (the “Borrower”).

WHEREAS, the Lender has extended credit to the Borrower through the making of a loan in the principal amount of $5,000,000 pursuant to that certain Loan Agreement (the “Agreement”) pursuant to which it was issued that certain Term Note (the “Note”), in each case dated of even date herewith.

WHEREAS, as used herein, the term “Loan Documents” means, collectively, this Guaranty, the Agreement and the Note.

NOW THEREFORE, to induce the Lender to extend credit to the Borrower pursuant to the Agreement and the Note and for other good and valuable consideration, including, but not limited to, the consideration described in the recitals above, receipt of which is hereby acknowledged, the Guarantor hereby agrees as follows:

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Term NoTE

$5,000,000	June 12, 2026 (the “Issuance Date”)

FOR VALUE RECEIVED, the undersigned Ault & Company, Inc. (hereinafter sometimes called the “Borrower”) promises to pay, on or before June 11, 2029 (the “Maturity Date”), to Ault Capital Group, Inc., or its assigns (hereinafter called the “Lender”), at 11411 Southern Highlands Parkway, Suite 190, Las Vegas, Nevada 89141 or such other address as is designated by the Lender, up to the sum of Five Million Dollars ($5,000,000), including accrued but unpaid interest thereon on the Maturity Date.

The interest rate payable on this Promissory Note (the “Note”) shall be eight and a half percent (8.5%) per annum, payable monthly, with the principal and one month’s interest being payable on or before the Maturity Date, subject to a cure period of five (5) business days. In the event that principal and interest hereunder shall not have been paid by the Maturity Date (an “Event of Default”), interest shall accrue and be payable at the rate of eighteen percent (18%) per annum. Notwithstanding anything to the contrary contained in this Note, the aggregate of all amounts deemed to be interest hereunder and charged or collected by Lender is not intended to exceed the highest rate permissible under any applicable law, but if it should, such interest shall automatically be reduced to the extent necessary to comply with applicable law and any such excess payments received by Lender shall be

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LOAN AGREEMENT

This Loan Agreement (as it may be amended, this “Agreement”) is entered into on June 12, 2026 by and between Ault & Company, Inc., a Delaware corporation (the “Borrower”) and Ault Capital Group, Inc., a Nevada corporation, or its assigns (the “Lender”).

1.       LOANS.

1.1   Amount. Subject to the terms and conditions contained in this Agreement, Lender will provide funds of up to Five Million Dollars ($5,000,000) from time to time upon the written request of Borrower to Lender. Each Loan request shall be accompanied by a reasonably detailed description of the amounts and purposes for the use of funds. Borrower represents that funds shall only be used as set forth in Section 3(f) below, and such representation shall be included by reference in all documents related hereto. All loan requests shall provide advance notice of at least three (3) business days. All amount loaned hereunder shall be referred to as “Term Loans.”

1.2  Repayment. Accrued interest on all Term Loans shall be payable monthly, with the principal and one month’s interest being payable at the maturity of the Term Loan, which will be on or before June 11, 2029 (the “Maturity Date”). The Term Loans shall be evidence by the form of promissory note (the “Term Note”) attached hereto as Exhibit A.

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FIRST amendment To the

COMMON SHARES PURCHASE AGREEMENT

This FIRST Amendment (“First Amendment”), is entered into as of August 18, 2026, 2026 (the “Effective Date”) by and between AIxcrypto HOldings, inc. (the “Company”) and GOLD KING ARTHUR HOLDING LIMITED (the “Investor”). Unless otherwise defined herein, the terms of the Agreement are incorporated herein by reference as therein defined.

RECITALS

WHEREAS, Investor and Company entered into that certain Common Shares Purchase Agreement, effective June 16, 2026, (the “Agreement) pursuant to which the Company may issue and sell to the Investor, from time to time, common stock of the Company;

** **

Whereas, Purchaser and Company desire to amend the Agreement as set forth herein;

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Now therefore, for sufficient consideration acknowledged herein, the parties hereto, intending to be legally bound, hereby amend the Agreement as follows:

1.	Section 10 of the Agreement is hereby amended as follows:

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Final Form

Form of Subscription Agreement

This SEC****URITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of [●], 2026, by and among Avere Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the Persons listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”).

WHEREAS, the Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the U.S. Securities Act of 1933, as amended (the “Securities Act”);

WHEREAS, the Company desires to sell to the Investors, and each Investor desires to purchase from the Company, severally and not jointly, upon the terms and subject to the conditions stated in this Agreement, (A) shares (the “Initial Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), including Common Stock being issued pursuant to any cancellation or conversion of Convertible Securities (as defined below) at a per share purchase price equal to the Share Price, and/or (B) the pre-funded warrants to purchase shares of Common Stock (the “Pre-Funded Warrants”) substantially in the form attached hereto as Exhibit B at a per warrant price equal to the Pre-Funded Warrant Price (as defined below);

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