Browse EX-10 agreements

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***SPONSOR SUPPORT AGREEMENT ***

This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is dated as of July 31, 2026 (the “Effective Date”), by and among Bluerock Acquisition Corp., a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Closing) (the “Purchaser”), Bluerock Acquisition Holdings, LLC, a Delaware limited liability company (the “Purchaser Support Party”), and Bitonic Technology Labs Inc. d/b/a Yellow.ai, a Delaware corporation (the “Company”). Capitalized terms used but not defined in this Agreement shall have the meanings given to those same terms in the Business Combination Agreement.

WHEREAS, as of the Effective Date, the Purchaser Support Party is the holder of record and the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of such number of Purchaser Class B Ordinary Shares and Cayman Purchaser Warrants as are indicated opposite its name on Schedule I attached to this Agreement (collectively, the “Subject Securities”);

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 31, 2026, is by and among Bluerock Acquisition Corp., a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation prior to the Initial Closing (as defined below)), with offices located at 919 Third Avenue New York, NY 10022 (the “Company”), Bitonic Technology Labs Inc. d/b/a Yellow.ai, a Delaware corporation with offices located at 400 Concar Drive San Mateo, CA 94402 (the “Target”) (the “Target” and together with the Company, the “BC Parties”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

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RECITALS

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**FORM OF AMENDED AND RESTATED **

REGISTRATION RIGHTS AGREEMENT

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), amends and restates in its entirety that certain Registration Rights Agreement dated December 10, 2025, by and among Yellow.ai, Inc., a Delaware corporation (formerly known as Bluerock Acquisition Corp., a Cayman Islands exempted company, prior to the Domestication (as defined herein)) (the “Company”), Cantor Fitzgerald & Co. (“Cantor”), Bluerock Acquisition Holdings, LLC, a Delaware limited liability company (the “Sponsor”) and the other holders of the Company’s Class B ordinary shares, par value $0.0001 per share (together with the Sponsor, the “SPAC Initial Shareholders”) (the “Original RRA”), and is made and entered into as of _________, 2026, by and among the Company, the Sponsor and each of the undersigned parties that were former stockholders of Bitonic Technology Labs Inc. d/b/a Yellow.ai, a Delaware corporation (“Legacy Yellow”), listed under “Holder” on the signature page (the “**

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***LOCK-UP AGREEMENT ***

THIS LOCK-UP AGREEMENT (this “Agreement”) is effective as of the signing date of the Business Combination Agreement (as defined below), by and among Bluerock Acquisition Corp., a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Closing) (the “Company”), Bitonic Technology Labs Inc. d/b/a Yellow.ai, a Delaware corporation (“Target”), and each of Bluerock Acquisition Holdings, LLC, a Delaware limited liability company (the “Sponsor”), those Persons set forth on Schedule 1 hereto who have executed this Agreement or a counterpart hereof (the “SPAC Holders”) and those Persons set forth on Schedule 2 hereto who have executed this Agreement or a counterpart hereof (the “Target Holders”). The Sponsor, the Target Holders, the SPAC Holders and any Person who hereafter becomes a party to this Agreement pursuant to Section 2 are referred to herein, individually, as a “Holder” and, collectively, as the “Holders.”

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**SUBSCRIPTION AGREEMENT **

Bluerock Acquisition Corp.

919 Third Avenue, 40th Floor

New York, NY 10022

Bitonic Technology Labs, Inc. (d/b/a Yellow.ai)

400 Concar Drive

San Mateo, CA 94402

Ladies and Gentlemen:

This Subscription Agreement (this “Subscription Agreement”) is entered into as of the latest date set forth on the signature page hereto by and among Bitonic Technology Labs, Inc. (d/b/a Yellow.ai), a Delaware corporation (the “Company”), Bluerock Acquisition Corp., a Cayman Islands exempted company that will transfer by way of continuation to and domesticate as a Delaware corporation prior to the Merger Closing (the “Issuer”), and the undersigned (the “Subscriber” or “you”). Capitalized terms used but not defined herein shall have the same meaning as set forth in the Transaction Agreement (as defined below).

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VOTING AGREEMENT

This VOTING AGREEMENT (this “Agreement”) is made and entered into as of August 1, 2026, by and between Supernus Pharmaceuticals, Inc., a Delaware corporation (“Supernus”) and the undersigned stockholder (the “Stockholder”) of Indivior Pharmaceuticals, Inc., a Delaware corporation (“Indivior”).

WITNESSETH:

WHEREAS, contemporaneously with the execution of this Agreement, Supernus, Indivior and Artemis Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Indivior (“Merger Sub”) are entering into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”);

WHEREAS, pursuant to the Merger Agreement, Merger Sub will merge with and into Supernus (the “Merger”) with Supernus continuing as the surviving corporation and a wholly owned Subsidiary of Indivior;

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VOTING AGREEMENT

This VOTING AGREEMENT (this “Agreement”) is made and entered into as of August 1, 2026, by and between Indivior Pharmaceuticals, Inc., a Delaware corporation (“Indivior”) and the undersigned stockholder (the “Stockholder”) of Supernus Pharmaceuticals, Inc., a Delaware corporation (the “Supernus”).

WITNESSETH:

WHEREAS, contemporaneously with the execution of this Agreement, Supernus, Indivior and Artemis Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Indivior (“Merger Sub”) are entering into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”);

WHEREAS, pursuant to the Merger Agreement, Merger Sub will merge with and into Supernus (the “Merger”) with Supernus continuing as the surviving corporation and a wholly owned Subsidiary of Indivior;

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SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into this 1st day of August, 2026, by and between Supernus Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Jack Khattar (the “Executive”). This Agreement shall become effective only upon, and shall be contingent upon, the consummation of the Merger (as defined below). If the Merger is not consummated, this Agreement shall be null and void and of no force or effect.

WHEREAS, the Executive and the Company originally entered into an amended and restated employment agreement dated February 29, 2012, as amended through the date hereof;

WHEREAS, the Company is merging with and into Artemis Merger Sub Inc., a subsidiary of Indivior Pharmaceuticals Inc. (“Indivior”), pursuant to that certain Agreement and Plan of Merger dated August 1, 2026 (the “Merger Agreement” and such merger, the “Merger”), pursuant to which Merger, the Company shall be the surviving corporation;

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This Promissory Note (this “Note”) and the securities issuable upon conversion of this Note pursuant to the terms hereof have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and neither this note, such securities nor any interest therein may be offered, sold, transferred, pledged or otherwise disposed of except pursuant to an effective registration statement under such act or such laws or an exemption from registration under such act and such laws which, in the opinion of counsel for maker, is available.

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CONVERTIBLE PROMISSORY NOTE

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Principal Amount: $25,000	Dated as of May 21, 2026

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This Promissory Note (this “Note”) and the securities issuable upon conversion of this Note pursuant to the terms hereof have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and neither this note, such securities nor any interest therein may be offered, sold, transferred, pledged or otherwise disposed of except pursuant to an effective registration statement under such act or such laws or an exemption from registration under such act and such laws which, in the opinion of counsel for maker, is available.

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CONVERTIBLE PROMISSORY NOTE

Principal Amount: $25,000	Dated as of July 29, 2026

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LOCK-UP AGREEMENT

July 27, 2026

Vireo Growth Inc.

Ladies and Gentlemen:

The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that Vireo Growth Inc., a British Columbia corporation (“Parent”), has entered into an Agreement and Plan of Merger, dated as of July 27, 2026 (as the same may be amended from time to time, the “Merger Agreement”), by and among Parent, Supernova Merger Sub Inc.,** **a Nevada corporation and a wholly owned subsidiary of Parent, and Planet 13 Holdings Inc., a Nevada corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

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VOTING AGREEMENT

This VOTING AGREEMENT, dated as of July 27, 2026 (this “Agreement”), is made and entered into by and among Vireo Growth Inc., a British Columbia corporation (“Parent”), and the undersigned stockholders (each, a “Stockholder” and, collectively, the “Stockholders”) of Planet 13 Holdings Inc., a Nevada corporation (the “Company”).

W I T N E S S E T H

WHEREAS, concurrently with the execution of this Agreement, Parent, the Company, and Supernova Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of Parent (“Merger Sub”), are entering into an Agreement and Plan of Merger, dated July 27, 2026 (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), pursuant to which, subject to the terms and conditions thereof, among other things, Merger Sub shall be merged with and into the Company, whereupon the separate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation and a direct or indirect wholly owned Subsidiary of Parent (the “Merger”), and each of the Compa

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