Browse EX-10 agreements

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [___], is made and entered into by and among OAG Pipeline Technologies Inc., a Cayman Islands exempted company limited by shares (“PubCo”), and each of the undersigned parties listed on the signature pages hereto under “Holders” (together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, each, a “Holder” and collectively, the “Holders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

RECITALS

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***SPONSORS SUPPORT AGREEMENT ***

This Sponsors Support Agreement (this “Agreement”) is made and entered into as of September 25, 2026, by and among (i) OAG Pipeline Technologies Inc., a Cayman Islands exempted company (“PubCo”), (ii) OAG International Ltd, a Cayman Islands exempted company (the “Company”), (iii) Copley Square LLC, a Cayman Islands exempted company, (iv) Northlake Partners Ltd., a British Virgin Islands business company (together with Copley Square LLC, the “Sponsors” and each, a “Sponsor”), and (v) Harvard Ave Acquisition Corporation, a Cayman Islands exempted company (“Acquiror”). PubCo, the Company, Acquiror, and the Sponsors are sometimes referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

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RECITALS

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LOCK-UP AGREEMENT

This LOCK-UP AGREEMENT is made as of [______] (this “Agreement”) by and between OAG Pipeline Technologies Inc., a Cayman Islands exempted company limited by shares (“PubCo”) and each of the undersigned (each, a “Shareholder”). Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to such terms in the Business Combination Agreement (as defined below).

WHEREAS, on September 25, Harvard Ave Acquisition Corporation, a Cayman Islands exempted company (“Acquiror” or “SPAC”), PubCo, OAG Merger Sub I, a Cayman Islands exempted company and a wholly-owned subsidiary of PubCo (“Merger Sub I”), OAG Merger Sub II, a Cayman Islands exempted company and a wholly-owned subsidiary of PubCo (“Merger Sub II”), and OAG International Ltd, a Cayman Islands exempted company (the “Company”), entered into a Business Combination Agreement (the “Business Combination Agreement”) pursuant to which, upon the terms and subject to the conditions set forth therein: (a) Merger Sub I will merge with and into Acquiror (the “*First Merge

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EXTENSION TO CHIEF FINANCIAL OFFICER EMPLOYMENT AGREEMENT

This Extension to Employment Agreement (the “Extension”) effective as of July 1, 2026, between MEETA VYAS, c/o NanoViricides, Inc., 1 Controls Drive, Shelton, CT 06484 (“Employee”), and NanoViricides, Inc., a corporation with offices at 1 Controls Drive, Shelton, CT 06484 (“the Company,” and collectively with the Employee, the “Parties”).

**WHEREAS, **the Parties entered into that certain Employment Agreement on May 31, 2013, which as, extended, expired pursuant to its terms on June 30, 2026 (the “CFO Employment Agreement”);

WHEREAS, the parties hereto desire to extend the term of the CFO Employment Agreement and to add to and/or revise the terms and conditions of the CFO Employment Agreement; and

WHEREAS, the Parties hereto desire that all other terms and conditions of the CFO Employment Agreement not specifically amended hereby will remain in full force and effect;

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EXTENSION TO EMPLOYMENT AGREEMENT

This Extension to Employment Agreement (the “Extension”) effective as of July 1, 2026, between Anil R. Diwan, c/o NanoViricides, Inc., 1 Controls Drive, Shelton, CT 06484 (“Employee”), and NanoViricides, Inc., a corporation with offices at 1 Controls Drive, Shelton, CT 06484 (“the Company,” and collectively with the Employee, the “Parties”).

**WHEREAS, **the Parties entered into that certain Employment Agreement on July 11, 2018 which was extended and expired pursuant to its terms on June 30, 2026 (the “Employment Agreement”);

WHEREAS, the parties hereto desire to extend the term of the Employment Agreement and to add to and/or revise the terms and conditions of the Employment Agreement; and

WHEREAS, the Parties hereto desire that all other terms and conditions of the Employment Agreement not specifically amended hereby will remain in full force and effect;

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*CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

AMENDMENT NUMBER TEN TO LOAN AND SECURITY AGREEMENT

This Amendment Number Ten to Loan and Security Agreement (this “Amendment”) is entered into as of September 25, 2026 (the “Tenth Amendment Effective Date”), by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), [***], administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), as lead arranger (in such capacity, together with its successors and assigns in such capacity, the “Lead Arranger”), and as book runner (in such capacity, together with its successors and assigns in such capacity, the “Book

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September 24, 2026

Bluerock Acquisition Corp. II
919 Third Avenue
New York, New York 10022

Re: Initial Public Offering

Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Bluerock Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and BTIG, LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at

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BLUEROCK ACQUISITION CORP. II

919 Third Avenue
New York, New York 10022

September 24, 2026

JBA Asset Management LLC
39 West 37th Street, 15th Floor
New York, New York 10018

Re: Administrative Services Agreement

Ladies and Gentlemen:

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 “***

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BLUEROCK ACQUISITION CORP. II

919 Third Avenue
New York, New York 10022

September 24, 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) (su

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PRIVATE PLACEMENT WARRANTS AGREEMENT

THIS PRIVATE PLACEMENT WARRANTS AGREEMENT, dated as of September 24, 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-half 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. 333-297691) (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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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 24, 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- 297691 (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-half 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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PRIVATE PLACEMENT WARRANTS AGREEMENT

THIS PRIVATE PLACEMENT WARRANTS AGREEMENT, dated as of September 24, 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”).

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-half 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. 333-297691) (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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