Browse EX-10 agreements

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 24, 2026, is made and entered into by and among Bluerock Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Bluerock Acquisition Holdings II, LLC, a Delaware limited liability company (the “Sponsor”), BTIG, LLC (the “Representative”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and the Representative and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

RECITALS

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UNSECURED SUBORDINATED CONVERTIBLE PROMISSORY NOTE

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

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AMENDMENT TO PROMISSORY NOTE

THIS AMENDMENT TO PROMISSORY NOTE (this “Amendment”) is made and entered into as of September 25, 2026, by and between Vivasor, Inc., a Delaware corporation (the “Company”), and Scilex Holding Company,a Delaware corporation (the “Holder”).

RECITALS

Whereas,the Company issued a promissory note to Holder on August 8, 2026 with a maximum credit amount of up to $20,000,000 (the “Note”); and

Whereas,the Company and Holder wish to increase the maximum credit amount of the Note to $30,000,000.

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

AMENDMENT

1.

AMENDMENT OF Note. Effective as of the date of this Amendment, all references to “$20,000,000” in the Note are hereby amended and restated to read “$30,000,000.”

2.

MISCELLANEOUS.

A.

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LA ROSA HOLDINGS CORP.

BOARD OF DIRECTORS AGREEMENT

This BOARD OF DIRECTORS AGREEMENT (“Agreement”) by and between LA ROSA HOLDINGS CORP., a Nevada corporation (the “Company”), and the undersigned signatory (the “Director”), provides for director services and shall become effective on September 24, 2026 (the “Effective Date”), according to the following terms and conditions:

	I.	Services Provided

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**AMENDMENT NO. 2 TO THE
CADRENAL THERAPEUTICS, INC.
2022 SUCCESSOR EQUITY INCENTIVE PLAN
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Dated: September 24, 2026

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WHEREAS, the Board of Directors (the “Board”) of Cadrenal Therapeutics, Inc. (the “Company”) heretofore established the Cadrenal Therapeutics, Inc. 2022 Successor Equity Incentive Plan, as amended (the “Plan”); and

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WHEREAS, the Board desires to amend the Plan to increase the maximum number of shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) available for grants of Awards thereunder by 323,542 shares to 1,000,000 shares (this “Amendment No. 2”);

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WHEREAS, Section 18 of the Plan authorizes the Board to amend the Plan, subject to stockholder approval to the extent that such approval is desired or required by applicable law; and

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WHEREAS, the Board has approved and authorized this Amendment No. 2 to the Plan and has recommended that the stockholders of the Company approve this Amendment No. 2.

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ExecutionVersion

FOURTHAMENDMENTTOLOANANDSECURITYAGREEMENT ANDJOINDER

This FOURTH AMENDMENT AND JOINDER (this “Amendment”) to the Loan and SecurityAgreementreferencedbelowisenteredintoasofSeptember24,2026,byandamongLAGO EVERGREEN SPE, LLC, a Delaware limited liability company, as borrower (the “Borrower”), LAGO EVERGREEN CREDIT (f/k/a LAGO EVERGREEN CREDIT, LLC, a Delaware limited liability company), a Delaware statutory trust, as servicer (the “Servicer”) and as originator (the “Originator”), LAGO ASSET MANAGEMENT, LLC, a Delaware limited liability company, as investmentmanager(the“InvestmentManager”andcollectivelywiththeBorrower,theServicerand the Originator, each individually a “Lago Party” and collectively the “Lago Parties”), KEYBANK NATIONAL ASSOCIATION, as syndication agent (the “Syndication Agent”), as agent for the Lenders (the “Agent”) and as a lender, Axos Bank, as a lender (together with KeyBank National Association,the“ExistingLenders”),andMUFGBank,Ltd.asanewlender(the“NewLender”and togetherwiththeExistingLenders,the“Lenders”).Capitalizedtermsusedbutnototherwisedefined

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AMENDED AND RESTATED OPERATING AGREEMENT

THIS AMENDED AND RESTATED OPERATING AGREEMENT is made as of September 28, 2026, by and between Monroe Capital Asset-Backed Finance Company, LP, a Delaware series limited partnership (the “Partnership”), and MONROE CAPITAL ASSET FINANCE ADVISORS, LLC, a Delaware limited liability company (together with its permitted assignees, the “Operating Manager”).

WHEREAS, the Partnership and the Operating Manager have entered into that certain Operating Agreement, dated as of July 17, 2026 (the “Existing Operating Agreement”);

WHEREAS, the Partnership and the Operating Manager desire to amend and restate the Existing Operating Agreement in its entirety;

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AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated as of September 24, 2026, is made by and among BayFirst Financial Corp., a Florida corporation (the “Company”), BayFirst National Bank, a national association and wholly-owned subsidiary of the Company (the “Bank” and collectively, with the Company, the “Employer”), and Scott J. McKim, a resident of Florida (the “Executive”).

The Company and the Bank shall employ the Executive as its Executive Vice President and Chief Financial Officer. The Employer desires to provide for the employment of the Executive in such capacities, which the Employer has determined will reinforce and encourage the dedication of the Executive to the Employer and will promote the best interests of the Bank, the Company, and the Company’s shareholders. The Executive is willing to serve the Employer in such capacities, on the terms and conditions herein provided. Certain capitalized terms used in this Agreement are defined in Section 20 hereof.

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AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated as of September 24, 2026, is made by and among BayFirst Financial Corp., a Florida corporation (the “Company”), BayFirst National Bank, a national association and wholly-owned subsidiary of the Company (the “Bank” and collectively, with the Company, the “Employer”), and Robin L. Oliver, a resident of Florida (the “Executive”).

The Company and the Bank shall employ the Executive as its Executive Vice President and Chief Operating Officer. The Employer desires to provide for the employment of the Executive in such capacities, which the Employer has determined will reinforce and encourage the dedication of the Executive to the Employer and will promote the best interests of the Bank, the Company, and the Company’s shareholders. The Executive is willing to serve the Employer in such capacities, on the terms and conditions herein provided. Certain capitalized terms used in this Agreement are defined in Section 20 hereof.

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Dated 24 September 2026

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Supplemental Agreement

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**Between **

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TREASURE GLOBAL INC.

**(Registration No. 7908921) **

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(“the Company”)

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And

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MESTIZ TECHNOLOGY SDN BHD

**[Company Registration No. 200901010248 (853264-U)] **

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(“the Developer”)

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**THIS SUPPLEMENTAL AGREEMENT **(“Supplemental Agreement”) is made on 24 September 2026 (“Effective Date”).

BETWEEN

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TREASURE GLOBAL INC (Registration No. 7908921), a company incorporated in the State of Delaware and having an address for service at 276, 5th Avenue, Suite 704 #739, New York, NY 10001 (the “Company”) of the one part;

AND

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NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE 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. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

SERIES [F][G] ORDINARY SHARE PURCHASE WARRANT

SILEXION THERAPEUTICS CORP

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NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE 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. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

PLACEMENT AGENT ORDINARY SHARE PURCHASE WARRANT

SILEXION THERAPEUTICS CORP

Warrant Shares: _______	Issue Date: September 29, 2026

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