Browse EX-10 agreements

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Exhibit 10.8

BLUEROCK ACQUISITION CORP. II

919 Third Avenue

New York, New York 10022

February 13, 2026

Bluerock Acquisition Holdings II, LLC

919 Third Avenue

New York, New York 10022

RE:Amended and Restated Securities Subscription Agreement

Ladies and Gentlemen:

WHEREAS, on October 21, 2025, Bluerock Acquisition Corp. II (formerly known as Bluerock Crunch Investment Corp.), a Cayman Islands exempted company (the “Company”, “we” or “us”), accepted the offer made by Bluerock Acquisition Holdings II, LLC (formerly known as Bluerock Crunch Acquisition Holdings, LLC), a Delaware limited liability company (“Subscriber” or “you”), pursuant to that certain Securities Subscription Agreement (the “Original Subscription Agreement”) to purchase 7,666,667 Class B ordinary shares of the Company, of $0.0001 par value per share (the “Shares”), up to 1,000,000 of which were subject to surrender and cancellation by Subscriber to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of on

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BLUEROCK ACQUISITION CORP. II

919 Third Avenue

New York, New York 10022

[●], 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) (such earlier date hereinafter referr

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PRIVATE PLACEMENT WARRANTS AGREEMENT

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THIS PRIVATE PLACEMENT WARRANTS AGREEMENT, dated as of [●], 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”).

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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-third 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-[●]) (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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Exhibit 10.4

PRIVATE PLACEMENT WARRANTS AGREEMENT

THIS PRIVATE PLACEMENT WARRANTS AGREEMENT, dated as of [●], 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-third 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-[●]) (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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INDEMNITY AGREEMENT

This INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2026, by and between Bluerock Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and *                      * (“Indemnitee”).

RECITALS

WHEREAS, highly competent persons have become more reluctant to serve publicly-held companies as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such companies;

WHEREAS, the board of directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will use commercially reasonable efforts to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries, if any, from certain liabilities;

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 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-[●] (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-third 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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THIS AMENDED AND RESTATED PROMISSORY NOTE (THE “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

AMENDED AND RESTATED

PROMISSORY NOTE

Principal Amount: $300,000	Dated as of June 30, 2026

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Exhibit 10.10

BLUEROCK ACQUISITION CORP. II

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919 Third Avenue

New York, New York 10022

[●], 2026

JBA Asset Management LLC

39 West 37th Street, 15th Floor

New York, New York 10018

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Re: Administrative Services Agreement

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Ladies and Gentlemen:

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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 “Terminati

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REGISTRATION RIGHTS AGREEMENT

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THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 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”).

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RECITALS

WHEREAS, the Company has 5,750,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), issued and outstanding, which are held by the Holders, up to 750,000 of which will be surrendered to the Company for no consideration depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment option;

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[●], 2026

Bluerock Acquisition Corp. II

919 Third Avenue

New York, New York 10022

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Re: Initial Public Offering

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Ladies and Gentlemen:

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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-third of one redeemable warrant. Each whole warrant (each a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustments as

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***EMPLOYMENT AGREEMENT ***

This **EMPLOYMENT AGREEMENT *****(“Agreement”) ***is dated as of October 17, 2024 (the ***“Commencement Date”) ***by and between Hypergiant Industries Inc. (the ***“Company”), ***and Tim Paulin (the ***“Employee”) ***(each individually a ***“Party” ***and collectively the “Parties”).

**WHEREAS, **Employee and the Company desire to enter into this Agreement, and Employee is willing to continue Employee’s employment on the terms hereinafter set forth in this Agreement.

**NOW, THEREFORE, **the Parties hereby agree as follows:

§ 1. **EMPLOYMENT. **The Company hereby employs Employee as Chief Financial Officer of the Company and Accelint or in any other role to which Employee may be assigned from time to time, and Employee hereby accepts employment, upon the terms and subject to the conditions hereinafter set forth.

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December 19, 2025

***BY ELECTRONIC DELIVERY ***

	Re:	Transaction Bonus

Dear Matt:

Vitesse Systems Parent LLC (the “Company”) is pleased to inform you that in recognition of your contributions to the Company and to its direct and indirect parents and subsidiaries (collectively, the “Company Group”) and, you are eligible to receive a special one-time bonus in the amount of $800,000.00 (the “Transaction Bonus”), subject to and in accordance with the terms of this letter agreement (this “Agreement”). Capitalized terms not otherwise defined herein have the meanings ascribed to such term in the Amended and Restated Limited Liability Company Agreement of TCFII NHT LLC (the “Parent”), dated as of December 26, 2018, as may be amended, restated, supplemented or otherwise modified from time to time (the “Parent LLCA”).

**Transaction Bonus **

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