Browse EX-10 agreements

COMPANY SUPPORT AGREEMENT

This COMPANY SUPPORT AGREEMENT (this “Agreement”) is effective as of the signing date of the Business Combination Agreement, 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 Closing) (the “Purchaser”), Bitonic Technology Labs Inc. d/b/a Yellow.ai, a Delaware corporation (the “Company”), and those Persons set forth on Schedule A hereto who have executed this Agreement or a counterpart hereof (each a “Stockholder”). Each of Purchaser, the Company and the Stockholder are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).

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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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**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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***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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**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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Certain information has been redacted in accordance with Item 601(b)(10)(iv) of Regulation S-K because such information (i) is not material and (ii) is the type of information the registrant treats as private or confidential. Information that has been so redacted from this exhibit has been marked with “[***]” to indicate the omission.

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 31, 2026, is by and among La Rosa Holdings Corp., a Nevada corporation with offices located at 1420 Celebration Blvd., 2nd Floor, Celebration, Florida 34747 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

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Beacon Financial Corporation

Equity Award Treatment Upon Retirement (“Good Leaver”) Policy

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	I.	Purpose

The purpose of this policy is to establish a formal framework governing the treatment of outstanding equity awards upon retirement for eligible executives of Beacon Financial Corporation (the “Company”). This policy is intended to support orderly leadership transitions, reinforce long-term alignment with shareholders, and promote retention and risk management through continued adherence to post-employment obligations.

	II.	Scope and Eligibility

This policy applies to members of the Management Committee of the Company and other key employees selected by the Compensation Committee of the Board of Directors (the “Committee”), as listed in Exhibit A. The Committee retains discretion to extend or limit application of this policy as it deems appropriate.

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INDEPENDENT DIRECTOR AGREEMENT

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**THIS INDEPENDENT DIRECTOR AGREEMENT **(this “Agreement”), dated as of August 1, 2026, is by and between Etoiles Capital Group Co., Ltd, a company incorporated under the laws of the Cayman Islands (the “Company”), and Nancy Yang, an individual (the “Director”) and shall become effective on the date this Agreement (the “Effective Date”).

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RECITALS

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WHEREAS, the Company desires to appoint the Director to serve on the Company’s board of directors (the “Board”) and the Director desires to accept such appointment to serve on the Board; and

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WHEREAS, the Director may be appointed to serve as a member or chair of one or more committees of the Board.

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AGREEMENT

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SUPPLEMENTAL INDENTURE

THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 31, 2026, by and among INNOVATE Corp. (f/k/a HC2 Holdings, Inc.), a Delaware corporation (the “Company”), the subsidiary guarantors party to the Indenture referred to below (the “SubsidiaryGuarantors”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) and collateral trustee (the “Collateral Trustee”) under the Indenture referred to below.

W I T N E S S E T H

WHEREAS, the Company and Subsidiary Guarantors have heretofore executed and delivered to the Trustee and the Collateral Trustee an indenture (as amended and supplemented from time to time, the “Indenture”), dated as of August 4, 2025, providing for the issuance of 10.500% Senior Secured Notes due 2027 (the “Notes”), as supplemented by that certain First Supplemental Indenture, dated as of May 29, 2026;

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SUPPLEMENTAL INDENTURE

THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 31, 2026, by and among INNOVATE Corp. (f/k/a HC2 Holdings, Inc.), a Delaware corporation (the “Company”), the subsidiary guarantors party to the Indenture referred to below (the “SubsidiaryGuarantors”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) and collateral trustee (the “Collateral Trustee”) under the Indenture referred to below.

W I T N E S S E T H

WHEREAS, the Company and Subsidiary Guarantors have heretofore executed and delivered to the Trustee and the Collateral Trustee an indenture (as amended and supplemented from time to time, the “Indenture”), dated as of August 4, 2025, providing for the issuance of 9.5% Convertible Senior Secured Notes due 2027 (the “Notes”), as supplemented by that certain First Supplemental Indenture, dated as of May 29, 2026;

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AMENDMENT OF AMENDED AND RESTATED SENIOR SECURED PROMISSORY NOTE

This Amendment of Amended and Restated Senior Secured Promissory Note (this “Amendment”), dated effective as of July 31, 2026 (the “Effective Date”), is entered into by and between R2 Technologies, Inc., a Delaware corporation (the “Company”), and Lancer Capital LLC (“Investor”). Capitalized terms used herein, but not otherwise defined herein, shall have the meaning assigned to them in the Note (as defined below).

RECITALS

WHEREAS, the Company and Investor are parties to that certain Amended and Restated Senior Secured Promissory Note, dated as of August 4, 2025 (the “Note”); and

WHEREAS, the Company and the undersigned Investors desire to amend the Note to extend the Maturity Date as provided herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and for other valuable consideration the receipt of which is hereby acknowledged, the Company and Investor hereby agree as follows:

1.    Maturity Date. Section 1(c)(i) of the Note is hereby amended to read “December 31, 2026.”

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CONFIRMATION LETTER

Jonathan Dale [_______________]

Re: Confirmation of Terms of Employment

Dear Mr. Dale:

On behalf of Avidbank, a California banking association (the “Bank”), I am pleased to confirm the following terms and conditions of your employment.

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