Browse EX-10 agreements

THIS DOCUMENT WAS DRAFTED BY

AND WHEN RECORDED RETURN TO:

Tyler K. Olson, Esq.

Fox Rothschild LLP

33 South Sixth Street, Suite 3600

Minneapolis, MN 55402-3338

(612) 607-7000

(Space Above For Recorder’s Use)

***AMENDED AND RESTATED MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS, FIXTURE FINANCING STATEMENT ***

AND NOTICE OF FUTURE ADVANCE

** **

NOTICE TO RECORDER: THIS INSTRUMENT SECURES AN AMENDED AND RESTATED PROMISSORY NOTE (THE “A&R NOTE”) IN THE ORIGINAL PRINCIPAL AMOUNT OF $69,000,000.00 DATED AS OF EVEN DATE HEREWITH, BY BLOCK 40 PROPERTY, LLC, A DELAWARE LIMITED LIABILITY COMPANY (THE “BORROWER”) IN FAVOR OF VMC CRE MASTER LENDING UPPER REIT LLC, A DELAWARE LIMITED LIABILITY COMPANY (“LENDER”). THE A&R NOTE AMENDS, RESTATES AND RENEWS THAT CERTAIN AMENDED AND RESTATED PROMISSORY NOTE IN THE PRINCIPAL AMOUNT OF $84,000,000.00 DATED AS OF JUNE 1, 2022 (THE “PRIOR NOTE”), EXECUTED BY BORROWER IN FAVOR OF DEUTSCHE BANK AG, NEW YORK BRANCH (“DEUTSCHE”), as such Original Note was as

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**LOAN AGREEMENT **

**Between **

** **

**BLOCK 40 PROPERTY, LLC, **

**a Delaware limited liability company,
as Borrower **

** **

**and **

**VMC CRE MASTER LENDING UPPER REIT LLC,
a Delaware limited liability company,
as Lender


**Entered into as of July 24, 2026

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**MEZZANINE LOAN AGREEMENT **

**Between **

** **

**BLOCK 40 HOLDCO LLC, **

**a Delaware limited liability company,
as Borrower **

** **

**and **

**1818 MEZZ LENDER LLC,
a Delaware limited liability company,
as Lender


**Entered into as of July 24, 2026

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DOCUMENTARY STAMP TAXES, AS REQUIRED BY FLORIDA LAW, WERE PREVIOUSLY PAID IN CONNECTION WITH THE INDEBTEDNESS EVIDENCED BY THAT CERTAIN AMENDED AND RESTATED PROMISSORY NOTE IN THE PRINCIPAL AMOUNT OF $84,000,000.00 DATED AS OF JUNE 1, 2022 (THE “PRIOR NOTE”), EXECUTED BY BORROWER IN FAVOR OF DEUTSCHE BANK AG, NEW YORK BRANCH (“DEUTSCHE”) AND EVIDENCE OF SUCH PAYMENT IS AFFIXED TO THAT CERTAIN AMENDED AND RESTATED MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING EXECUTED BY BORROWER IN FAVOR OF DEUTSCHE, DATED JUNE 1, 2022, RECORDED AS INSTRUMENT NO. 118200871, IN THE OFFICIAL RECORDS OF BROWARD COUNTY, FLORIDA. THIS NOTE EVIDENCES A RENEWAL, AMENDMENT AND RESTATEMENT OF SUCH INDEBTEDNESS, WITH NO NEW OBLIGORS, AND NO ADDITIONAL PRINCIPAL BALANCE IS BEING ADVANCED HEREUNDER. THEREFORE, NO ADDITIONAL FLORIDA DOCUMENTARY STAMP TAX IS DUE, PURSUANT TO SECTION 201.09, FLORIDA STATUTES.

AMENDED AND RESTATED PROMISSORY NOTE

** **

$69,000,000.00

Date: July 24, 2026

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MEZZANINE HAZARDOUS MATERIALS INDEMNITY AGREEMENT

THIS MEZZANINE HAZARDOUS MATERIALS INDEMNITY AGREEMENT (“Indemnity”) is given as of July 24, 2026, by BLOCK 40 HOLDCO LLC, a Delaware limited liability company (“Borrower”), and STEWARDS, INC., a Nevada corporation, SHAUN A. QUIN, an individual, GLEN STEWARD, an individual, CHARLES R. ABELE, an individual, and PETER J. JAGO, an individual (individually and collectively, as context may require, “Guarantor”, and together with Borrower, individually and collectively, “Indemnitor”), to 1818 MEZZ LENDER LLC, a Delaware limited liability company (together with its successors and/or assigns, “Lender”).

RECITALS

A.                Pursuant to the terms of that certain Mezzanine Loan Agreement of even date herewith by and between Borrower and Lender (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”), Lender has agreed to loan to Borrower the principal sum of up to $10,000,000 (“Loan”) for the purposes specified in the Loan Agreement.

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MEZZANINE SUBORDINATION OF MANAGEMENT AGREEMENT

This MEZZANINE SUBORDINATION OF MANAGEMENT AGREEMENT (this “Subordination”) is made as of July 24, 2026, by BLOCK 40 HOLDCO LLC, a Delaware limited liability company (“Borrower”) and 1818 MEZZ LENDER LLC, a Delaware limited liability company (together with its successors and/or assigns, “Lender”), and is consented and agreed to by CROWN RESIDENTIAL LLC, a Florida limited liability company (“Agent”).

RECITALS

A.                Pursuant to the terms of that certain Mezzanine Loan Agreement of even date herewith by and between Borrower and Lender (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Loan Agreement”), Lender has agreed to loan to Borrower the principal sum of up to $10,000,000.00 (“Loan”) for the purposes specified in the Loan Agreement.

B.                 Borrower is the owner of 100% of the equity interests in Mortgage Borrower, which it has pledged to Lender as security for the Loan pursuant to the Pledge and Security Agreement.

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NOTE PURCHASE AGREEMENT

(Aggregate Principal Amount: $5,000,000)

THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of July [*], 2026, by and among Stewards, Inc., a Nevada corporation (the “Company”), and the persons and entities listed on the schedule of investors attached hereto as Schedule I (each an “Investor” and, collectively, the “Investors”).

RECITALS

A. On the terms and subject to the conditions set forth herein, each Investor is willing to purchase from the Company, and the Company is willing to sell to such Investor, a Secured Convertible Promissory Note in the principal amount set forth opposite such Investor’s name on Schedule I hereto, together with a Common Stock Purchase Warrant.

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MEZZANINE SUBORDINATION OF ASSET MANAGEMENT AGREEMENT

This MEZZANINE SUBORDINATION OF MANAGEMENT AGREEMENT (this “Subordination”) is made as of July 24, 2026, by BLOCK 40 HOLDCO LLC, a Delaware limited liability company (“Borrower”) and 1818 MEZZ LENDER LLC, a Delaware limited liability company (together with its successors and/or assigns, “Lender”), and is consented and agreed to by GCF DEVELOPMENT, LLC, a Florida limited liability company (“Agent”).

RECITALS

A.                Pursuant to the terms of that certain Mezzanine Loan Agreement of even date herewith by and between Borrower and Lender (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Loan Agreement”), Lender has agreed to loan to Borrower the principal sum of up to $10,000,000.00 (“Loan”) for the purposes specified in the Loan Agreement.

B.                 Borrower is the owner of 100% of the equity interests in Mortgage Borrower, which it has pledged to Lender as security for the Loan pursuant to the Pledge and Security Agreement.

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PLEDGE AND SECURITY AGREEMENT

This PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of July 24, 2026 is made by BLOCK 40 HOLDCO LLC, a Delaware limited liability company, having an address at c/o Stewards, Inc., 4300 N. University Drive, Suite D105, Lauderhill, FL 33351 (“Borrower”), to 1818 MEZZ LENDER LLC, a Delaware limited liability company, having an address at c/o CCL Capital, 420 Lexington Avenue, Suite 2100, New York, NY 10170 (together with its successors and assigns, “Lender”).

Recitals:

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THIS DOCUMENT WAS DRAFTED BY

AND WHEN RECORDED RETURN TO:

Tyler K. Olson, Esq.

Fox Rothschild LLP

33 South Sixth Street, Suite 3600

Minneapolis, MN 55402-3338

(612) 607-7000

ASSIGNMENT OF LEASES AND RENTS

THIS ASSIGNMENT OF LEASES AND RENTS (“Assignment”), is made as July 24, 2026, by BLOCK 40 PROPERTY, LLC, a Delaware limited liability company (“Borrower”), as assignor, for the benefit of VMC CRE MASTER LENDING UPPER REIT LLC, a Delaware limited liability company (together with its successors and/or assigns, “Lender”), as assignee.

RECITALS

A.       This Assignment is given to secure a loan (the “Loan”) made by Lender to Borrower pursuant to that certain Loan Agreement of even date herewith between Borrower and Lender (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Loan Agreement”) and evidenced by that certain Note (as defined in the Loan Agreement) and secured by, among other things, the Security Instrument (as defined in the Loan Agreement).

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ACKNOWLEDGEMENT AND CONSENT

Block 40 Property, LLC, a Delaware limited liability company (individually and/or collectively, as the context may suggest or require, the “Mortgage Borrower”), hereby acknowledges receipt of a copy of that certain Pledge and Security Agreement, dated as of the date hereof, by Borrower in favor of Lender (the “Pledge Agreement”) and acknowledges that Borrower is bound thereby. Terms used herein but not otherwise defined herein shall have the respective meanings ascribed to them in the Pledge Agreement.

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THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE 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 APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION UNDER SUCH LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT.

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CONVERTIBLE PROMISSORY NOTE

$25,000,000.00 (the “Available Amount”

as adjusted in accordance with the terms herein)

July 27, 2026 (the “Closing Date”)

FOR VALUE RECEIVED, HOPCO Intermediate Holdings II, Inc., a Delaware corporation (the “Issuer”), promises to pay to STEWARDS, INC. (the “Holder”), the Repayment Amount (as defined below) of this Convertible Promissory Note (this “Note”) calculated in accordance with Section 3 of this Note.

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