Browse EX-10 agreements

FIRST AMENDMENT TO LETTER OF INTENT

(Acquisition of Skycore Digital LLC by Z Squared Inc.)

This First Amendment to Letter of Intent (this “Amendment”) is effective as of **June 30, 2026 **(the “Amendment Effective Date”), by and among Z Squared Inc., a Delaware corporation (the “Buyer”), MN Data Centers JV LLC, a Delaware limited liability company (“MN Data Centers”), and Claw Holdings, LLC, a North Carolina limited liability company (“Claw” and, together with MN Data Centers, the “Sellers”). The Buyer and the Sellers are referred to herein collectively as the “Parties” and each individually as a “Party.”

RECITALS

WHEREAS, the Parties entered into that certain Letter of Intent, dated as of April 28, 2026 (the “LOI”), setting forth the principal terms and conditions upon which the Buyer proposes to acquire one hundred percent (100%) of the issued and outstanding membership interests of Skycore Digital LLC, a North Carolina limited liability company;

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MDWERKS, INC.

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Independent Director Agreement

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Jeff Hopmayer

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Dated as of June 26, 2026

This Independent Director Agreement (this “Agreement”), dated and made effective as of the date first set forth above (the “Effective Date”), is entered into by and between MDWerks, Inc., a Delaware Corporation (the “Company”), and Jeff Hopmayer (the “Director”). The Company and Director may be referred to herein individually as a “Party” or collectively as the “Parties”.

WHEREAS, the Company has appointed the Director to the Board of Directors of Company (the “Board”) on the Effective Date and now desires to enter into an agreement with the Director with respect to Director’s service as a director of Company; and

WHEREAS, the Director is willing to serve as a director of Company upon the terms and conditions set forth herein and in accordance with the provisions of this Agreement.

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**PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED BECAUSE IT IS NOT MATERIAL AND OF A TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH REDACTED PORTIONS ARE INDICATED WITH “[***].” **

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 10, 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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**RECITALS **

A. The Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.

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AMENDMENT NO. 2 TO THE LOAN AGREEMENT

THIS AMENDMENT NO. 2 TO THE LOAN AGREEMENT, dated as of July 8, 2026 (this “Second Amendment Agreement”), amends the loan agreement, dated as of March 15, 2026 (as amended from time to time, the “Loan Agreement”), by and between BSTR Newco, LLC, a Delaware limited liability company (“Payor”) and BSTR Holdings (Cayman), a Cayman Islands limited liability company (“Payee”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Loan Agreement.

RECITALS

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WHEREAS, the Payor and the Payee entered into the Loan Agreement, pursuant to which the Payor promised to pay to the Payee a Principal Sum of $2,500,000, together with interest and other fees, expenses and charges as provided therein; and

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WHEREAS, on June 3, 2026, the Payor and the Payee entered into that certain amendment to the Loan Agreement, pursuant to which the parties have increased the Principal Sum by an additional $1,1000,000, from $2,500,000 to $3,600,000 (the “First Additional Principal Amount”).

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Execution Version US-DOCS\167976155.16 SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of July 2, 2026 ______________________________________________________________________________ DXP ENTERPRISES, INC., DXP HOLDINGS, INC., APO PUMPS & COMPRESSORS, LLC, CARTER & VERPLANCK, LLC, CISCO AIR SYSTEMS, INC., MID ATLANTIC STORAGE SYSTEMS, LLC, PREMIERFLOW, LLC, PUMP SOLUTIONS, LLC, KAPPE ASSOCIATES, INC., PRO-SEAL, INCORPORATED, and ARROYO PROCESS EQUIPMENT, LLC, as U.S. Borrowers DXP CANADA ENTERPRISES LTD., INDUSTRIAL PARAMEDIC SERVICES LTD., HSE INTEGRATED LTD., and NATIONAL PROCESS EQUIPMENT INC., as Canadian Borrowers THE OTHER PERSONS PARTY HERETO FROM TIME TO TIME, as Guarantors ______________________________________________________________________________ BANK OF AMERICA, N.A., as Agent and CERTAIN FINANCIAL INSTITUTIONS, as Lenders _______________________________________\

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THIS PROMISSORY NOTE (“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.

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PROMISSORY NOTE

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Principal Amount: US$8,253.03

Dated: July 7, 2026

New York, New York

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FOUNDER’S SUPPORT AGREEMENT

FOUNDER’S SUPPORT AND LOCK-UP AGREEMENT AND DEED, dated as of July 9, 2026 (this “Agreement”), among HCC Healthcare Pte. Ltd., a Singapore private company limited by shares, with company registration number 202540273K (the “Company”), RF Acquisition Corp. III, a Cayman Islands exempted company with limited liability (“Acquiror”), and Alfa 30 Limited, a Cayman Islands exempted company (“Founder”).

WHEREAS, the Company, Acquiror, and HCC Merger Sub Limited, a Cayman Islands exempted company with limited liability and a direct wholly-owned Subsidiary of the Company (“Merger Sub”), are concurrently herewith entering into a Business Combination Agreement (as the same may be amended, restated or supplemented, the “Business Combination Agreement”) providing for (a) the Recapitalization of the Company and (b) the merger of Acquiror with and into Merger Sub (the “Merger”) with Merger Sub surviving as the “Surviving Company” and continuing as a wholly owned Subsidiary of the Company;

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COMPANY HOLDERS SUPPORT AND LOCK-UP AGREEMENT AND DEED

COMPANY HOLDERS SUPPORT AND LOCK-UP AGREEMENT AND DEED, dated as of July 9, 2026 (this “Agreement”), among HCC Healthcare Pte. Ltd., a Singapore private company limited by shares, with company registration number 202540273K (the “Company”), RF Acquisition Corp III, a Cayman Islands exempted company with limited liability (“Acquiror”), and each of the Persons listed on Schedule A to this Agreement (each, a “Shareholder”).

WHEREAS, the Company, Acquiror, and HCC Merger Sub Limited, a Cayman Islands exempted company with limited liability and a direct wholly-owned Subsidiary of the Company (“Merger Sub”), are concurrently herewith entering into a Business Combination Agreement (as the same may be amended, restated or supplemented, the “Business Combination Agreement”) providing for (a) the Recapitalization of the Company and (b) the merger of Acquiror with and into Merger Sub (the “Merger”) with Merger Sub surviving as the “Surviving Company” and continuing as a wholly owned Subsidiary of the Company;

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FORM OF REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●] is made and entered into by and among (i) HCC Healthcare Pte. Ltd., a Singapore private company limited by shares, with company registration number 202540273K (the “Company”); (ii) Alfa 30 Limited, a Cayman Islands exempted company limited by shares (the “Founder”); (iii) certain holders of securities of RF Acquisition Corp III designated as Founder Equityholders on Schedule A hereto (collectively, the “Founder Equityholders”); (iv) EarlyBirdCapital, Inc. (“EBC”), and (v) the equityholders designated as Company Equityholders on Schedule B hereto (collectively, the “Company Equityholders” and, together with the Founder, Founder Equityholders, EBC, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and each individually a “Holder”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such t

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STOCK PURCHASE AGREEMENT

BY AND AMONG

INTERACTIVESTRENGTH INC.,

STEPR, INC.,

THE SELLER (AS DEFINED HEREIN),

THE INDIRECT EQUITYHOLDERS (AS DEFINED HEREIN),

THE SUPPORTING PARTIES (AS DEFINED HEREIN),

AND

THE SELLER REPRESENTATIVE (AS DEFINED HEREIN)

DATED July 7, 2026

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EXECUTION VERSION 1 THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 7, 2026 (this “Agreement”) by and among Everforth, Inc. (formerly known as ASGN Incorporated), a Delaware corporation (the “Borrower”), each Lender party hereto (including, without limitation, each New Lender (as defined below), each Departing Lender (as defined below) and the Revolving Credit Lenders), and Wells Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), which amends that certain Third Amended and Restated Credit Agreement dated as of August 31, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”; and the Existing Credit Agreement as amended by this Agreement, the “Amended Credit Agreement”), by and among the Borrower, the Lenders from time to time party thereto and the Administrative Agent. With respect to this Agreement and the transactions contemplated

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