Browse EX-10 agreements

JAOVI INC.

(the “Corporation”)

Minutes of a Meeting of the Directors of The Company Held on March 30, 2026

at Coopemangle Los Delfines Casa 94, Puerto Cortes de Osa, Puntarenas, 60504, Costa Rica

Present: Jorge Alberto Oviedo Mora

Jorge Alberto Oviedo Mora took the chair and acted as the Recording Secretary of the Meeting.

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Issuance of Shares

WHEREAS, the Corporation is authorized to issue shares of its capital stock pursuant to its Articles of Incorporation;

WHEREAS the subscriber has agreed to subscribe for and has paid for shares of common stock in the capital of the Company;

UPON MOTION, IT WAS RESOLVED that 2,000,000 shares of common stock in the capital of the Company subscribed for as follows at a price of $0.0001 per share be issued as fully paid and non-assessable to the subscriber:

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INDEMNIFICATION AGREEMENT

This Agreement, made and entered into effective as of [__], 2026 (“Agreement”), by and between Southern Cross Acquisition II Corp., a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).

WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgated have increased the potential for liability of officers and directors; and

WHEREAS, the board of directors of the Company (“Board”) has determined that the ability to attract and retain such persons is in the best interests of the Company’s shareholders; and

WHEREAS, it is reasonable, prudent and necessary for the Company to obligate itself contractually to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that such persons will serve or continue to serve the Company free from undue concern that they will not be adequately indemnified; and

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [__], 2026, by and among Southern Cross Acquisition II Corp., a Cayman Islands company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).

WHEREAS, the Investors and the Company desire to enter into this Agreement to provide the Investors with certain rights relating to the registration of the securities held by them as of the date hereof; and

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

1. DEFINITIONS. The following capitalized terms used herein have the following meanings:

“Agreement” means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2026, by and between Southern Cross Acquisition II Corp., a Cayman Islands corporation (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability trust company (the “Trustee”).

WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-[  ]) (the “Registration Statement”) and prospectus (the “Prospectus”), for its initial public offering of the Company’s units (the “Units”), each of which consists of one share of the Company’s ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), one warrant, each whole redeemable warrant entitling the holder to purchase one Ordinary Share (the “Warrants”), and one right to receive one-fourth (1/4) of an Ordinary Share upon the consummation of an initial business combination (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission (capita

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SECURITIES TRANSFER AGREEMENT

This Securities Transfer Agreement is dated as of [•], 2026 (this “Transfer”), by and among Southern Cross Acquisition II Sponsor Corp., a Cayman Islands exempted company (the “Seller”), Southern Cross Acquisition II Corp. , a Cayman Islands exempted company (the “Company”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).

WHEREAS, on the terms and subject to the conditions set forth in this Transfer, the Seller wishes to transfer to the Buyer ordinary shares, $0.0001 par value (“Ordinary Shares”) of the Company, a newly-organized blank check company, or special purpose acquisition company, formed for the purpose of effecting a merger, stock exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”), and the Buyer wish to purchase and receive such Initial Shares (as defined below) from the Seller.

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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.

PROMISSORY NOTE

Principal Amount: Up to U.S.$500,000	Effective as of May 26, 2026

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SECURITIES TRANSFER AGREEMENT

This Securities Transfer Agreement is dated as of [•], 2026 (this “Transfer”), by and among Southern Cross Acquisition II Sponsor Corp., a Cayman Islands exempted company (the “Seller”), Southern Cross Acquisition II Corp., a Cayman Islands exempted company (the “Company”), and Ally Tong Zhang, with an address at 14 Pitlochry Place, Highland Park, Auckland, New Zealand (the “Buyer”).

WHEREAS, on the terms and subject to the conditions set forth in this Transfer, the Seller wishes to transfer to the Buyer certain amount of ordinary shares, $0.0001 par value (“Ordinary Shares”) of the Company, a newly-organized blank check company, or special purpose acquisition company, formed for the purpose of effecting a merger, stock exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”), and the Buyer wish to purchase and receive such Initial Shares (as defined below) from the Seller.

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SOUTHERN CROSS ACQUISITION II CORP.

Maples Corporate Services Limited,

PO Box 309, Ugland House

Grand Cayman, KY1-1104, Cayman Islands

May 26, 2026

Southern Cross Acquisition II Sponsor Corp.

Maples Corporate Services Limited,

PO Box 309, Ugland House

Grand Cayman, KY1-1104, Cayman Islands

RE:	Securities Purchase Agreement

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Ladies and Gentlemen:

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FORM OF LETTER AGREEMENT

[__], 2026

Southern Cross Acquisition II Corp.

1412 Broadway, 21st Floor Suite 21V

New York, NY 10018

Re: Initial Public Offering

Ladies and Gentlemen:

This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Southern Cross Acquisition II Corp., a Cayman Islands company (the “Company”), and D. Boral Capital LLC, as representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Share”), one redeemable warrant, with each whole warrant to acquire one Ordinary Share (the “Warrants”), and one right to receive one-fourth (1/4) of one Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 14 hereof.

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PRIVATE UNIT SUBSCRIPTION AGREEMENT

BETWEEN THE REGISTRANT AND THE SPONSOR

Southern Cross Acquisition II Corp.

1412 Broadway, 21st Floor Suite 21V

New York, NY 10018

[__], 2026

Ladies and Gentlemen:

Southern Cross Acquisition II Corp. (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”), pursuant to a registration statement on Form S-1 (File No. 333-[  ]) (“Registration Statement”).

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SECURITIES TRANSFER AGREEMENT

This Securities Transfer Agreement is dated as of [•], 2026 (this “Transfer”), by and among Southern Cross Acquisition II Sponsor Corp., a Cayman Islands exempted company (the “Seller”), Southern Cross Acquisition II Corp. , a Cayman Islands exempted company (the “Company”), and Hongmei Zhao, with an address at 301, Unit 2, Building 35, Xianghaiyuan, Daxing District, Beijing, China (the “Buyer”).

WHEREAS, on the terms and subject to the conditions set forth in this Transfer, the Seller wishes to transfer to the Buyer ordinary shares, $0.0001 par value (“Ordinary Shares”) of the Company, a newly-organized blank check company, or special purpose acquisition company, formed for the purpose of effecting a merger, stock exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”), and the Buyer wish to purchase and receive such Initial Shares (as defined below) from the Seller.

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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation to Registration Statement on Form S-1, of our report dated March 25, 2026, of LEEF Brands, Inc. relating to the audits of the consolidated financial statements as of December 31, 2025 and 2024 and for the periods then ended and the reference to our firm under the caption “Experts” in the Registration Statement.

/s/ M&K CPA’s, PLLC

The Woodlands, TX

July 8, 2026