Browse EX-10 agreements

REGISTRATION RIGHTS AGREEMENT

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THIS REGISTRATION RIGHTS AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of July 1, 2026, is made and entered into by and among:

(i) IQM Quantum Computers Oyj (Finnish Business ID 2912625-6), a limited liability company (Fi. osakeyhtiö) incorporated under the laws of Finland (“Company”);

(ii) RAAQ Sponsor LLC, a Delaware limited liability company (the “Sponsor”); and

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STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement** **(this “Agreement”) is made as of July 1, 2026 (the “Effective Date”), by and among ReposiTrak, Inc., a Nevada corporation (“Buyer”) and WHB Services, Inc. Incentive Savings Plan and Trust (“Seller”) by William Bartels and Stella Bartels as Trustees.

.RECITALS

A.    The Seller is the record owner of Six Hundred Ninety-Three Thousand and Twenty-Five (693,025) shares of common stock of SPAR Group, Inc, a Delaware corporation (the “Company”) (the “Shares”), and desires to sell such Shares to the Buyer and to be paid for such Shares under the terms and conditions of this Agreement;

B.    The Seller and Buyer desire that the sale of the Shares will be null and void as to the Shares in the event the Buyer elects to terminate this Agreement prior to Closing Date (as defined below) under the terms and conditions of this Agreement; and

C.    The Buyer desires to purchase and acquire all of Seller’s right, title and interest in the Shares as specified in this Agreement.

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STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement** **(this “Agreement”) is made as of July 1, 2026 (the “Effective Date”), by and among ReposiTrak, Inc., a Nevada corporation (“Buyer”) and William Bartels, an individual (“Seller”).

RECITALS

A.    The Seller is the record owner of Four Million Sixteen Thousand Eight Hundred and Twelve (4,016,812) shares of common stock of SPAR Group, Inc, a Delaware corporation (the “Company”) (the “Shares”), and desires to sell such Shares to the Buyer and to be paid for such Shares under the terms and conditions of this Agreement;

B.    The Seller and Buyer desire that the sale of the Shares will be null and void as to the Shares in the event the Buyer elects to terminate this Agreement prior to Closing Date (as defined below) under the terms and conditions of this Agreement; and

C.    The Buyer desires to purchase and acquire all of Seller’s right, title and interest in the Shares as specified in this Agreement.

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*PROMISSORY NOTE (The “Note”)*

**Principal Amount: **$2,571,885

**Date: **July 1, 2026

FOR VALUE RECEIVED, the undersigned ("Maker"), promises to pay to the order of William Bartels ("Payee"), or its registered assigns, the principal sum of TWO MILLION FIVE HUNDRED SEVENTY-ONE THOUSAND EIGHT HUNDRED EIGHTY-FIVE DOLLARS ($2,571,885) (the "Principal"), together with interest on the unpaid Principal balance from time to time outstanding at the rate of six percent (6%) per annum (the "Interest Rate"), computed on the basis of a 365-day year and the actual number of days elapsed.

1.     Payment Schedule.

Subject to the terms and conditions of this Note, the Principal shall be due and payable in installments as follows:

(a)  $725,000.00, together with all accrued and unpaid interest thereon, shall be due and payable on the first (1st) anniversary of the date of this Note;

(b)  $725,000.00, together with all accrued and unpaid interest thereon, shall be due and payable on the second (2nd) anniversary of the date of this Note;

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Sam Sidhu President & CEO

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BLEICHROEDER ACQUISITION CORP. III

1345 Avenue of the Americas, Fl 47
New York, NY 10105

July 6, 2026

Bleichroeder Acquisition Corp. III

1345 Avenue of the Americas, Fl 47

New York, NY 10105

Bleichroeder Sponsor 3 LLC

1345 Avenue of the Americas, Fl 47

New York, NY 10105

Bleichroeder LP

1345 Avenue of the Americas, Fl 47

New York, NY 10105

	Re:	Services and Indemnification Agreement

Ladies and Gentlemen:

This services and indemnification agreement (this “Agreement”) is being entered into by and among Bleichroeder Acquisition Corp. III (the “Company”), Bleichroeder Sponsor 3 LLC (the “Sponsor”) and Bleichroeder LP, an affiliate of the Sponsor and certain directors and executive officers of the Company (“Bleichroeder”), as of the date hereof, to confirm our agreement that:

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INVESTMENT MANAGEMENT TRUST AGREEMENT

This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 6, 2026 by and between Bleichroeder Acquisition Corp. III, 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. 333-296923) (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-fourth of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (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;

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of July 6, 2026, by and between Bleichroeder Acquisition Corp. III, a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM”), and Clear Street LLC (“CS” and together with CCM, the “Subscribers” and each a “Subscriber”).

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July 6, 2026

Bleichroeder Acquisition Corp. III

1345 Avenue of the Americas, Fl 47

New York, NY 10105

Re: Initial Public Offering

Ladies and Gentlemen:

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Bleichroeder Acquisition Corp. III, a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 34,500,000 of the Company’s units (including up to 4,500,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-fourth of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to

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PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of July 6, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Bleichroeder Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), and Bleichroeder Sponsor 3 LLC, a Delaware limited liability company (the “Purchaser”).

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of one Class A Ordinary Share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and one-fourth of one redeemable warrant (a “Warrant”) to purchase one Ordinary Share (a “Warrant Share”) to be governed by the Warrant Agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”). Each whole Warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share. The Purchaser has agreed to purchase a

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REGISTRATION RIGHTS AGREEMENT

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THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 6, 2026, is made and entered into by and among Bleichroeder Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), Bleichroeder Sponsor 3 LLC, a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM”) and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor, CCM 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

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Certain information has been omitted from this exhibit because it is both not material and is the type that the Company treats as private or confidential. Omissions are marked as “[***]”.

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July 6, 2026

Via E-mail

INERGX Energy Optimisation Ltd

27 Old Gloucester Street,

London, England, WC1N 3AX

Dear Directors:

This letter of intent (this “Letter”) summarizes the principal terms of a proposal being considered by Nocera, Inc., a Nevada corporation (NASDAQ: NCRA) (the “Buyer” or “NCRA”), regarding its proposed acquisition of a non-controlling interest in INERGX Energy Optimisation Ltd, a company incorporated in England and Wales (company number 16189425) (the “Target” or “INERGX”). The Buyer’s proposed acquisition of Target is referred to as the “Transaction” and the Buyer and the Target are referred to collectively as the “Parties.”

	I.	Structure.

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