Browse EX-10 agreements

THIRTEENTH AMENDMENT TO THE

FOURTHAMENDEDANDRESTATEDAGREEMENTOFLIMITEDPARTNERSHIP OF

SUNCOMMUNITIESOPERATINGLIMITEDPARTNERSHIP

ThisThirteenthAmendmenttotheFourthAmendedandRestatedagreementof LimitedPartnershipofSunCommunitiesOperatingLimitedPartnership (this “Amendment”) is made and entered into on October 1, 2026 (the “Effective Date”), by SUN COMMUNITIES,INC.,aMarylandcorporation(the“GeneralPartner”),asthegeneralpartnerandowner of more than 50% of the Common OP Units of SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP, a Michigan limited partnership (the “Partnership”).

Recitals

A.Saint Lucia/Rowan Oak MHC, LLC (“Contributor”) and Sun ACQ II LLC, a subsidiary of the Partnership, entered into a Contribution Agreement, dated June 30, 2026, as amended (the “Contribution Agreement”), with respect to the Partnership’s indirect acquisition of Contributor’s interest in certain real property located in Eugene, Oregon, and other assets.

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THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.

EXCHANGE AGREEMENT

This Exchange Agreement (this “Agreement”) is entered into as of September 28, 2026 by and between Streeterville Capital, LLC, a Utah limited liability company (“Lender”), and Cloudastructure, Inc., a Delaware corporation (“Borrower”). Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Original Note (defined below).

A.Borrower previously sold and issued to Lender that certain Promissory Note dated June 30, 2026, with a deemed original issuance date of April 14, 2025, in the original principal amount of $1,299,870.00 (the “Original Note”) pursuant to that certain Exchange Agreement dated June 30, 2026 by and between Lender and Borrower (the “Exchange Agreement,” and together with the Original Note and all other documents entered into in conjunction therewith, the “Transaction Documents”).

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of August 20, 2026, between POWELL MAX LIMITED, a business company incorporated in the British Virgin Islands (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”).

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WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

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CONSULTING and M&A AGREEMENT

This Consulting Agreement (the “Agreement”) is made as of September 29, 2026 between Spartan Capital Securities, LLC (the “Consultant”), and Powell Max Ltd. (the “Company”). The Company and the Consultant are collectively herein referred to as the “Parties.”

WITNESSETH

WHEREAS, the Consultant is a broker-dealer, licensed by and in good standing with the Financial Industry Regulatory Authority, Inc. (“FINRA”);

WHEREAS, the Consultant is desirous of providing the Company with certain advisory services on terms and conditions hereinafter set forth and to be deemed effective as of the date of this agreement (the “Effective Date”);

WHEREAS, the Company is a public company, with its shares traded and listed on the Nasdaq Stock Market, and the Parties acknowledge that the Company is subject to the rules, regulations, and reporting requirements of the U.S. Securities and Exchange Commission (the “SEC”) and the Nasdaq Capital Market;

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PLACEMENT AGENT AGREEMENT

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August 20, 2026

Spartan Capital Securities, LLC

45 Broadway

New York, New York 10006

Re:	Placement Agent Agreement

Gentlemen:

This letter is in confirmation of our agreement with you pertaining to the private offering (the “Offering”), coordinated by Spartan Capital Securities, LLC (the “Placement Agent,” “Spartan” or “you”) as exclusive placement agent up to $3,000,000 best efforts basis, of class C Ordinary shares (the “Shares”) of Powell Max Ltd. (the “Company”). Upon execution of this Agreement, the following terms and conditions shall constitute a legally binding agreement on the part of the parties executing this Agreement.

SECTION 1. Description of Securities.

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FORM OF SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on [●], 2026, by and among Hall Chadwick Acquisition Corp., a Cayman Islands exempted company (which entity will transfer by way of continuation to and domesticate as a Delaware corporation as part of the Domestication (as defined below) prior to the closing of the Merger (as defined below), the “Issuer”) and the subscriber named on the signature page hereto (“Subscriber”).

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FORM OF SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on [●], 2026, by and among Hall Chadwick Acquisition Corp., a Cayman Islands exempted company (which entity will transfer by way of continuation to and domesticate as a Delaware corporation as part of the Domestication (as defined below) prior to the closing of the Merger (as defined below), the “Issuer”) and the subscriber named on the signature page hereto (“Subscriber”).

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DATED 1 October 2026

Between

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CUPRINA HOLDINGS (BVI) LIMITED

(Company Registration No. 2133379)

AND

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TAY JEVON (ZHENG ZIHONG)

(NRIC:                 )

AND

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LIM JIE JIN, MELVYN

(NRIC:                      )

AND

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TAY JAVIER

(NRIC:                    )

SALE AND PURCHASE AGREEMENT

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**RELATING TO SHARES IN **

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EAST COAST PODIATRY CENTRE PTE. LTD.

(UEN No.: 200514478N)

AND

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ORCHARD CLINIC MANAGEMENT PTE. LTD.

(UEN No.: 201539971N)

LEE & LEE LLP

ADVOCATES & SOLICITORS

25 North Bridge Road

Level 7

Singapore 179104

Sale and Purchase Agreement

THIS SALE AND PURCHASE AGREEMENT (the “Agreement”) is entered into on 1 October 2026.

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BETWEEN:

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Execution version

Lock-Up Agreement

________, 2026

Cuprina Holdings (Cayman) Limited

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4th Floor, Harbour Place, 103 South Church Street

P.O. Box 10240, Grand Cayman

KY-1002, Cayman Islands

Ladies and Gentlemen:

This Lock-Up Agreement (this “Agreement”) is being delivered to Cuprina Holdings (Cayman) Limited (“Cuprina Cayman” or the “Company”) (Company Registration No. 403458), an exempted company incorporated in the Cayman Islands with its registered address at 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman, KY-1002, Cayman Islands and listed on the Nasdaq, in connection with the proposed sale and purchase agreement (the “SPA”) between Cuprina Holdings (BVI) Limited (“Cuprina BVI”) (Company Registration No. 2133379), a company incorporated in the British Virgin Islands with its registered address at Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands, being a wholly-owned subsidiary of Cuprina Cayman, and Georgina Jennifer Callaghan (

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Exhibit 10.4

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Execution version

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Lock-Up Agreement

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________2026

Cuprina Holdings (Cayman) Limited

4th Floor, Harbour Place, 103 South Church Street

P.O. Box 10240, Grand Cayman

KY-1002, Cayman Islands  

Ladies and Gentlemen:

This Lock-Up Agreement (this “Agreement”) is being delivered to Cuprina Holdings (Cayman) Limited (“Cuprina Cayman” or the “Company”) (Company Registration No. 403458), an exempted company incorporated in the Cayman Islands with its registered address at 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman, KY-1002, Cayman Islands and listed on the Nasdaq, in connection with the proposed sale and purchase agreement (the “SPA”) between Cuprina Holdings (BVI) Limited (“Cuprina BVI”) (Company Registration No. 2133379), a company incorporated in the British Virgin Islands with its registered address at Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands, being a wholly-owned subsidiary of Cuprina Cayman, and (i) Tay Jevon (Zheng Zihong) (

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DATED 1 October 2026

Between

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CUPRINA HOLDINGS (BVI) LIMITED

(Company Registration No. 2133379)

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AND

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GEORGINA JENNIFER CALLAGHAN

(NRIC:               )

SALE AND PURCHASE AGREEMENT

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**RELATING TO SHARES IN **

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EAST COAST PODIATRY CENTRE PTE. LTD.

(UEN No.: 200514478N)

** **

AND

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ORCHARD CLINIC MANAGEMENT PTE. LTD.

(UEN No.: 201539971N)

LEE & LEE LLP

ADVOCATES & SOLICITORS

25 North Bridge Road

Level 7

Singapore 179104

THIS SALE AND PURCHASE AGREEMENT (the “Agreement”) is entered into on 1 October 2026.

	BETWEEN:

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CHANGE OF CONTROL SEVERANCE AGREEMENT

This CHANGE OF CONTROL SEVERANCE AGREEMENT (the “Agreement”), is made as of the 1stday of October, 2026 (the “Effective Date”), by and between THE GORMAN-RUPP COMPANY, an Ohio corporation (the “Company”), and (the “Executive”).

WHEREAS, the Company desires to enter into an agreement with the Executivein recognition of the importance of the Executive’s services to the continuity of management of the Company and based upon its determination that it will be in the best interests of the Company to encourage the Executive’s continued attention and dedication to the Executive’s duties in the potentially disruptive circumstances of a possible Change of Control of the Company. As used in this Agreement, the term “Change of Control” and certain other capitalized terms have the meanings ascribed to them in Section 8 hereof.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, the parties agree as follows:

1.

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