Browse EX-10 agreements

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is entered into effective as of June 2, 2026 (the “Execution Date”), by and between Haoxin Holdings Limited, a Cayman Islands exempted company (the “Company”), and Mermaid Money LLC, a Wyoming limited liability company (the “Investor”).

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RECITALS

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WHEREAS, in connection with the Equity Line of Credit Agreement, dated as of June 2, 2026, by and between the Company and the Investor (the “Purchase Agreement”), the Company may issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company, up to $30,000,000 in aggregate gross purchase price of newly issued Purchase Notice Shares;

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WHEREAS, in consideration for the Investor’s execution and delivery of the Purchase Agreement, the Company shall issue to the Investor the Commitment Warrant (as defined in the Purchase Agreement),

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NOTE PURCHASE AGREEMENT

This NOTE PURCHASE AGREEMENT (the “Agreement”), dated as of June 2, 2026 (the “Execution Date”), is by and among Haoxin Holdings Limited, a Cayman Islands exempted company (the “Company”), and Mermaid Money LLC, a Wyoming limited liability company (the “Buyer”).

RECITALS

A. The Company and the Buyer are 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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CONVERTIBLE PROMISSORY NOTE

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NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

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CREDIT AGREEMENT

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dated as of July 31, 2021

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among

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ALBION HOLDCO LIMITED

as Parent,

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AGGREKO HOLDINGS INC. and ALBION FINANCING 3 S.À R.L.

as Borrowers and Guarantors,

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the OTHER GUARANTORS from time to time parties hereto,

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the LENDERS from time to time parties hereto

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and

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GLAS USA LLC

as Administrative Agent

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GLAS TRUST CORPORATION LIMITED

as Security Agent

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BANK OF AMERICA EUROPE DESIGNATED ACTIVITY COMPANY

BARCLAYS BANK PLC,

DEUTSCHE BANK AG, LONDON BRANCH,

GOLDMAN SACHS INTERNATIONAL,

BANCO SANTANDER, S.A., LONDON BRANCH,

LLOYDS BANK PLC,

SMBC BANK INTERNATIONAL PLC,

STANDARD CHARTERED BANK

and

HSBC BANK PLC

as Arrangers

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TABLE OF CONTENTS

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JOINDER AGREEMENT, dated as of January 8, 2026 (this “Agreement”), among Aggreko Holdings Inc., a Delaware corporation (the “U.S. Borrower”), ALBION FINANCING 3 S.À R.L., a private limited liability company (société à responsabilité limitée) incorporated under the laws of Luxembourg, with registered address at 25C, Boulevard Royal, L-2449 Grand Duchy of Luxembourg, and registered with the Luxembourg Register of Commerce and Companies (“RCS”) under number B252.762 (the “Lux Borrower” and, together with the U.S. Borrower, the “Borrowers”), as a borrower and acting as agent for each other Obligor pursuant to Section 11.21 of the Existing Credit Agreement (the “Company”), ALBION FINANCING 1 S.À R.L., a private limited liability company (société à responsabilité limitée) incorporated under the laws of Luxembourg, with registered address at 25C, Boulevard Royal, L-2449 Grand Duchy of Luxembourg, and registered with RCS under number B252.757 (“Finco 1” and, together with the Lux Borrower, the “Luxembourg Obligors”), the LENDERS party hereto, GLAS USA LLC, as Administr

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Dated May 14, 2025

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Albion holdco limited

as Obligors’ Agent

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ALBION TOPCO LIMITED

as Topco

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The RCF Lenders

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The Bonding Facility Lenders

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GLAS USA LLC

as Agent

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and

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GLAS TRUST CORPORATION LIMITED

as Security Agent

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AMENDMENT AND RESTATEMENT AGREEMENT

RELATING TO

REVOLVING FACILITY AGREEMENT ORIGINALLY

DATED 31 JULY 2021 (AS AMENDED)

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CONTENTS

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NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

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NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

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**EXECUTION VERSION **

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**REPURCHASE AND FORBEARANCE AGREEMENT **

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This Repurchase and Forbearance Agreement (this “Agreement”), dated June 15, 2026, is by and between NewGenIvf Group Limited, a business company incorporated under the laws of the British Virgin Islands (the “Company”), and JAK Opportunities VI LLC, a Delaware limited liability company (the “Investor”). The Company and the Investor are referred to herein collectively as the “Parties” and individually as a “Party.” Capitalized terms not defined herein shall have the meaning as set forth in the Existing Securities Purchase Agreements (as defined below), as applicable.

RECITALS

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SECURITIES PURCHASE AGREEMENT

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This **SECURITIES PURCHASE AGREEMENT **(the “Agreement”), dated as of June 8th, 2026, by and between NewGenIvf Group Limited, a British Virgin Islands company, with headquarters located at 36/39-36/40, 13th Floor, PS Tower, Sukhumvit 21 Road (Asoke), Khlong Toei Nuea Sub-district, Watthana District, Bangkok 10110, Thailand (the “Company”), and WHITE LION CAPITAL LLC, a Nevada limited liability company, with its address at 21031 Ventura Blvd. Suite 920 Woodland Hills, CA 91364 (the “Buyer”).

WHEREAS:

A. The Company and the Buyer are 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) promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act;

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NewGenIvf Group Limited - Lock-up Agreement

[●], 2026

NewGenIvf Group Limited

36/39-36/40, 13th Floor, PS Tower, Sukhumvit 21 Road (Asoke), Khlong Toei Nuea Sub-district, Watthana District, Bangkok 10110, Thailand

Ladies and Gentlemen:

The undersigned understands that NewGenIvf Group Limited, a British Virgin Islands corporation (the “Company”), entered into a Securities Purchase Agreement (the “SPA”) on [●], 2026 with each purchaser (each, a “Purchaser”, and collectively “Purchasers”) identified on the signature page of the SPA, providing for the placement (the “Transaction”) of Ordinary Shares, without par value per share, of the Company (“Shares”) and pre-funded warrants (“Warrants”) to purchase Ordinary Shares.

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NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

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THE ISSUE PRICE OF THIS NOTE IS $100,000.00

Principal Amount: $100,000.00	**Issue Date: August 10, 2026 **

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CONVERTIBLE PROMISSORY NOTE

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