Browse EX-10 agreements

SCHMID GROUP N.V.,

THE GUARANTORS PARTY HERETO FROM TIME TO TIME,

AND

WILMINGTON SAVINGS FUND SOCIETY, FSB,

as Trustee

INDENTURE

Dated as of July 14, 2026

5.0% Convertible Senior PIK Toggle Notes due 2029

TABLE OF CONTENTS

Page

Article 1 DEFINITIONS	1
Section 1.01   Definitions	1
Section 1.02   References to Interest	16

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SECURITIES PURCHASE AGREEMENT

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This Securities Purchase Agreement (this “Agreement”) is dated as of July 14, 2026 (the “Effective Date”), by and among CL WORKSHOP GROUP LIMITED, a company incorporated under the laws of the British Virgin Islands (the “Company”), and each purchaser identified on Exhibit A attached hereto (each a “Purchaser” and collectively the “Purchasers”).

WHEREAS, the Company and the Purchasers 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 “Securities Act”) and/or Rule 506 of Regulation D, or Regulation S promulgated thereunder.

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Form of Lock-Up Agreement

July 10, 2026

Maxim Group LLC

300 Park Avenue, 16th Floor

New York, NY 10022

Ladies and Gentlemen:

The undersigned understands that Maxim Group LLC (the “Representative”) proposes to enter into a Placement Agency Agreement (the “Agreement “) with Elong Power Holding Limited, an exempted company duly incorporated with limited liability under the laws of the Cayman Islands (the “Company”), providing for the public offering (the “Public Offering”) of certain securities of the Company.

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SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of July 10, 2026, between Elong Power Holding Limited, a Cayman Islands exempted company incorporated under the laws of the Cayman Islands (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below), 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.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE I.

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of July 10, 2026, between Haoxi Health Technology Limited, a company organized under the laws of the Cayman Islands (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and (i) pursuant to an effective registration statement under the Securities Act (as defined below) as to the Shares, the Pre-Funded Warrants and the Pre-Funded Warrant Shares, 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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PLACEMENT AGENCY AGREEMENT

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July 10, 2026

Haoxi Health Technology Limited

Room 801, Tower C, Floor 8, Building 103, Huizhongli Chaoyang District

Attn: Mr. Zhen Fan, CEO

Dear Mr. Fan:

This letter (the “Agreement”) constitutes the agreement by and between Univest Securities, LLC (“Univest” or the “Placement Agent”) and Haoxi Health Technology Limited, a Cayman Islands company (the “Company”), pursuant to which the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placements (the “Placements”) via a registered direct offering of Class A ordinary shares of the Company, par value $0.32 per share, of the Company (“Ordinary Share”), and/or the Pre-Funded Warrants to purchase Ordinary Shares (the “Securities”). The terms of the Placements and the Securities shall be mutually agreed upon by the Company and the p

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Form of Lock-Up Agreement

July 10, 2026

Re: Securities Purchase Agreement, dated as of July 10, 2026 (the “Purchase Agreement”), between Haoxi Health Technology Limited (the “Company”) and the purchasers signatory thereto

Ladies and Gentlemen:

Defined terms not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the meanings set forth in the Purchase Agreement. The undersigned irrevocably agrees with Univest Securities, LLC (“Univest”) that, from the date hereof until 90 days from the Closing Date (as defined in the Purchase Agreement (such period, the “Restriction Period”) the undersigned will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any Affiliate of the undersigned or any person in privity with the undersigned or any Affiliate of the undersigned), directly or

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SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of , 2026 (the “Agreement Date”), is entered into by and between BAOSHENG MEDIA GROUP HOLDINGS LIMITED, a Cayman Islands exempted company (the “Company”), and HIGH WEST PARTNERS LLC, a California limited liability company (the “Investor”).

WHEREAS:

Subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Investor, and the Investor wishes to buy from the Company, from time to time and as provided herein, the lesser of (i) up to $30,000,000 of the Company’s Ordinary Shares, par value $0.0096 per share (the “Ordinary Shares”), or (ii) if the Ordinary Shares is listed on any exchange operated by The Nasdaq Stock Market or the New York Stock Exchange (any, an “Exchange”) up to an amount of shares of Ordinary Shares that constitutes the Exchange Cap (as defined below) (collectively, the “Commitment Amount”).

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REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2026 (the “Agreement Date”), is entered into by and between BAOSHENG MEDIA GROUP HOLDINGS LIMITED, a Cayman Islands exempted company (the “Company”), and HIGH WEST PARTNERS LLC, a California limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and between the parties hereto, dated as of the Agreement Date (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

WHEREAS:

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 2, 2026, is between Mint Incorporation Limited, a business company incorporated under the laws of the British Virgin Islands (the “Company”), with its registered office at Ogier Global (BVI) Limited, Ritter House, Wickhams Cay II, PO Box 3170, Road Town, Tortola VG 1110, British Virgin Islands, and each of the investors identified on the signature pages of this Agreement (each, a “Buyer”; collectively, the “Buyers”).

WITNESSETH

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 2, 2026, is between Mint Incorporation Limited, a business company incorporated under the laws of the British Virgin Islands (the “Company”), with its registered office at Ogier Global (BVI) Limited, Ritter House, Wickhams Cay II, PO Box 3170, Road Town, Tortola VG 1110, British Virgin Islands, and [●] (the “Buyer”, together with the Company, the “Parties”).

WITNESSETH

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EXECUTION VERSION

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AT-THE-MARKET ISSUANCE SALES AGREEMENT

July 10, 2026

LAKE STREET CAPITAL MARKETS, LLC

121 S 8th Street, Suite 1000

Minneapolis, MN 55402

Ladies and Gentlemen:

Helport AI Limited, a British Virgin Islands business company (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Lake Street Capital Markets, LLC, as sales agent and/or principal (the “Agent”), the Company’s ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), on the terms set forth in this agreement (this “Agreement”).

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Section 1. DEFINITIONS

(a) Certain Definitions. For purposes of this Agreement, capitalized terms used herein and not otherwise defined shall have the following respective meanings:

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