Browse EX-10 agreements

SECURITIES PURCHASE AGREEMENT

 

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 23, 2026, is between ELONG POWER HOLDING LIMITED, an exempted company incorporated under the laws of the Cayman Islands, with headquarters located at 3 Yan Jing Li Zhong Jie, Jiatai International Plaza, Block B, Room 2110, Beijing, China 100025 (the “Company”), and the investor identified on the signature pages hereto (the “Buyer”).

 

WITNESSETH

 

WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Buyer, and the Buyer shall purchase from the Company, Class B Ordinary Shares of the Company (the “Class B Ordinary Shares”), par value US$0.0128 per share, at a purchase price of US$0.974 per share (the “Purchase Price”) in the respective amounts set forth on each Buyer’s signature page hereof (the “Subscription Amount”);

 

WHEREAS, The Class B Ordinary Shares are collectively referred to herein as the “Securities”; and

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 22, 2026, is by and among Autozi Internet Technology (Global) Ltd., an exempt company incorporated in the Cayman Islands with offices located at Building B09, Intelligence Park No. 26 Yongtaizhuang North Road, Haidian District, Beijing, China (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

 

RECITALS

A. The Company and each Buyer is 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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FORM OF LOAN AND SECURITY AGREEMENT

 

This Loan and Security Agreement (as amended, restated, supplemented, replaced or extended from time to time, “Loan Agreement”), dated as of June 18, 2026, is entered into by and among FREIGHT TECHNOLOGIES, INC., a corporation formed under the laws of the British Virgin Islands (“FRGT”), FREIGHT APP, INC. (formerly known as FreightHub, Inc.), a Delaware corporation (“FR8App”), FREIGHT APP DE MEXICO, S.A. DE C.V., an entity formed under the laws of Mexico (“FRGT Mexico,” together with FRGT and FR8App, collectively and individually as the context may require, “Borrower”) and [   ] (“Lender”).

 

BACKGROUND

 

Borrower has requested and Lender has agreed to make a loan to Borrower and Borrower has agreed to grant the liens and security interests set forth herein to secure the Obligations (as defined below).

 

NOW THEREFORE, with the foregoing background incorporated by reference as if set forth more fully below, intending to be legally bound hereby, the parties hereto agree as follows:

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SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 22, 2026, among Westport Fuel Systems Inc., an Alberta corporation (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 (i) 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 (each as defined below); (ii) an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulation D promulgated thereunder as to the Common Warrants and Common Warrant Shares (each as defined below) and (iii) an exemption from the prospectus requirements under applicable Canadian securities laws as to the Securities, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, des

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SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 19, 2026, between TOP Financial Group Limited, a Cayman Islands exempted company (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) as to the 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.

 

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. DEFINITIONS

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PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

 

THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (the “Subscription Agreement”) is made as of this 16th day of June, 2026, among (i) E-Power Inc. (the “Company”), a Cayman Islands company, and (ii) each purchaser identified on the signature pages to this Subscription Agreement (each, a “Purchaser” and, collectively, the “Purchasers”).

 

Purchase of Class A Ordinary Shares

 

Subscription

1.1 The undersigned Purchasers hereby subscribe for and agree to purchase from the Company for cash in US dollars, or USD (the “Subscription Proceeds”), on the basis of the representations and warranties and and subject to the terms and conditions set forth herein, Class A Ordinary Shares, par value $0.0001 per share (the “Class A Ordinary Shares”). The subscription amount for each Purchaser shall be as set out on such Purchaser’s signature page hereto (each such subscription being a “Subscription”). If purchased in any other currency, the parties agree to use the exchange rate on the date of payment.

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SUBSIDIARY GUARANTEE

 

This SUBSIDIARY GUARANTEE (as amended, restated, supplemented, or otherwise modified and in effect from time to time, this “Guarantee”) is made as of June 23, 2026, jointly and severally, by and among 3 E Network Technology Group Limited, a British Virgin Islands business company (the “Company”), and the Company’s undersigned Subsidiaries which are all Subsidiaries of the Company as of the date hereof (together with each other Person who becomes a party to this Guarantee by execution of a joinder in the form of Exhibit A attached hereto, which shall include all Subsidiaries (as defined in the Purchase Agreement (as defined below)) of the Company formed or acquired after the date hereof for so long as this Guarantee remains in effect, shall be referred to individually as a “Guarantor” and collectively as the “Guarantors”), in favor of ______________, an exempted company incorporated under the laws of _____________, as agent for the Investor (the “Collateral Agent”), for the benefit of itself as the Investor as defined in the Purchase

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SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 23, 2026, between 3 E Network Technology Group Limited, a British Virgin Islands business company (the “Company”), and the purchaser identified on the signature pages hereto (together with its successors and assigns, the “Investor”).

 

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below), and Rule 506(b) promulgated thereunder, the Company desires to issue and sell to the Investor, and the Investor 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 the Investor agree as follows:

 

ARTICLE I. 

DEFINITIONS

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REGISTRATION RIGHTS AGREEMENT

 

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of June 23, 2026, by and among 3 E Network Technology Group Limited (the “Company”), and the Person identified on the signature pages hereto as the “Investor” (together with its respective successors and assigns, the “Investor”).

 

WHEREAS, the Company has agreed to provide certain registration rights to the Investor in order to induce the Investor to enter into that certain Securities Purchase Agreement by and among the Company and the Investor dated as of the date hereof (the “Purchase Agreement”).

 

Now, therefore, in consideration of the mutual promises and the covenants as set forth herein, the parties hereto hereby agree as follows:

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Stock Transfer Agreement

 

 

 

 

 

Seller: Yukitoshi Nakagawa

 

Buyer: Leifras Co., Ltd.

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock Transfer Agreement

 

Leifras Co., Ltd. (hereinafter referred to as “the Buyer”) hereby enter into an agreement (hereinafter referred to as “this Agreement”) concerning the Buyer’s acquisition of shares of SWIFT JAPAN Co., Ltd. (hereinafter referred to as “the Target Company”) as follows.

 

Chapter 1: Purpose and Definitions

 

(the purpose)

 

Article 1

This agreement is entered into with the aim of transferring control of the Target Company from the seller to the buyer by having the seller transfer all of the Target Company’s outstanding shares to the buyer, with the aim of further development of both the Target Company and the Buyer.

 

(definition)

 

Article 2.

In this Agreement, the terms in each paragraph of this Article, unless otherwise defined, shall have the meanings set forth in each paragraph of this Article.

 

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