Browse EX-10 agreements

PLACEMENT AGENCY AGREEMENT

Prime Number Capital, LLC

27F 12E 49th Street

New York, NY 10017

July 6, 2026

Ladies and Gentlemen:

This letter (this “Agreement”) constitutes the agreement between Intercont (Cayman) Limited (the “Company,” “we” or “us”) and Prime Number Capital, LLC (the “Placement Agent”), pursuant to which the Placement Agent shall serve as the exclusive placement agent for the Company, on a best-efforts basis, in connection with the proposed offer and sale by the Company of up to 8,000,000 units (collectively, the “Units”, and each, a “Unit”), each consisting of one Class A Ordinary Share, par value $0.0025 per share (the “Class A Ordinary Shares”), and one warrant to purchase one Class A Ordinary Share (each, a “Warrant,” and collectively with the Units, the Class A Ordinary Shares included in the Units, and the Class A Ordinary Shares issuable upon exercise of the Warrants, the “Securities”). The public offering price of the Units is $0.79 per Unit. The Company expressly acknowledges and agrees that the Placement Agent’s obligations hereunder are on a best-effo

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SECURITIES PURCHASE AGREEMENT

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This Securities Purchase Agreement (this “Agreement”) is dated as of [●], 2026, between Intercont (Cayman) Limited, an 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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DEFINITIONS

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EQUITY TRANSFER AGREEMENT

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This Equity Transfer Agreement (this “Agreement”) is made and entered into as of July 1, 2026, by and among (i) Li Dong, an individual (the “Purchaser”), (ii) Mahaotiaodong Information Technology Company Limited, a company formed under laws of British Virgin Islands (the “Company”) and (iii) Meiwu Technology Company Limited, a business company organized under the laws of British Virgin Islands (the “Seller”). The Purchaser, the Company and the Seller are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.

RECITALS:

前述

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Confidential treatment has been requested for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as ******.

SHARE EXCHANGE AGREEMENT

by and among

QUALCOMM VENTURES LLC

and


ECARX HOLDINGS INC.

Dated as of July 7, 2026

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TABLE OF CONTENTS

Section 1.1Defined Terms1

Section 1.2Interpretation and Rules of Construction6

Article II SHARE EXCHANGE7

Section 2.1Share Exchange7

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INVESTMENT AGREEMENT

SCHMID GROUP, N.V,

GEBR. SCHMID GMBH, AS GUARANTOR

and

THE PARTIES LISTED HEREIN

Dated as of July 7, 2026

TABLE OF CONTENTS
Page
Article 1
Definitions

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**ATA Creativity Global **

c/o Rm.507, Bldg. 3, BinhuZhuoyueCheng, 

WenhuaKechuangYuan, Huayuan Blvd. 365, 

Baohe, Hefei, Anhui 230051, China

July 1, 2026 

Mr. Ruobai Sima

Re:	Director Offer Letter

Dear Mr. Ruobai Sima,

ATA Creativity Global, a Cayman Islands exempted company with limited liability (the “Company”), is pleased to offer you a position as of member of its Board of Directors (the “Board”). We believe your background and experience will be a significant asset to the Company and we look forward to your participation on the Board. Should you choose to accept this position as a member of the Board, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company.

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**ATA Creativity Global **

c/o Rm.507, Bldg. 3, BinhuZhuoyueCheng, 

WenhuaKechuangYuan, Huayuan Blvd. 365, 

Baohe, Hefei, Anhui 230051, China

July 1, 2026 

Mr. Han Jianag

Re:	Director Offer Letter

Dear Mr. Han Jianag,

ATA Creativity Global, a Cayman Islands exempted company with limited liability (the “Company”), is pleased to offer you a position as of member of its Board of Directors (the “Board”). We believe your background and experience will be a significant asset to the Company and we look forward to your participation on the Board. Should you choose to accept this position as a member of the Board, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company.

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AT THE MARKET OFFERING AGREEMENT

July 6, 2026

H.C. Wainwright & Co., LLC
430 Park Avenue

New York, New York 10022

Ladies and Gentlemen:

FST Corp., an exempt company incorporated under the laws of the Cayman Islands (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:

1. Definitions. The terms that follow, when used in this Agreement and any Terms Agreement, shall have the meanings indicated.

“Accountants” shall have the meaning ascribed to such term in Section 4(m).

“Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Action” shall have the meaning ascribed to such term in Section 3(p).

“Affiliate” shall have the meaning ascribed to such term in Section 3(o).

“Applicable Time” shall mean, with respect to any Shares, the time of sale of such Shares pursuant to this Agreement or any relevant Terms Agreement.

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Securities Purchase Agreement

This Securities Purchase Agreement (this “Agreement”), dated as of July 6, 2026, is entered into by and between Founder Group Limited, a British Virgin Islands corporation (“Company”), and Avondale Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”). Capitalized terms used but not otherwise defined herein will have the meanings set forth in Section 12.

A. Company and Investor are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder by the United States Securities and Exchange Commission (the “SEC”).

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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.

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Exchange Agreement

This Exchange Agreement (this “Agreement”) is executed as of June 30, 2026 by and between Founder Group Limited, a British Virgin Islands company (“Borrower”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Lender”).

A. Pursuant to that certain Securities Purchase Agreement dated December 11, 2025 (the “Purchase Agreement”) between Lender and Borrower, Borrower issued to Lender a certain Secured Convertible Promissory Note in the original principal amount of $16,070,000.00 and having an original issue date of December 11, 2025 (the “Original Note”).

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UNDERWRITING AGREEMENT

	June 29, 2026

Aegis Capital Corp.

1345 Avenue of the Americas, 27th Floor

New York, NY 10105

Ladies and Gentlemen:

Farmmi, Inc., a Cayman Islands exempted company (collectively with its subsidiaries, the “Company”), agrees, subject to the terms and conditions in this agreement (this “Underwriting Agreement”), to issue and sell to Aegis Capital Corp. (the “Underwriter”) (i) an aggregate of 7,000,000 of the Company’s Class A ordinary shares, par value $0.000000010 per share (the “Ordinary Shares”; such 7,000,000 offered Ordinary Shares the “Closing Shares”) and (ii) pre-funded warrants to purchase up to an aggregate of 5,000,000 Ordinary Shares (the “Pre-Funded Warrants”; the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants, the “Warrant Shares”). At the option of the Underwriter, the Company agrees, subject to the terms and conditions herein, to issue and sell up to an aggregate of 1,800,000 additional Ordinary Shares (the “Option Shares

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