Browse EX-10 agreements

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 25, 2026, is made and entered into by and among (i) GOWell Energy Technology, a Cayman Islands exempted company (“PubCo”), (ii) Maywood Sponsor LLC, a Delaware limited liability company (the “Prior Sponsor”), (iii) Inflection Point Fund I LP, a Delaware limited partnership (the “New Sponsor”), (iv) Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“Cohen”), and Seaport Global Securities LLC (“Seaport”, together with Cohen, the “Representatives”), (v) independent directors of the SPAC (the “Independent Directors”), (vi) the members of the New Sponsor identified on the signature pages hereto under “Other Sponsor Holders” (the “New Sponsor Members”, together with the New Sponsor and Independent Directors, the “New Sponsor Holders”), (vii) each of the undersigned parties listed on the signature pages hereto under “PIPE Holders” (the “PIPE Holders”), and (viii) each of the former sharehol

…

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

Principal Amount: $500,000	Dated as of October 30, 2025

…

** **

**Armlogi Holding Corp.
**20301 East Walnut Drive North

Walnut, California, 91789

United States

August 31, 2025

Mr. Maxwell E. Lin

Re: Director Offer Letter

Dear Mr. Maxwell E. Lin,

Armlogi Holding Corp., a Nevada corporation (the **“Company”), **is pleased to offer you a position as a 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 (this **“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.

** **

…

** **

Account Usage Agreement

(U.S. Local Business)

Party A: ARMSTRONG LOGISTIC INC

Business Registration Number:

Address: 20301 E. Walnut Drive North City of Industry, CA 91789

Party B: FASTBUY INC.

Business Registration Number:

Address: 52 Bridge Street, Suite C Metuchen, NJ 08840 United States of America

Whereas Party A has local delivery business needs in the United States, and Party B has resources for preferential local delivery rates in the United States, both parties, in accordance with the principles of voluntariness, legality, and good faith, have reached the following terms regarding the use of the FEDEX account:

I. Manner of Account Use

1.Party A shall obtain tracking labels and other relevant information required for delivery according to the docking platform and docking requirements provided by Party B, and shall use Party B’s account to conduct delivery business.

2.All expenses arising from Party A’s use of the account, including but not limited to freight, late fees, tariffs, and other taxes and fees, shall be borne entirely by Party A.

…

** **

Account Usage Agreement

（U.S. Local Business）

Party A: ARMSTRONG LOGISTIC INC.

Address: 20301 E. Walnut Drive North City of Industry, CA 91789

Party B: FLATIRON MERCHANTS, INC.

Address: 162 Brite Avenue, Scarsdale, NY 10583

Whereas Party A has local delivery business needs in the United States, and Party B has resources for preferential local delivery rates in the United States, both parties, in accordance with the principles of voluntariness, legality, and good faith, have reached the following terms regarding the use of accounts:

I. Manner of Account Use

1.Party A shall obtain tracking labels and other relevant information required for delivery according to the docking platform and docking requirements provided by Party B, and shall use Party B’s account to conduct delivery business.

2.All expenses arising from Party A’s use of the account, including but not limited to freight, late fees, tariffs, and other taxes and fees, shall be borne entirely by Party A.

…

WAREHOUSING, FULFILLMENT AND LOGISTIC SERVICES AGREEMENT

THIS WAREHOUSING, FULFILLMENT AND LOGISTIC SERVICES AGREEMENT (“Agreement”), **dated as of January 01, 2024 **(“Effective Date”), is entered into by and between ARMSTRONG LOGISTICS INC, a California corporation doing business as Armlogi (“Armlogi”), and the undersigned Customer as the sole Parties to this Agreement.

RECITALS:

	A.	Customer is in the business of selling and/or manufacturing certain Products;

…

** **

Warehouse Storage Service Agreement

Party A: AUKEY INTERNATIONAL LIMITED

Address: ROOM 601 6/F TUNG HIP COMMERCIAL BUILDING, 248 DES VOEUX ROAD CENTRAL SHEUNG WAN HK

Party B: ARMSTRONG LOGISTIC INC.

Address: 20301 E. Walnut Drive North City of Industry, CA 91789

For the mutual benefit of both parties, and with express acknowledgment of legal sufficiency, the parties hereby agree as follows: Whereas Party A wishes to store property in Party B’s warehousing facilities, Party B agrees to store for Party A all property meeting the conditions set forth below.

1. General Provisions

1.1 Definitions

Unless the context otherwise expressly requires or necessarily implies otherwise, the terms defined in this Agreement shall have all the meanings set forth herein. “Property” means the goods transported to Party B by Party A or in Party A’s name, which are to be handled by Party B.

1.2 Entire Agreement

…

Armlogi Holding Corp.

20301 East Walnut Drive North

Walnut, California, 91789

United States

August 31, 2025

Mr. David Chiu

Re: Director Offer Letter

Dear Mr. David Chiu,

Armlogi Holding Corp., a Nevada corporation (the **“Company”), **is pleased to offer you a position as a 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 (this “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.

…

** **

Overseas Warehouse Entrusted Service Contract

** **

Party A: GOLDENSEE LIMITED (hereinafter referred to as “Party A”)

Party B: ARMSTRONG LOGISTIC INC (hereinafter referred to as the “Warehouse Provider”)

On the basis of voluntariness, equality, and consensus through consultation, Party A entrusts the Warehouse Provider to provide professional, standardized, safe, and high-quality services in relation to relevant service matters, and shall pay corresponding service remuneration to the Warehouse Provider. Through equal consultation and on the basis of truly and fully expressing their respective intentions, the parties have reached the following Contract, which both parties shall jointly abide by.

1. General Provisions

**1.1 Definitions **

…

GUARANTEE AGREEMENT

between

TIDEWATER INC.,

as Guarantor

and

BANCO NACIONAL DE DESENVOLVIMENTO ECONÔMICO E SOCIAL — BNDES,

as Beneficiary

Guarantee Agreement

This GUARANTEE AGREEMENT (this “Agreement”), dated as of September 21, 2026, between:

	(1)	TIDEWATER INC., a corporation organized and existing under the laws of the State of Delaware, United States of America (the “Guarantor”); and

…

FORM OF CHEMOMAB SHAREHOLDER SUPPORT AGREEMENT

This Shareholder Support Agreement, dated as of [●], 2026 (this “Agreement”), is entered into by and among Scipher Medicine Corporation, a Delaware corporation (the “Company”) and each of the shareholders of Chemomab Therapeutics Ltd. (“Chemomab”) listed on Schedule I hereto (each, a “Shareholder”, and collectively, the “Shareholders”).

W I T N E S S E T H:

WHEREAS, Chemomab, [CHEMOMAB PARENT], a Delaware corporation and a wholly owned subsidiary of Chemomab (“Chemomab Parent”), [MERGER SUB], a Delaware corporation and wholly owned subsidiary of Chemomab Parent (“Merger Sub”), [DOMESTICATION MERGER SUB], an Israeli company and a wholly owned subsidiary of Chemomab Parent (“Domestication Merger Sub”), and the Company are concurrently with this Agreement entering into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), pursuant to which, among other things, (a) Chemomab, Chemomab Parent and Domestication Me

…

** **

Exhibit 10.20

** **

FORM OF SECURITIES PURCHASE AGREEMENT

This Securities** PURCHASE AGREEMENT** (this “Agreement”) is dated as of [____], 2026, by and among Snowdrift Parent Corporation, a Delaware corporation (the “Company”), Chemomab Therapeutics Ltd., an Israeli company and a subsidiary company of the Company (“Chemomab”) and each of the entities listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”).

WHEREAS, the Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act (as defined below) and Rule 506 of Regulation D promulgated under the Securities Act;

** **

…