Browse EX-10 agreements

Form of Lock-Up Agreement

________, 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 [   ], 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:

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FORM OF EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”), dated as of    , 2026, is entered between LONDIAN WASON NEW ENERGY TECH INC., a company incorporated in the Cayman Islands (the “Company” and, together with its subsidiaries, the “Group”)and     (the “Executive”).

WHEREAS, the Company and the Executive wish to enter into an employment agreement whereby the Executive will be employed by the Company in accordance with the terms and conditions stated below;

NOW, THEREFORE, the parties hereby agree as follows:

ARTICLE 1

EMPLOYMENT, DUTIES AND RESPONSIBILITIES

Section 1.01. Employment. The Executive shall serve as the     of the Company. The Executive hereby accepts such employment and agrees to devote substantially all of the Executive’s time and efforts to promoting the interests of the Group.

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FORM OF INDEMNIFICATION AGREEMENT

LONDIAN WASON NEW ENERGY TECH INC.

This Indemnification Agreement (this “Agreement”),made and entered into as of the     day of     , 2026, by and between LONDIAN WASON NEW ENERGY TECH INC., an exempted company with limited liability under the laws of Cayman Islands (the “Company”)and    (“Indemnitee”).

WITNESETH:

WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or executive officers unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the corporation.

WHEREAS, the Company and Indemnitee recognize the continued difficulty in obtaining liability insurance for its directors and officers, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance.

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LONDIAN WASON NEW ENERGY TECH INC.

FORM OF DIRECTOR AGREEMENT

This Director Agreement (the “Agreement”) is made and entered into as of , 2026, by and between LONDIAN WASON NEW ENERGY TECH INC., a Cayman Islands company (the “Company”), and            (the “Director”).

 

I.

SERVICES

1.1 Board of Directors. The Director is appointed to serve as a director of the Company’s Board of Directors (the “Board”), effective as of the date when the Securities and Exchange Commission (the “SEC”) declares effective the Company’s registration statement on Form F-1 (the “Effective Date”) that was initially submitted to the SEC confidentially on July 31, 2024, until the earlier of (i) the second anniversary of the effective appointment of the Director, (ii) the date on which the Director ceases to be a member of the Board for any reason, or (iii) the date of termination of this Agreement in accordance with Section 5.2 hereof (such earlier date being the “Expiration Date”). The Board shall consist of the Director and such other members as are nominated and elected pursuant to the

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Execution Version

 

 

 

SYNDICATED FACILITY AGREEMENT

dated as of February 10, 2026

among

EG FINCO LIMITED,

as the Parent Borrower,

EG AMERICA, LLC,

as a Borrower

EG GROUP LIMITED,

as Parent

JPMORGAN CHASE BANK, N.A. and J.P. MORGAN SE,

as Administrative Agent,

BARCLAYS BANK PLC

as Syndication Agent,

The Lenders and L/C Issuers Party Hereto,

JPMORGAN CHASE BANK, N.A.,

BARCLAYS BANK PLC,

BNP PARIBAS S.A.,

COÖPERATIEVE RABOBANK U.A. TRADING AS RABOBANK LONDON,

DEUTSCHE BANK SECURITIES INC.,

BANK OF AMERICA, N.A., LONDON BRANCH,

HSBC BANK PLC

and

GOLDMAN SACHS BANK USA

as Joint Lead Arrangers and Joint Bookrunners,

and

ING CAPITAL LLC,

MORGAN STANLEY SENIOR FUNDING, INC.,

UBS SECURITIES LLC,

TD SECURITIES (USA) LLC,

and

WELLS FARGO SECURITIES, LLC

as Co-Documentation Agents

 

 

 

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TABLE OF CONTENTS

 

Section

  

Page

 

ARTICLE I.

  

DEFINITIONS AND ACCOUNTING TERMS

  

1.01

 

Defined Terms

  

 

1

 

1.02

 

Other Interpretive Provisions

  

 

118

 

1.03

 

Accounting Terms

  

 

121

 

1.04

 

Dutch Terms

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Execution Version

 

 

EG GLOBAL FINANCE PLC

as the Issuer

and

the Guarantors party hereto

and

DEUTSCHE TRUSTEE COMPANY LIMITED

as Trustee

and

BARCLAYS BANK PLC

as Security Agent

and

DEUTSCHE BANK AG, LONDON BRANCH

as Paying Agent, Calculation Agent and Transfer Agent

and

DEUTSCHE BANK TRUST COMPANY AMERICAS

as Registrar

 

 

INDENTURE

Dated as of November 24, 2023

 

 

For the Initial Issuance of:

$500,000,000 Senior Secured Floating Rate Cash Pay / PIK Notes due 2028

 

 

 

 

 

i

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TABLE OF CONTENTS

 

 

  

 

  

Page

 

ARTICLE 1

  

DEFINITIONS

  

 

1

 

Section 1.01

  

Definitions

  

 

1

 

Section 1.02

  

Other Definitions

  

 

43

 

Section 1.03

  

Rules of Construction

  

 

44

 

ARTICLE 2

  

THE NOTES

  

 

45

 

Section 2.01

  

Form and Dating

  

 

45

 

Section 2.02

  

Execution and Authentication

  

 

46

 

Section 2.03

  

Appointment of Agents

  

 

47

 

Section 2.04

  

Paying Agent to Hold Money

  

 

47

 

Section 2.05

  

Holder Lists

  

 

48

 

Section 2.06

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Document

Exhibit 10.2

AMENDED AND RESTATED SHAREHOLDERS AGREEMENT

by and among

THE SHAREHOLDERS PARTY HERETO

and

GENNEIA S.A.

Dated as of January 6, 2026

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TABLE OF CONTENTS

ARTICLE I – DEFINITIONS

5 

1.1. Certain Defined Terms

5 

1.2. Definitions (Index Table)

12 

1.3. General Interpretive Principles

12 

ARTICLE II – CERTAIN AGREEMENTS AND UNDERTAKINGS

16 

2.1. Relationship of Parties

16 

2.2. General Undertakings and Agreements by the Shareholders

16 

2.3. Syndication of rights by certain Class A Shareholders

16 

ARTICLE III – SHAREHOLDERS

16 

3.1. Shareholders Meetings

16 

3.2. Voting Requirements

17 

3.3. Inspection Rights

19 

3.4. Financial Statements

19 

3.5. Advisors

19 

3.6. Holdings

19 

ARTICLE IV – BOARD OF DIRECTORS

20 

4.1. Board of Directors

20 

4.2. Appointment of Directors

20 

4.3. Alternate Directors

21 

4.4. Removal and Replacement of Directors and Alternate Directors

21 

4.5. No Cumulative Voting Rights

22 

4.6. Chairman/Vice Chairman

22 

4.7. Voting Requirements

23 

4.8. Meetings of the Board

24

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Document

Exhibit 10.1

EXECUTION VERSION

GENNEIA S.A.

as Issuer

UMB BANK, N.A.

as Trustee, Co-Registrar, New York Transfer Agent and New York Paying Agent

and

BANCO SANTANDER ARGENTINA S.A.

as Argentine Registrar, Argentine Transfer Agent, Argentine Paying Agent and Representative of the Trustee in Argentina

Indenture

Dated as of December 2, 2025

7.750% Senior Notes due 2033

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TABLE OF CONTENTS

PAGE

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

2

Section 1.01.

Definitions

2

Section 1.02.

Rules of Construction

30

ARTICLE 2

ISSUE, EXECUTION, FORM AND REGISTRATION OF NOTES

31

Section 2.01.

Authentication and Delivery of Notes

31

Section 2.02.

Execution of Notes

32

Section 2.03.

Certificate of Authentication

32

Section 2.04.

Form, Denomination and Date of Notes; Payments

32

Section 2.05.

Registration, Transfer and Exchange

36

Section 2.06.

Book-entry Provisions For Global Notes

37

Section 2.07.

Special Transfer Provisions

39

Section 2.08.

Mutilated, Defaced, Destroyed, Stolen and Lost Notes

42

Section 2.09.

Additional Notes

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LOAN AGREEMENT

 

This Loan Agreement (the “Agreement”) is made and effective this 11th day of March 2026:

 

BETWEEN:

Chateau Lagarosse SAS {the “Borrower”) with its resident office located at, 846 route de Camail- 33550 TABANAC, France

 

AND:

Chung Kin LOO {the “Lender”), an individual whose address is [address].

 

Recitals: As of September 30, 2025, there is a sum of EUR 1,986,903 owed from the Borrower to the Lender.

 

LET IT BE KNOWN, the Lender agrees to continue to lend the outstanding amount of EUR 1,986,903 as of September 30, 2025 as the principal amount to the Borrower.

 

IN CONSIDERATION OF the Lender providing the Loan to the Borrower, and the Borrower repaying the Loan to the Lender on the maturity date, both parties agree to keep, perform and fulfill the promises, conditions and agreements below:

 

Loan Amount and Interest

 

The Lender and the Borrower agree to initiate this loan agreement from October 1, 2025 with EUR 1,986,903 as principal amount with 3-year maturity with 5% interest per annum.

 

Payment

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WINE DISTRIBUTION AND EXCLUSIVITY AGREEMENT

This Agreement is made as of [●] (the “Effective Date”) by and between:

 

SAS Chateau Lagarosse, a company organized under the laws of France, with registered address at 846 Route de Camail, 33550 Tabanac, France (hereinafter referred to as the “Supplier”);

 

[●], [address] (hereinafter referred to as the “Distributor”).

 

Collectively, the parties are referred to as the “Parties.”

 

1.

TERM AND RENEWAL

1.1

Initial Term: This Agreement shall remain in effect for an initial period of five (5) years from the Effective Date.

 

1.2

Renewal: The Agreement may be renewed for successive five (5) year terms, provided that either Party gives written notice of its intent to renew to the other Party within three (3) months prior to the expiration of the current term. Failure to provide such notice shall result in the Agreement terminating automatically at the end of the current term.

 

1.3

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EMPLOYMENT AGREEMENT

 

This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of August 1, 2025 by and between Lagarosse Holdings Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), and Benoît Jacques Paul de Guigné, an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its subsidiaries (collectively, the “Group”).

 

RECITALS

 

The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below).

 

The Executive desires to be employed by the Company during the term of Employment and upon the terms and conditions of this Agreement.

 

AGREEMENT

 

The parties hereto agree as follows:

1. POSITION

 

The Executive hereby accepts the position of Chief Executive Officer (“CEO”) of the Company (the “Employment”).

2. TERM

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