Browse EX-10 agreements

SECURITIES PURCHASE AGREEMENT

 

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of June 24, 2026, between Eshallgo Inc., an exempted company with limited liability 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 of 1933, as amended (the “Securities Act”), as to the Shares, the Pre-Funded Warrants, and the Warrant Shares (each as defined herein) (collectively, the “Securities”), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, the Securities of the Company as provided in this Agreement.

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PLACEMENT AGENCY AGREEMENT

June 24, 2026

 

Eshallgo Inc Attention: Qiwei Miao, Chief Executive Officer

No. 37, Haiyi Villa, Lane 97, Songlin Road

Pudong New District

Shanghai, China 200120

 

Dear Mr. Miao:

 

This letter (the “Agreement”) constitutes the agreement by and between Univest Securities, LLC (“Univest” or the “Placement Agent”) and Eshallgo Inc, a company organized under the laws of the Cayman Islands (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 $0.0016 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 purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein shall be deemed to me

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Form of Lock-Up Agreement

 

[_____], 2026

 

Re: Securities Purchase Agreement, dated as of June 24, 2026 (the “Purchase Agreement”), between Eshallgo Inc. (the “Company”) and the purchasers signatory thereto

 

Ladies and Gentlemen:

 

Capitalized terms used but 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 (i) directly or indirectly, 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), (ii) enter into any

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June 25, 2026

 

Pulsenmore Ltd.

Attn: Dr. Elazar Sonnenschein, Chief Executive Officer

8 Omarim St.

Omer, 8496500 Israel

 

Dear Mr. Sonnenschein:

 

This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (the “Placement Agent”) and Pulsenmore Ltd., a company organized under the laws of the State of Israel (the “Company”), that the Placement Agent shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of (i) shares (the “Shares”) of the Company’s Ordinary Shares, par value NIS 0.00032 per share (the “Ordinary Shares”) and/or pre-funded warrants to purchase Ordinary Shares (the “Pre-Funded Warrants”), depending on the beneficial ownership percentage of the purchaser of the Ordinary Shares following its purchase; and (ii) warrants to purchase Ordinary Shares of the Company (the “Ordinary Warrants”, and together with the Ordinary Warrants, the “Warrants,” and collectively with the Shares, the “**Secur

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SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 25, 2026, between Pulsenmore Ltd., a company organized under the laws of the State of Israel (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 exemption from the registration requirements of Section 5 of the Securities Act (as defined below) contained in Section 4(a)(2) thereof and/or Regulation D promulgated thereunder, 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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NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(A) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

ORDINARY SHARE PURCHASE WARRANT

PULSENMORE LTD.

 

Warrant Shares: _______

Date of Issuance: June [__], 2026

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NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(A) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT

Pulsenmore Ltd.

 

Warrant Shares: _______

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SECURITIES PURCHASE AGREEMENT 

证券购买协议

 

This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of June 24, 2026 by and among Digital Currency X Technology Inc., a Cayman Islands exempted company, (the “Company”), and individuals listed in Exhibit B hereto and each affixes its signature on the signature page of this Agreement (each, a “Purchaser”; collectively, the “Purchasers”).

 

本证券购买协议(“本协议”或”协议”)于2026年6月24日，Digital Currency X Technology Inc.，一家开曼群岛注册豁免公司（”公司”），和附录B下所列的且在此合同签名页上签署的个人（”购买人”）之间合意签订。

 

RECITALS

前言

WHEREAS, the Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”) and/or Regulation S (“Regulation S”) as promulgated under the Securities Act;

 

鉴于，根据美国证监会在修订的1933年证券法（”证券法”）的基础上制定的规则S（”规则S”），和/或证券法条文4（a）（2）下的豁免规定，公司和购买人在此签署和交换本协议；

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DEBT SETTLEMENT AND MUTUAL RELEASE

 

Dated as of June 23, 2026

 

This Debt Settlement and Mutual Release Agreement (the “Agreement”) is entered into as of the date first set forth above (the “Effective Date”), by and among (i) Elong Power Holding Limited, a Cayman Islands company (the “Company”), (ii) Xiaodan Liu, a director, the Chief Executive Officer and Chairwoman of the Board of the Company (the “Executive”), and (iii) Gracedan Co., Limited, a Cayman Islands company controlled by the Executive (the “Shareholder”). Each of the Company, the Executive and the Shareholder may be referred to herein individually as a “Party” and collectively as the “Parties.”

 

WHEREAS, the Company borrowed $1,380,396 from the Executive, to support its business operations, bearing interest at 8% per annum and payable on demand in 2025. As of June 23, 2026, the outstanding balance under this loan amounted to $33,000;

 

WHEREAS, the Parties now wish to settle $33,000 (the “Debt”) of such payable subject to the terms and conditions as set forth herein;

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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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