Browse EX-10 agreements

FORM OF INDEMNITY AGREEMENT

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THIS INDEMNITY AGREEMENT (this “Agreement”) is made on [●], 2026.

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**Between: **

(1)	BHAV ACQUISITION CORP II, an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”); and

(2)	[●] (“Indemnitee”).

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Whereas:

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**HMH HOLDING INC. 2026 LONG-TERM INCENTIVE PLAN **

**Restricted Stock Unit Award Agreement For [    ] **

**(this “Award Agreement”) **

**RECITALS **

WHEREAS, HMH Holding Inc. (the “Company”) has established the HMH Holding Inc. 2026 Long-Term Incentive Plan (the “Plan”) to reward certain service providers of the Company and its Subsidiaries by enabling them to acquire shares of common stock of the Company and to receive other compensation based on common stock of the Company or certain performance measures; and

WHEREAS, the Committee has determined that it is in the best interests of the Company and its stockholders to grant an Award (this “Award”) of Restricted Stock Units to the Participant pursuant to the Plan, subject to the terms and conditions set forth herein.

**AGREEMENT **

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**HMH HOLDING INC. 2026 LONG-TERM INCENTIVE PLAN **

**Performance Stock Unit Award Agreement For [    ] **

**(this “Award Agreement”) **

**RECITALS **

WHEREAS, HMH Holding Inc. (the “Company”) has established the HMH Holding Inc. 2026 Long-Term Incentive Plan (the “Plan”) to reward certain service providers of the Company and its Subsidiaries by enabling them to acquire shares of common stock of the Company and to receive other compensation based on common stock of the Company or certain performance measures; and

WHEREAS, the Committee has determined that it is in the best interests of the Company and its stockholders to grant an Award (this “Award”) of Performance Stock Units to the Participant pursuant to the Plan, subject to the terms and conditions set forth herein.

**AGREEMENT **

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Exhibit 10.5

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INDEMNIFICATION AGREEMENT

This agreement, made and entered into effective as of [●], 2026 (“Agreement”), by and between Orange Street Acquisition Corporation, a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).

WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgated have increased the potential for liability of officers and directors;

WHEREAS, the Board of Directors of the Company (“Board”) has determined that the ability to attract and retain such persons is in the best interests of the Company’s shareholders;

WHEREAS, it is reasonable, prudent and necessary for the Company to obligate itself contractually to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that such persons will serve or continue to serve the Company free from undue concern that they will not be adequately indemnified;

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Orange Street Acquisition Corporation

89 Nexus Way, Camana Bay

Grand Cayman KY1-9009, Cayman Islands

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[  ], 2026

Orange Street Capital Limited

Ritter House, Wickhams Cay II, PO Box 3170

Road Town, Tortola VG1110, British Virgin Islands

Re: Administrative Services Agreement

Ladies and Gentlemen:

This letter agreement by and between Orange Street Acquisition Corporation (the “Company”) and Orange Street Capital Limited (“Sponsor”), will confirm our agreement that, commencing on the effective date (the “Commencement Date”) of the Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) for the initial public offering of the Company’s securities and continuing until the earlier of (x) the consummation by the Company of an initial business combination or (y) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

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Orange Street Acquisition Corporation

89 Nexus Way, Camana Bay

Grand Cayman KY1-9009, Cayman Islands

September 9, 2026

Orange Street Capital Limited

Ritter House, Wickhams Cay II, PO Box 3170, Road Town,

Tortola VG1110, British Virgin Islands

RE: Subscription Agreement

Ladies and Gentlemen:

This agreement (the “Agreement”) is entered into as of September 9, 2026, by and between Orange Street Acquisition Corporation, a Cayman Islands exempted company (the “Company,” “we” or “us”) and Orange Street Capital Limited, a British Virgin Islands business company with limited liability (the “Subscriber” or “you”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,906,944 ordinary shares, $0.0001 par value per share (the “Shares”), up to 379,166 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of shares of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s

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THIS PROMISSORY NOTE (“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: U.S.$600,000	Effective as of August 30, 2026

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SECOND AMENDMENT TO PROMISSORY NOTE

**THIS SECOND AMENDMENT TO PROMISSORY NOTE **(this “Agreement”), dated as of April l3, 2026, by and between **MED-X, **INC. (the “Borrower”) and **MATTHEW MILLS and JENNIFER MILLS **(the “Lender” and/or their successors and assigns (collectively, with the Lender, the “Holder”).

**WHEREAS, **Borrower executed and delivered a Note dated as of August 6, 2022 for the benefit of Lender in the original principal amount of$500,000 (the “Original Note”);

**WHEREAS, **Lender and Borrower are parties to that certain Line of Credit Agreement dated as of August 6, 2022, by and between Borrower and Lender;

**WHEREAS, **the Original Note was amended by that certain Amendment to Promissory Note dated September 28, 2023 (the “First Amendment,” and together with the Original Note, the “Note”);

**WHEREAS, **the First Amendment introduced a conversion feature tied to a public offering;

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MED-X, INC.

2026 STOCK INCENTIVE PLAN

(As adopted on January 2, 2026)

1. Purpose. The purpose of the 2026 Stock Incentive Plan (the “Plan”) of Med-X, Inc., a Nevada corporation (the “Company”) is to increase stockholder value and to advance the interests of the Company by furnishing a variety of economic incentives (“Incentives”) designed to attract, retain and motivate employees, directors and certain key consultants of the Company. Incentives may consist of opportunities to purchase or receive shares of voting common stock, par value $0.001 per share, of the Company (“Common Stock”) on terms determined under this Plan.

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AMENDMENT TO PROMISSORY NOTE

THIS AMENDMENT TO PROMISSORY NOTE (this "Agreement"), dated as of August 1, 2023, by and between **MED-X, INC. *(the "*B**orrower") and **MATTHEW MILLS and JENNIFER MILLS *(the "*L**ender" and/or their successors and assigns (collectively, with the Lender, the "Holder").

**WHEREAS, **Borrower executed and delivered a Note dated as of August 6, 2022 for the benefit of Lender in the original principal amount of $500,000 (the "Note");

**WHEREAS, **Lender and Borrower are parties to that certain Line of Credit Agreement dated as of August 6, 2022, by and between Borrower and Lender;

**WHEREAS, **Lender and Borrower desire to amend the Note as set forth herein.

**NOW, THEREFORE, **for other good and valuable consideration, the parties hereto agree as follows:

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”), dated as of September 16, 2026, is entered into by and between MED-X, Inc., a Nevada corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company (“Investor”). Capitalized terms used but not otherwise defined herein will have the meanings set forth in Section 13.

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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**THIRD AMENDMENT TO PROMISSORY NOTE **

AND LINE OF CREDIT AGREEMENT

THIS THIRD AMENDMENT TO PROMISSORY NOTE AND LINE OF CREDIT AGREEMENT (this "Agreement"), dated as of September 8, 2026, by and between **MED-X, INC. **(the "Borrower") and **MATTHEW MILLS and JENNIFER MILLS **(the "Lender" and/or their successors and assigns (collectively, with the Lender, the "Holder")).

WHEREAS, Borrower and Lender are parties to that certain Line of Credit Agreement dated as of August 6, 2022 (the "Line of Credit Agreement") and the related Promissory Note in the original principal amount of $500,000 (the "Original Note");

WHEREAS, the Original Note was amended by an Amendment to Promissory Note (the "First Amendment") and by the Second Amendment to Promissory Note dated as of April 13, 2026 (the "Second Amendment," and together with the Original Note and First Amendment, the "Note");

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