Browse EX-10 agreements

投票權代理協議

Voting Rights Proxy Agreement

本投票權代理協議（下稱“本協議”)由下列各方於2026年7月27日在中華民國台北市簽訂：

This Voting Rights Proxy Agreement (“Agreement”) is made and entered into in Taipei, Taiwan (R.O.C) on July 28, 2026, by and among the following Parties:

	1.	曾健驊 （身份證字號：A124266387)（以下稱為“股東”）

Chien-Hua Tseng (ID No.: A124266387)（hereinafter referred to as the “Existing Shareholder”）

	2.	Nocera Inc.（以下稱為“NOCERA”）：

註册地：台灣新北市汐止區大同路一段185號3樓

Nocera Inc.（hereinafter referred to as “NOCERA”）

Registered AddressNocera, Inc. is a corporation duly incorporated and validly existing under the laws of the State of Nevada, United States of America, listed on the Nasdaq Capital Market (Nasdaq: NCRA), with its Taiwan office at: 3F (Building B), No. 185, Sec. 1, Datong Rd., Xizhi Dist., New Taipei City 221, Taiwan (R.O.C.)

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股權質押協議

Equity Pledge Agreement

本股權質押協議（下稱“本協議”)由下列各方于2026年7月27日在中華民國台北市簽訂：

This Equity Pledge Agreement (“Agreement”) is made and entered into in Taipei City, Taiwan (R.O.C) on July 28, 2026, by and among the following Parties:

1.	Nocera, Inc. （以下稱為“質權人”）

註册地：中華民國新北市汐止區大同路一段185號3樓

Nocera, Inc. （hereinafter referred to as the “Pledgee”）

Registered Address: 3F (Building B), No. 185, Sec. 1, Datong Rd., Xizhi Dist., New Taipei City 221, Taiwan (R.O.C.)

2.	曾健驊（以下稱為“出質人”）

住所：台北市士林區芝山里21鄰德行東路282號二樓

Chien-Hua Tseng（hereinafter referred to as the “Pledgor”）

Domicile: 2F., No. 282, Dexing E. Rd., Shilin Dist., Taipei City 111032, Taiwan (R.O.C.)

3.	晶旺科技股份有限公司（以下稱為“國内公司”）

註册地：新北市中和區板南路496號4樓之5（統一編號：42571157）

QMAX Technology CO., LTD.（hereinafter referred to as the “Domestic Company”）

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獨家業務合作協議

Exclusive Business Cooperation Agreement

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本獨家業務合作協議（下稱“本協議”)由下列各方於2026年7月27日在中華民國台北市簽訂：

This Exclusive Business Cooperation Agreement (“Agreement”) is made and entered into in Taipei, Taiwan (R.O.C) on July 28, 2026, by and among the following Parties:

1.	Nocera, Inc. （以下稱為“NOCERA”）：

註冊地：中華民國新北市汐止區大同路一段185號3樓

Nocera, Inc.（hereinafter referred to as “NOCERA”）

Registered Address: 3F (Building B), No. 185, Sec. 1, Datong Rd., Xizhi Dist., New Taipei City 221, Taiwan (R.O.C.)

2.	晶旺科技股份有限公司（以下稱為“國内公司”）

註册地：新北市中和區板南路496號4樓之5（統一編號：42571157）

QMAX Technology CO., LTD.（hereinafter referred to as the “Domestic Company”）

Registered Address: 4th Floor-5, No. 496, Bannan Road, Zhonghe District, New Taipei City, Taiwan (R.O.C.) (Unified Business No.: 42571157)

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鑒於：

Whereas：

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Exhibit 10.1

CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.

VIA DOCUSIGN	July 27, 2026

Mary Mabey 

[***]

	RE:	Transition and General Release Agreement

Dear Mary:

As discussed, this Transition and General Release Agreement (“Transition Agreement”) confirms our mutual agreement regarding the terms and conditions of your transition from employment with ATN International, Inc. (the “Company”). You and the Company agree as follows:

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FORM OF

NOTE PURCHASE AGREEMENT

This Note Purchase Agreement (the “Agreement”) is made as of July 29, 2026 (the “Effective Date”) by and between T1 Energy Inc., a Delaware corporation (the “Company”), and the party named on the signature page attached hereto, on behalf of such party and, if applicable, on behalf of the accounts and funds managed or administered by such party as set forth on Schedule A (collectively, the “Purchaser”).

RECITALS

WHEREAS, the Company has authorized, upon the terms and conditions stated in this Agreement, the sale and issuance of 4.75% Convertible Senior Notes due 2031 (the “Notes”) to the Purchaser and the other purchasers under those certain Note Purchase Agreements entered into on or about the Effective Date (collectively, the “Note Purchase Agreements”);

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Execution Version

REFINANCING FACILITY AGREEMENT NO. 2

REFINANCING FACILITY AGREEMENT NO. 2 dated as of July 31, 2026 (this “Amendment”), to the Credit Agreement, dated as of June 1, 2021 (as amended by the First Amendment to Credit Agreement, dated as of March 10, 2023, the Refinancing Facility Agreement, dated as of December 3, 2024, and as further amended, supplemented or otherwise modified through the date hereof, the “Credit Agreement”), among DELUXE CORPORATION, a Minnesota corporation (the “Borrower”), the lenders party thereto (the “Lenders”) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

RECITALS

WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Borrower;

WHEREAS, the Borrower has requested that:

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AMENDMENT NO. 1 AND FORBEARANCE / EXTENSION AGREEMENT TO ASSET PURCHASE AGREEMENT

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This **Amendment No. 1 and Forbearance / Extension Agreement to Asset Purchase Agreement **(this “Amendment”) is entered into and effective as of **July 23, 2026 **(the “Amendment Effective Date”), by and between Kustom Entertainment, Inc., a Nevada corporation (“Kustom”), and Cycurion, Inc., a Delaware corporation (“CYCU”). Kustom and CYCU are referred to collectively as the “Parties” and individually as a “Party.”

RECITALS

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WHEREAS, the Parties entered into that certain **Asset Purchase Agreement dated June 23, 2026 **(the “Original APA”), pursuant to which Kustom agreed to sell, and CYCU agreed to acquire the Video Solutions Business assets of Kustom on the terms and conditions set forth therein;

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WHEREAS, the transaction contemplated by the Original APA was required to close on or before the closing date specified in the Original APA of July 15, 2026;

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SECURITIES PURCHASE AGREEMENT

This **SECURITIES PURCHASE AGREEMENT **(the “Agreement”), dated as of June 30, 2026, by and between VSee Health, Inc., a Delaware corporation, with headquarters located at 980 N Federal Hwy, #304, Boca Raton, FL 33432 (the “Company”), and LABRYS FUND II, L.P., a Delaware limited partnership, with its address at 145 Tremont Street, Suite 201-1408, Boca Raton, FL 33432 (the “Buyer”).

WHEREAS:

A. The Company and the Buyer are 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) promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act;

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NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

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EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made and entered into by and between Tower Hill Mines (US) LLC (hereafter, the “Company”), an indirect wholly owned subsidiary of International Tower Hill Mines Ltd. (“ITH”), and Shane Parrow (hereafter, the “Executive”) and is effective as of July 27, 2026 (the “Effective Date”). The Company and the Executive shall be collectively referred to as the “Parties” and individually as a “Party”.

	1.	Employment Period.

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EMPLOYMENT AGREEMENT

This Employment Agreement (“Agreement”) is made and entered into by and between International Tower Hill Mines Ltd. (“ITH” or the “Company”) and David Wiens (hereafter, the “Executive”) and is effective as of July 27, 2026 (the “Effective Date”). The Company and the Executive shall be collectively referred to as the “Parties” and individually as a “Party”. The Company collectively with its affiliates will be referred to as the “ITH Group”.

	1.	Term.

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PRIVATE PLACEMENT AGREEMENT

THIS PRIVATE PLACEMENT AGREEMENT (this “Agreement”), dated as of July 30, 2026, is made by and between Addentax Group Corp., a Nevada corporation (the “Company”) and the investor set forth on Schedule A (the “Investor”).

WHEREAS, the Company desires to issue and sell to the Investor, and the Investor desires to purchase from the Company, the amount of shares set forth opposite the Investor’s name on Schedule A hereto (the “Investor Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in a private placement transaction on the terms set forth herein (the “Offering”).

NOW, THEREFORE, in consideration of the mutual promises, agreements, representations, warranties and covenants contained herein, each of the parties hereto hereby agrees as follows:

1. Purchase and Sale of the Investor Shares.

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