Browse EX-10 agreements

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL

DATED 4 June 2026
REZOLVE AI PLC   and   EKG HOLDINGS 3 LIMITED   and   GAVIN DEIN   and   REGULUS CAPITAL CONSULTING LIMITED   and   NICHOLAS HYNES   and   PETER WEST
WAIVER DEED relating to the acquisition of Reward Loyalty UK Limited
5 New Street Square	London EC4A 3TW Tel +44 (0)20 7300 7000 Fax +44 (0)20 7300 7100 DX 41 London www.winstontaylor.com

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THIS DEED is made on 4 June 2026

BETWEEN

REZOLVE AI PLC (company number 14573691) whose registered office is at 21 Sackville Street, London, England, W1S 3DN (the "Buyer");

EKG HOLDINGS 3 LIMITED whose registered office is at Palm Grove House, P.O. Box 438, Road Town, Tortola, British Virgin Islands ("EKG");

GAVIN DEIN of [***] ("Dein");

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Subscription Letter

28 May 2026

Board of Directors

ERAYAK Power Solution Group Inc.

4th Floor, Harbour Place

103 South Church Street

P.O. Box 10240, Grand Cayman

KY1-1002, Cayman Islands

Dear Sir or Madam

Subscription for Class B Ordinary Shares in Erayak Power Solution Group Inc

We, ERAYAK International Limited of Craigmuir Chambers, Road Town, Tortola, VG1110, British Virgin Islands, hereby subscribe for 45,000 Class B Ordinary Shares of par value of US$0.22 each (the Shares) in ERAYAK Power Solution Group Inc., a Cayman Islands exempted company with company number 352596 (the Company) for a total consideration of US$139,050.

The Shares shall be issued subject to the memorandum and articles of association of the Company, and shall not be subject to any additional designations, powers, preferences, rights, qualifications or limitations. The Shares shall rank pari passu in all respect with Class B Ordinary Shares of the Company already in issue.

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PSYENCE BIOMEDICAL LTD.

FIRST AMENDED AND RESTATED 2023 EQUITY INCENTIVE PLAN

1.	Purpose. The purposes of this Plan are to:

	(a)	attract, retain, and motivate Employees, Directors, and Consultants,

	(b)	provide additional incentives to Employees, Directors, and Consultants, and

	(c)	promote the success of the Company’s business,

by providing Employees, Directors, and Consultants with opportunities to acquire the Company’s Shares, or to receive monetary payments based on the value of such Shares. Additionally, the Plan is intended to assist in further aligning the interests of the Company’s Employees, Directors, and Consultants to those of its shareholders.

2.	Definitions. As used herein, the following definitions will apply:

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SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of May 29, 2026, between Zhongchao Inc., an exempted company with limited liability incorporated and registered in 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 Units, Class A Ordinary Shares, the Pre-Funded Warrants, and the Common Warrants (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 as provided in this Agreement.

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PLACEMENT AGENCY AGREEMENT

May 29, 2026

Univest Securities, LLC

75 Rockefeller Plaza, Suite 25A

New York, NY, 10019

Ladies and Gentlemen:

Subject to the terms and conditions of this agreement (this “Agreement”) and the Transaction Documents (as defined below), Zhongchao Inc., an exempted company with limited liability incorporated and registered in the Cayman Islands (the “Company”), hereby agrees to offer and sell directly to various investors (each, an “Investor” and collectively, the “Investors”) through Univest Securities, LLC, as placement agent (the “Placement Agent”) up to an aggregate of $12 million units (the “Units”), each Unit to be comprised of one Class A Ordinary Share of the Company, par value $0.008 per share (the “Class A Ordinary Shares”), or one pre-funded warrant to purchase one Class A Ordinary Share (each a “Pre-Funded Warrant” and collectively, the “Pre-Funded Warrants”) in lieu thereof, and one common warrant to purchase

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NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTIONS. AS A RESULT, THESE SECURITIES MAY NOT BE OFFERED, TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS (PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM OR IN A TRANSACTION NOT SUBJECT THERETO).

CLASS A ORDINARY SHARE PURCHASE WARRANT

HAOXIN HOLDINGS LIMITED

Initial Exercise Date: June __, 2026

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Execution Version

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is entered into effective as of June ___, 2026 (the “Execution Date”), by and between Haoxin Holdings Limited, a Cayman Islands exempted company (the “Company”), and MERMAID MONEY, a United States limited liability company (the “Investor”).

RECITALS

WHEREAS, in connection with the Equity Line of Credit Agreement, dated as of June __, 2026, by and between the Company and the Investor (the “Purchase Agreement”), the Company may issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company, up to $30,000,000 in aggregate gross purchase price of newly issued Purchase Notice Shares;

WHEREAS, in consideration for the Investor’s execution and delivery of the Purchase Agreement, the Company shall issue to the Investor the Commitment Warrant (as defined in the Purchase Agreement),

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EQUITY LINE OF CREDIT AGREEMENT

This Equity Line of Credit Agreement (this “Agreement”) is dated as of June [__], 2026 (the “Effective Date”), by and between Haoxin Holdings Limited, a Cayman Islands exempted company (the “Company”), and MERMAID MONEY, a United States limited liability company (the “Investor”).

WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Investor shall purchase, from time to time, as provided herein, and the Company shall issue and sell up to Thirty Million Dollars ($30,000,000) of the Company’s Class A Ordinary Shares (as defined below);

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CONVERTIBLE PROMISSORY NOTE

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 TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. 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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NOTE PURCHASE AGREEMENT

This NOTE PURCHASE AGREEMENT (the “Agreement”), dated as of June [__], 2026 (the “Execution Date”), is by and among Haoxin Holdings Limited, a Cayman Islands exempted company (the “Company”), and MERMAID MONEY, a United States limited liability company (the “Buyer”).

RECITALS

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) 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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Baosheng Media Group Holdings Limited East Floor 5, Building No. 8, Xishanhui Shijingshan District, Beijing People’s Republic of China 100041

[●] 2026

Dear [Mr./Ms.] [●],

Following our recent discussions, I am pleased to confirm our invitation to you to join the board of directors (the “Board”) of Baosheng Media Group Holdings Limited (the “Company”) as an independent director of the Company, effective as of [●] 2026, as approved by the Board. In addition to your acceptance and acknowledgment of this appointment letter, please complete and return the attached Directors’, Officers’ and 5% or Greater Shareholder’s Questionnaire (the “D&O Questionnaire”).

In completing the D&O Questionnaire, you consent to serve as an independent director of the Company and consent to the Company’s use of the information in the D&O Questionnaire in the Company’s filings with the United States Securities and Exchange Commission, The Nasdaq Stock Market LLC, state securities authorities and other regulatory authorities, as applicable.

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INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is entered into as of [●], 2026, by and between Baosheng Media Group Holdings Limited, a Cayman Islands company (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.

RECITALS

The Board of Directors of the Company (the “Board of Directors”) has determined that the inability to attract and retain highly competent persons to serve the Company is detrimental to the best interests of the Company and its shareholders and that it is reasonable and necessary for the Company to provide adequate protection to such persons against risks of claims and actions against them arising out of their services to the Company.

AGREEMENT

In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

A. DEFINITIONS

The following terms shall have the meanings defined below:

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