Browse EX-10 agreements

REGISTRATION RIGHTS AGREEMENT

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This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 30, 2026, between Big Digital Energy, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers,” and together with the Company, the “Parties”). This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

The Parties hereby agrees as follows:

	1.	Definitions.

Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Advice” has the meaning set forth in Section 6(c).

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REVOLVING LINE OF CREDIT PROMISSORY NOTE

$40,000,000	May 28, 2026

FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, Big Digital Energy, Inc., a Delaware corporation (the “Borrower”), HEREBY UNCONDITIONALLY PROMISES TO PAY ON DEMAND to the order of ENDEAVOR BLOCKCHAIN, LLC, an Arkansas limited liability company (the “Noteholder” and, together with the Borrower, the “Parties”), the aggregate principal sum of all Revolving Loans (as defined below) advanced from time to time by Noteholder to Borrower, not to exceed at any time the principal sum of Forty Million Dollars ($40,000,000) (the “Commitment Amount”), together with all accrued interest thereon as provided in this Revolving Line of Credit Promissory Note (this “Note”), payable as provided herein.

1. Definitions; Interpretation.

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OPERATING AGREEMENT
OF

TEXAS LOAD HOUSE, LLC

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This Operating Agreement (“Operating Agreement” or “Agreement” as the case may be) of Texas Load House, LLC, a Texas limited liability company (the “Company”), effective as of May 28, 2026 (the “Effective Date”), is adopted by the Members of the Company and incorporates and implements the binding Letter of Intent dated May 20, 2026 between 10NetZero, Inc. (“10NZ”) and Big Digital Energy, Inc. (“BDE”) (the “LOI”). This Operating Agreement replaces in its entirety any prior operating agreement of the Company.

ARTICLE 1
GENERAL

1.1 * Formation; Name; Offices*. The Company has been formed as Texas Load House, LLC under the Texas Business Organizations Code (the “Code”). The principal office of the Company shall be in Fort Worth, Texas, or as subsequently designated by the Manager. The registered office of the Company required by the Code to be maintained in the State of Texas may be changed from time to time by the Managers.

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LOAN AND SECURITY AGREEMENT

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This Loan and Security Agreement (this “Agreement”) is executed by and among Big Digital Energy, Inc., a Delaware corporation (“Lender”), Texas Load House, LLC, a Texas limited liability company (“Borrower”) and 10NetZero, Inc., a Delaware corporation (“10NetZero”) effective as of July 14, 2026. Lender, Borrower and 10NetZero may be referred to herein collectively as the “Parties.” The Parties hereby agree as follows:

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Section 1. DEFINITIONS

When used in this Agreement, the capitalized terms set forth below shall have the definitions assigned to such terms below:

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SECURITIES PURCHASE AGREEMENT

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This Securities Purchase Agreement (this “Agreement”) is dated as of June 30, 2026, between Big Digital Energy, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). The Company and the Purchasers are referred to collectively as the “Parties.”

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 contained in Section 4(a)(2) thereof or Regulation D 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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SIDE AGREEMENT REGARDING INTERIM MANAGEMENT

OF

TEXAS LOAD HOUSE, LLC

This Side Agreement Regarding Interim Management (this “Side Agreement”) is entered into effective as of the 14th day of July, 2026 (the “Side Agreement Effective Date”), by and between 10NetZero, Inc., a Delaware corporation (“10NZ”), and Big Digital Energy, Inc. (“BDE”), who together constitute all of the Members of Texas Load House, LLC, a Texas limited liability company (the “Company”). 10NZ and BDE are referred to herein each as a “Party” and together as the “Parties.”

RECITALS

A. The Parties are parties to that certain Binding Letter of Intent — Cowtown Site Joint Venture dated May 20, 2026 (the “LOI”). Section 5.1 of the LOI provides that 10NZ shall serve as Manager and day-to-day Operator of the Company and that major decisions shall require the consent of both Members. Section 17 of the LOI provides that the governance terms of the LOI are fixed and not subject to renegotiation in the definitive agreements except by mutual written consent.

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JOINT MINING AGREEMENT

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THIS JOINT MINING AGREEMENT (this “Agreement”) is entered into effective April 27, 2026 (the “Effective Date”) by and between

Big Digital Energy, LLC**, **with its registered address at 2500 City West Blvd, Suite 150-138, Houston, TX 77042 (“Customer”), and

Big Digital Energy, Inc., with its registered address at 950 Railroad Ave. Midland, PA 15059 (“BGDE”)

(each of Customer and BGDE is hereinafter referred to individually as a “Party” and collectively as the “Parties”).

RECITALS

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WHEREAS, Customer owns certain cryptocurrency mining machines and appurtenant equipment, including Hosted Miners, as specified in Schedule B (the “Customer Equipment”);

WHEREAS, BGDE is principally engaged in data center management, cryptocurrency mining operations, and related services, and possesses the necessary facilities, expertise, and operational resources to manage data center infrastructure and operate cryptocurrency mining equipment;

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LETTER AGREEMENT

REGARDING PLEDGE, TRANSFER AND ASSIGNMENT OF

SERIES D PREFERRED STOCK AND WARRANTS

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This Letter Agreement (this “Agreement”) is entered into as of June 30, 2026, by and among:

(1) Big Digital Energy, Inc., a Nevada corporation (the “Company”);

(2) Six Thirty AI, LLC, a Texas limited liability company (the “Purchaser”); and

(3) YA II PN, LTD., a Cayman Islands exempt limited company, in its capacity as administrative agent and collateral agent for the Lenders (as defined below) under the Loan Documents (as defined below) (the “Agent” and, together with the Company and the Purchaser, the “Parties”).

RECITALS

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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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BRIDGE LOAN PROMISSORY NOTE

Principal Amount: $95,000.00	Date: April 5, 2026

PARTIES

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Lender: Walsh Capital Industries Corp., a Nevada corporation, with offices located at Vero Beach, Florida (hereinafter referred to as “Lender” or “Walsh Capital”).

Borrower: Zoomcar Holdings, Inc., a Delaware corporation, trading on the OTCQB under the symbol ZCAR, with its principal place of business in Bengaluru, India (hereinafter referred to as the “Company” or “Borrower”).

1. PROMISE TO PAY

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BRIDGE LOAN PROMISSORY NOTE

Purchase Amount: $43,845.70	Principal Amount: $48,231.00	Original Discount: $4,385.30
Date: May 05, 2026

PARTIES

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Lender: SOD Sciences, Inc., a Nevada corporation, with offices located at 4800 Highway A1A unit 318, Vero Beach, FL 32963 (hereinafter referred to as the “Lender” or “SOD Sciences, Inc.”). Mailing address 392 Windfall Lane, Somerset NJ 08873.

Borrower: Zoomcar Holdings, Inc., a Delaware corporation, trading on the OTCQB under the symbol ZCAR, with its principal place of business at No.147, 1st Floor, Anjaneya Techno Park, HAL Old Airport Road, Kodihalli, Bangalore, Karnataka - 560008, India (hereinafter referred to as the “Company” or “Borrower”).

1. PROMISE TO PAY

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Exhibit 10.07

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FORM OF LOCK-UP AGREEMENT

May 21, 2026

HCW Biologics Inc.

2929 N. Commerce Parkway

Miramar, FL 33025

*Re: *Placement Agency Agreement, dated as of May 21, 2026 (the “Placement Agency Agreement”), between HCW Biologics Inc. (the “Company”) and E.F. Hutton & Co. (the “Placement Agent”).

Ladies and Gentlemen:

Defined terms not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the meanings set forth in the Placement Agency Agreement. In satisfaction of a condition of the Company’s obligations under the Placement Agreement, the undersigned irrevocably agrees with the Company that, from the date hereof until one hundred eighty (180) days after the Closing Period (such period, the “Restriction Period”), the undersigned will not 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)

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