Browse EX-10 agreements

LOAN CONVERSION AGREEMENT

**THIS LOAN CONVERSION AGREEMENT **(this “Agreement”) is made and entered into as of September 15, 2026 (the “Effective Date”) between VS MEDIA Holdings Limited, a British Virgin Islands business company, (the “Company”), and [_______________], a [_______________] (the “Lender” and, together with the Company, the “Parties”).

RECITALS

A. The Company and the Lender entered into that certain Loan Agreement dated August 3, 2026 (the “Loan Agreement”) pursuant to which the Lender provided a loan to the Company for a principal amount of US$[_______________] (the “Principal Amount”). As of the date hereof, the Company owes the Lender the Principal Amount, which shall be the loan amount converted pursuant to this Agreement, plus all accrued and unpaid interest thereon (the “Accrued Interest”). As consideration for the Lender entering into this Agreement, all Accrued Interest shall be completely forgiven and deemed cancelled as of the Effective Date.

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CL WORKSHOP GROUP LIMITED

At Market Sales Agreement

American Depositary Shares

September 30, 2026

Chaince Securities, LLC

1251 Avenue of the Americas, 41st Floor

New York, NY 10020

Ladies and Gentlemen:

CL Workshop Group Limited, a company incorporated in the British Virgin Islands (the “Company”), confirms its agreement (this “Agreement”) with Chaince Securities, LLC (“Chaince,” or the “Agent”), as follows.

1. Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent or, solely to the extent expressly permitted pursuant to Section 3(b), to the Agent as principal, American Depositary Shares (the “ADSs”) issued pursuant to the Deposit Agreement (as defined below), each representing eight (8) Class A ordinary shares of the Company, par value US$0.001 per share (the “Ordinary Shares”), which may be adjusted as appropriate to reflect any share splits, reverse share splits, stock dividend

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SILYNXCOM LTD.

Ordinary Shares

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**ATM Sales Agreement **

October 1, 2026

ThinkEquity LLC
17 State Street, 41st Floor
New York, New York 10004

* *

Ladies and Gentlemen:

Silynxcom Ltd., a company organized under the laws of the State of Israel (the “Company”), confirms its agreement (this “Agreement”) with ThinkEquity LLC (the “Agent”), as follows:

1. Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, ordinary shares (the “Placement Shares”) of the Company, no par value per share (the “Ordinary Shares”); provided, however, that in no event shall the Company issue or sell through the Agent such number or dollar amount of Placement Shares that would (a) exceed the number or dollar amount of Ordinary Shares registered on the effective Registration Statement (defined below) pursuant to which the offering is being made, (b) exceed the number of authorized but unissued Ordinary Sh

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of August 20, 2026, between POWELL MAX LIMITED, a business company incorporated in the British Virgin Islands (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”).

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WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 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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CONSULTING and M&A AGREEMENT

This Consulting Agreement (the “Agreement”) is made as of September 29, 2026 between Spartan Capital Securities, LLC (the “Consultant”), and Powell Max Ltd. (the “Company”). The Company and the Consultant are collectively herein referred to as the “Parties.”

WITNESSETH

WHEREAS, the Consultant is a broker-dealer, licensed by and in good standing with the Financial Industry Regulatory Authority, Inc. (“FINRA”);

WHEREAS, the Consultant is desirous of providing the Company with certain advisory services on terms and conditions hereinafter set forth and to be deemed effective as of the date of this agreement (the “Effective Date”);

WHEREAS, the Company is a public company, with its shares traded and listed on the Nasdaq Stock Market, and the Parties acknowledge that the Company is subject to the rules, regulations, and reporting requirements of the U.S. Securities and Exchange Commission (the “SEC”) and the Nasdaq Capital Market;

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PLACEMENT AGENT AGREEMENT

** **

August 20, 2026

Spartan Capital Securities, LLC

45 Broadway

New York, New York 10006

Re:	Placement Agent Agreement

Gentlemen:

This letter is in confirmation of our agreement with you pertaining to the private offering (the “Offering”), coordinated by Spartan Capital Securities, LLC (the “Placement Agent,” “Spartan” or “you”) as exclusive placement agent up to $3,000,000 best efforts basis, of class C Ordinary shares (the “Shares”) of Powell Max Ltd. (the “Company”). Upon execution of this Agreement, the following terms and conditions shall constitute a legally binding agreement on the part of the parties executing this Agreement.

SECTION 1. Description of Securities.

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DATED 1 October 2026

Between

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CUPRINA HOLDINGS (BVI) LIMITED

(Company Registration No. 2133379)

AND

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TAY JEVON (ZHENG ZIHONG)

(NRIC:                 )

AND

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LIM JIE JIN, MELVYN

(NRIC:                      )

AND

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TAY JAVIER

(NRIC:                    )

SALE AND PURCHASE AGREEMENT

** **

**RELATING TO SHARES IN **

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EAST COAST PODIATRY CENTRE PTE. LTD.

(UEN No.: 200514478N)

AND

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ORCHARD CLINIC MANAGEMENT PTE. LTD.

(UEN No.: 201539971N)

LEE & LEE LLP

ADVOCATES & SOLICITORS

25 North Bridge Road

Level 7

Singapore 179104

Sale and Purchase Agreement

THIS SALE AND PURCHASE AGREEMENT (the “Agreement”) is entered into on 1 October 2026.

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BETWEEN:

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Execution version

Lock-Up Agreement

________, 2026

Cuprina Holdings (Cayman) Limited

** **

4th Floor, Harbour Place, 103 South Church Street

P.O. Box 10240, Grand Cayman

KY-1002, Cayman Islands

Ladies and Gentlemen:

This Lock-Up Agreement (this “Agreement”) is being delivered to Cuprina Holdings (Cayman) Limited (“Cuprina Cayman” or the “Company”) (Company Registration No. 403458), an exempted company incorporated in the Cayman Islands with its registered address at 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman, KY-1002, Cayman Islands and listed on the Nasdaq, in connection with the proposed sale and purchase agreement (the “SPA”) between Cuprina Holdings (BVI) Limited (“Cuprina BVI”) (Company Registration No. 2133379), a company incorporated in the British Virgin Islands with its registered address at Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands, being a wholly-owned subsidiary of Cuprina Cayman, and Georgina Jennifer Callaghan (

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Exhibit 10.4

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Execution version

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Lock-Up Agreement

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________2026

Cuprina Holdings (Cayman) Limited

4th Floor, Harbour Place, 103 South Church Street

P.O. Box 10240, Grand Cayman

KY-1002, Cayman Islands  

Ladies and Gentlemen:

This Lock-Up Agreement (this “Agreement”) is being delivered to Cuprina Holdings (Cayman) Limited (“Cuprina Cayman” or the “Company”) (Company Registration No. 403458), an exempted company incorporated in the Cayman Islands with its registered address at 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman, KY-1002, Cayman Islands and listed on the Nasdaq, in connection with the proposed sale and purchase agreement (the “SPA”) between Cuprina Holdings (BVI) Limited (“Cuprina BVI”) (Company Registration No. 2133379), a company incorporated in the British Virgin Islands with its registered address at Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands, being a wholly-owned subsidiary of Cuprina Cayman, and (i) Tay Jevon (Zheng Zihong) (

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DATED 1 October 2026

Between

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CUPRINA HOLDINGS (BVI) LIMITED

(Company Registration No. 2133379)

** **

AND

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GEORGINA JENNIFER CALLAGHAN

(NRIC:               )

SALE AND PURCHASE AGREEMENT

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**RELATING TO SHARES IN **

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EAST COAST PODIATRY CENTRE PTE. LTD.

(UEN No.: 200514478N)

** **

AND

** **

ORCHARD CLINIC MANAGEMENT PTE. LTD.

(UEN No.: 201539971N)

LEE & LEE LLP

ADVOCATES & SOLICITORS

25 North Bridge Road

Level 7

Singapore 179104

THIS SALE AND PURCHASE AGREEMENT (the “Agreement”) is entered into on 1 October 2026.

	BETWEEN:

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Execution Version

CONFIDENTIAL

SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is executed as of September 30, 2026 (the “Effective Date”) by and between

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AI Technology Service and Development Training Agreement

Place of Signing: Hong Kong

Date of Signing: August 5, 2026

Party A (Client): Souche Holdings Ltd., a company incorporated in the Cayman Islands with limited liability

Party B (Service Provider): Skilland Digital Intelligence Limited, a company incorporated in Hong Kong with limited liability

Whereas Party A wishes to leverage artificial intelligence technology and products to enhance the professional capabilities and business efficiency of its overseas business development team, and Party B, as a professional provider of AI technology products and services, possesses mature AI training products and service capabilities. Both parties, based on the principles of equality, voluntariness, good faith, and through friendly consultation, have reached the following agreement regarding Party B’s AI training and support services to Party A’s sales and market development personnel:

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