Browse EX-10 agreements

Exhibit 10.2

COMMON STOCK PURCHASE WARRANT HWH INTERNATIONAL INC.

Warrant Shares: 160,000,000

Initial Exercise Date: ____________, 2026

Issue Date: ____________, 2026

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Smart Dynamics Technology Limited, a British Virgin Islands company or their assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00PM (New York City time) on ______________, 2030 (the “Termination Date”) but not thereafter, to subscribe for and purchase from HWH International Inc., a Nevada corporation (the “Company”), up to 160,000,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of May 27, 2026, between HWH International Inc. a Nevada corporation having an address at 4800 Montgomery Lane, Suite 210, Bethesda, MD 20814 (the “Company”), and Smart Dynamics Technology Limited a company incorporated in the British Virgin Islands (BVI Company Number: 2182290), with its registered address at Unit 8, 3/F., Qwomar Trading Complex, Blackburne Road, Port Purcell, Road Town, Tortola, British Virgin Islands, VG1110, (including its successors and assigns, the “Purchaser”).

WHEREAS, the Company is listed on the Nasdaq Capital Market, with the trading symbol HWH;

WHEREAS, on May 5, 2026, the Company and the Purchaser entered into a Term Sheet, agreeing to certain transactions, and now intend to execute this Agreement to reflect the definitive terms of such transactions;

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Exhibit 10.7

GUARANTY

 This GUARANTY, made effective as of May 27, 2026, is given by SkinJect, Inc., a Pennsylvania corporation ("SkinJect"), Medicus Pharma, Inc., a Delaware corporation ("MPI"), Antev Limited, a company incorporated under the laws of England and Wales ("Antev"),and MDCX Holdings, LLC, a Utah limited liability company ("MDCX Holdings", and together with SkinJect, MPI and Antev, "Guarantors", and each individually, a "Guarantor") for the benefit of Streeterville Capital, LLC, a Utah limited liability company ("Investor").

PURPOSE

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Exhibit 10.6

INTELLECTUAL PROPERTY SECURITY AGREEMENT

This INTELLECTUAL PROPERTY SECURITY AGREEMENT ("IP Security Agreement"), dated as of May 27, 2026, is made by ANTEV LIMITED, a company incorporated under the laws of England and Wales ("Guarantor"), in favor of STREETERVILLE CAPITAL, LLC, a Utah limited liability company (the "Secured Party").

A. Medicus Pharma Ltd., an Ontario corporation and parent company of Guarantor ("Debtor"), issued to Secured Party: (i) that certain Secured Promissory Note A-1 of even date herewith in the original principal amount of $12,864,225.00 (the "A-1 Note"); and (ii) that certain Secured Promissory Note B of even date herewith in the original principal amount of $10,000,000.00 (the "B Note", and together with the A-1 Note and any other notes that may be issued pursuant to exchanges of the B Note, the "Notes"), all pursuant to that certain Notes Purchase Agreement of even date herewith by and between Debtor and Secured Party (the "Purchase Agreement").

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Exhibit 10.5

Security Agreement

This Security Agreement (this "Agreement"), dated as of May 27, 2026, is executed by Antev Limited, a company incorporated under the laws of England and Wales ("Guarantor"), in favor of Streeterville Capital, LLC, a Utah limited liability company ("Secured Party").

A. Medicus Pharma Ltd., an Ontario corporation and parent company of Guarantor ("Debtor"), issued to Secured Party: (i) that certain Secured Promissory Note A-1 of even date herewith in the original principal amount of $12,864,225.00 (the "A-1 Note"); and (ii) that certain Secured Promissory Note B of even date herewith in the original principal amount of $10,000,000.00 (the "B Note", and together with the A-1 Note and any other notes that may be issued pursuant to exchanges of the B Note, the "Notes").

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Exhibit 10.4

Security Agreement

This Security Agreement (this "Agreement"), dated as of May 27, 2026, is executed by Medicus Pharma Ltd., an Ontario corporation ("Debtor"), in favor of Streeterville Capital, LLC, a Utah limited liability company ("Secured Party").

A. Debtor issued to Secured Party: (i) that certain Secured Promissory Note A-1 of even date herewith in the original principal amount of $12,864,225.00 (the "A-1 Note"); and (ii) that certain Secured Promissory Note B of even date herewith in the original principal amount of $10,000,000.00 (the "B Note", and together with the A-1 Note and any other notes that may be issued pursuant to exchanges of the B Note, the "Notes").

B. In order to induce Secured Party to extend the credit evidenced by the Notes, Debtor has agreed to enter into this Agreement and grant Secured Party a security interest in the Collateral (as defined below).

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Exhibit 10.3

SECURED PROMISSORY NOTE

Effective Date: May 27, 2026	U.S. $10,000,000.00

FOR VALUE RECEIVED, Medicus Pharma Ltd., an Ontario corporation ("Borrower"), promises to pay to Streeterville Capital, LLC, a Utah limited liability company, or its successors or assigns ("Lender"), $10,000,000.00 and any interest, fees, charges, and late fees accrued hereunder on the date that is eighteen (18) months after the Purchase Price Date (the "Maturity Date") in accordance with the terms set forth herein and to pay interest on the Outstanding Balance at the rate of five percent (5%) per annum from the Purchase Price Date until the same is paid in full. All interest calculations hereunder shall be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months, shall compound daily and shall be payable in accordance with the terms of this Note. This Secured Promissory Note B (this "Note") is issued and made effective as of May 27, 2026 (the "Effective Date"). This Note is issued pursuant to that certain

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Exhibit 10.2

SECURED PROMISSORY NOTE A-1

Effective Date: May 27, 2026	U.S. $12,864,225.00

FOR VALUE RECEIVED, Medicus Pharma Ltd., an Ontario corporation ("Borrower"), promises to pay to Streeterville Capital, LLC, a Utah limited liability company, or its successors or assigns ("Lender"), $12,864,225.00 and any interest, fees, charges, and late fees accrued hereunder on the date that is eighteen (18) months after the Purchase Price Date (the "Maturity Date") in accordance with the terms set forth herein and to pay interest on the Outstanding Balance at the rate of eight and three-quarters percent (8.75%) per annum from the Purchase Price Date until the same is paid in full. All interest calculations hereunder shall be computed on the basis of a 360-day year comprised of twelve (12) thirty (30) day months, shall compound daily and shall be payable in accordance with the terms of this Note. This Secured Promissory Note A-1 (this "Note") is issued and made effective as of May 27, 2026 (the "Effective Date"). This Note is is

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Exhibit 10.1

Notes Purchase Agreement

This Notes Purchase Agreement (this "Agreement"), dated as of May 27, 2026, is entered into by and between Medicus Pharma Ltd., an Ontario corporation ("Company"), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns ("Investor").

A. Company and Investor are executing and delivering this Agreement in reliance upon (i) Section 4(a)(2) of the Securities Act of 1933, as amended (the "1933 Act"), and Rule 506 promulgated thereunder by the United States Securities and Exchange Commission (the "SEC"); and (ii) Section 2.3 of OSC Rule 72-503 - Distributions Outside Canada made by the Ontario Securities Commission ("Rule 72-503").

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AT THE MARKET OFFERING AGREEMENT

May 26, 2026

H.C. Wainwright & Co., LLC

430 Park Avenue

New York, NY 10022

Ladies and Gentlemen:

Artelo Biosciences, Inc., a corporation organized under the laws of Nevada (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:

1. Definitions. The terms that follow, when used in this Agreement and any Terms Agreement, shall have the meanings indicated.

“Accountants” shall have the meaning ascribed to such term in Section 4(m).

“Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Action” shall have the meaning ascribed to such term in Section 3(p).

“Affiliate” shall have the meaning ascribed to such term in Section 3(o).

“Applicable Time” shall mean, with respect to any Shares, the time of sale of such Shares pursuant to this Agreement or any relevant Terms Agreement.

“Base Prospectus” shall mean the base prospectus contained in the Registration Statement at the Execution Time.

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[***] = Certain information that has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential.

ARQ, INC.

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered on May 25, 2026, by and between Arq, Inc., a Delaware corporation, whose principal offices are located at 8051 E. Maplewood, Suite 210, Greenwood Village, CO 80111 (the “Company”), and Shimon Steinmetz (“Executive”) whose address is [***].

RECITALS:

WHEREAS, the Company has made Executive an offer of employment pursuant to the terms of this Agreement;

WHEREAS, Executive desires to accept the offer;

WHEREAS, the Company and Executive desire to enter into this Agreement to set forth the terms and conditions of the employment.

NOW, THEREFORE in consideration of the premises and the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

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SECURED PROMISSORY NOTE

$100,000,000    May 26, 2026     New York, New York

1.Promise to Pay Principal

FOR VALUE RECEIVED, Allen Family Digital, LLC, a limited liability company formed under the law of the State of California (the Payor), hereby unconditionally promises to pay to BuzzFeed, Inc., a corporation incorporated under the law of the State of Delaware (the Payee), the principal sum of ONE HUNDRED MILLION DOLLARS (Principal Amount) in installments, each installment being payable on a date set forth on Annex A hereto under the caption headed “Payment Date” in the amount set forth on Annex A hereto opposite such date under the caption “Principal Payment Amount”.

2.Promise to Pay Interest

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