Browse EX-10 agreements

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 21, 2026, by and among Caring Brands, Inc. a Nevada corporation (the “Company”), and the parties signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

This Agreement is made pursuant to that certain Securities Purchase Agreement, dated as of the date hereof, between the Company and the Purchasers (the “Purchase Agreement”).

The Company and each Purchaser 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” shall have the meaning set forth in Section 6(c).

“Commission” means the U.S. Securities and Exchange Commission.

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SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of August 21, 2026, by and between Caring Brands, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

RECITALS

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WHEREAS, subject to the terms and conditions set forth in this Agreement and in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), 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.

WHEREAS, the Company has authorized a new series of convertible preferred stock of the Company designated as Series B Convertible Preferred Stock, $0.001 par value, the terms of which are set forth in the certificate of designation for such series of Preferred Stock (the “Certificate of Designation”) in the form attached hereto as Exhibit C (the “Series B Preferred Stock”), which Series B Preferred Stock shall be convertible into shares of common stock, par value $0.001 per share, of the Company (“Common Stock”) in accordance with the terms of the Certificate of Designation; and

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is entered into effective as of June 2, 2026 (the “Execution Date”), by and between Haoxin Holdings Limited, a Cayman Islands exempted company (the “Company”), and Mermaid Money LLC, a Wyoming limited liability company (the “Investor”).

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RECITALS

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WHEREAS, in connection with the Equity Line of Credit Agreement, dated as of June 2, 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;

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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 2, 2026 (the “Effective Date”), by and between Haoxin Holdings Limited, a Cayman Islands exempted company (the “Company”), and Mermaid Money LLC, a Wyoming 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);

WHEREAS, such sales of Class A Ordinary Shares by the Company to the Investor will be made in reliance upon the exemption provided by Section 4(a)(2) of the Securities Act (“Section 4(a)(2)”) and Rule 506(b) of Regulation D (“Regulation D”) promulgated thereunder, and upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the issuances and sales of Class A Ordinary Shares by the Company to the Investor to be made hereunder;

WHEREAS, the parties hereto are concurrently entering into the Registration Rights Agreement (as defined below), pursuant to which the Company shall register the resale of the Registrable Securities (as defined in the Registration Rights Agreement), upon the terms and subject to the conditions set forth therein; and

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CONVERTIBLE PROMISSORY NOTE

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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 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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THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), A REPRESENTATIVE OF THE COMPANY WILL, BEGINNING TEN DAYS AFTER THE ISSUANCE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i). THE COMPANY MAY BE REACHED AT +86 574-87865995, TAOZHENGJUN@HAOXINHOLDINGS.COM

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HAOXIN HOLDINGS LIMITED

CONVERTIBLE PROMISSORY NOTE

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NOTE PURCHASE AGREEMENT

This NOTE PURCHASE AGREEMENT (the “Agreement”), dated as of June 2, 2026 (the “Execution Date”), is by and among Haoxin Holdings Limited, a Cayman Islands exempted company (the “Company”), and Mermaid Money LLC, a Wyoming 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.

B. The Buyer wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, two (2) senior convertible promissory notes, each in the original principal amount of $600,000, substantially in the form attached hereto as Exhibit A (each, a “Note” and collectively, the “Notes”), which Notes shall be convertible into Ordinary Shares (as defined below) (the Ordinary Shares issuable pursuant to the terms of the Notes or otherwise, collectively, the “Conversion Shares”).

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EXTENSION OF EMPLOYMENT AGREEMENT

This EXTENSION OF EMPLOYMENT AGREEMENT(this “Extension Agreement”) is made and entered into as of August 24, 2026 (the “Extension Agreement Date”), by and between Kevin S. Kim, an individual residing in La Canada, California (“Executive”), on the one hand, and Hope Bancorp, Inc., a Delaware corporation (the “Parent”) and Bank of Hope, a California state chartered bank (the “Bank”) (with the Parent and the Bank being collectively referred to as the “Company”), on the other hand.

WHEREAS, Executive and the Company are parties to that certain Fourth Amended and Restated Employment Agreement dated April 22, 2022 (the “Employment Agreement”);

WHEREAS, the parties desire to extend the Term of the Employment Agreement with all other terms and conditions unchanged;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. Extension of Term.Section 7.01 of the Employment Agreement is hereby amended by replacing the reference to “March 31, 2027” with “August 31, 2031” and by replacing the reference to “March 31, 2029” with “August 31, 2033.”

2. No Other Changes.Except solely for the extension of the Term stated in Section 1 of this Extension Agreement, all terms and conditions of the Employment Agreement remain unchanged and in full force and effect. This Extension Agreement does not amend, modify, waive, or supersede any other provision of the Employment Agreement.

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FIRST AMENDMENT TO MINING LEASE AGREEMENT

This First Amendment to Mining Lease Agreement (this “Amendment”), dated as of January 30, 2026 (the “Effective Date”), is by and between WEYERHAEUSER FOREST HOLDINGS, INC., a Delaware corporation (“Weyerhaeuser”) and SOUTHEAST METALS, LLC, a Virginia limited liability company (“Lessee”).

RECITALS

A. Whereas, Weyerhaeuser Company, a Washington corporation, and Lessee entered into that certain Mining Lease Agreement dated October 1, 2020 (the “Lease”) regarding property in Harris and Talbot Counties, Georgia, as more particularly described in the Lease (the “Lease Area”).

B. Whereas, Weyerhaeuser Company conveyed the Lease Area and assigned its rights and obligations under the Lease to Weyerhaeuser on or about January 1, 2025, such that Weyerhaeuser is now the Lessor under the Lease.

C. Whereas, Weyerhaeuser and Lessee now desire to modify the terms of the Lease pursuant to the terms and conditions of this Amendment.

NOW THEREFORE,in consideration of the foregoing, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree that the Lease will be and is hereby amended as follows:

AGREEMENT

1. Capitalized Terms. Capitalized terms used but not defined in this Amendment have the meanings given to them in the Lease.

2. Insurance. Section 11.2 of the Lease is deleted and replaced in its entirety with the following:

11.2 Insurance.

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ASSIGNMENT AND ASSUMPTION OF LEASE

THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this “Assignment”) is made as of August 20, 2026 (the “Effective Date”), by and between SOUTHEAST METALS LLC, a Virginia limited liability company (“Assignor”), whose notice address is 650 Peter Jefferson Parkway Suite 230, Charlottesville, Virginia 22911, and FOOTHILLS RARE EARTHS, LLC, a North Carolina limited liability company (“Assignee”), whose notice address is 101 W. Main Street, Manchester, Georgia 31816.

WITNESSETH:

A. Assignor is the lessee under that certain Mining Lease Agreement dated effective October 1, 2020 (the “Lease”) by and between Assignor and Weyerhaeuser Company, a Washington corporation, with respect to certain premises located in Harris and Talbot Counties, Georgia, as more particularly described therein (the “Premises”).

B. Pursuant to that certain Option and Project Evaluation Agreement dated December 11, 2020 (as amended, the “Agreement”), Assignor shall assign to Assignee all right, title and interest of Assignor in the Lease, subject to the conditions set forth in the Agreement.

NOW, THEREFORE, for the good and valuable consideration set forth in the Agreement, the receipt, adequacy and legal sufficiency of which are hereby acknowledged by the parties, and intending to be legally bound, the parties hereto hereby covenant and agree as follows:

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SUB-SUBLEASE AGREEMENT

This SUB-SUBLEASEAGREEMENT (this “Sub-Sublease”) is made as of August 21, 2026 (the “Effective Date”), by and between WAYFAIR LLC, a Delaware limited liability company having an office at 4 Copley Place, Boston, Massachusetts 02116 (“Sublandlord”), and BICARA THERAPEUTICS, a Delaware corporation, having an office at 116 Huntington Avenue, Suite 703, Boston, MA 02116 (“Subtenant”).

WI TNESETH:

Reference is hereby made to the following facts:

A.    Liberty Mutual Insurance Company, a Massachusetts stock insurance company (“Landlord”), as tenant, and MT Back Bay One LLC, a Delaware limited liability company (“Overlandlord”), successor-in-interest to St. James/Arlington Real Estate Limited Partnership, a Massachusetts limited partnership, as landlord, are parties to that certain Lease dated as of August 24, 2016, as amended by that certain First Amendment to Lease dated as of December 5, 2016 (as amended, the “Lease”).

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