Browse EX-10 agreements

SECOND AMENDING AGREEMENT

This Second Amending Agreement is made as of the 24th day of August, 2026, by and among TMCR USA OPERATIONS INC. (the “Purchaser”), THE METALS ROYALTY COMPANY INC. (the “Purchaser Parent”), IRONCLAD ROYALTIES, LLC (the “Vendor”) and MESABI INVESTMENTS (USA) LLC (“MIUSA”) (each, a “Party” and, collectively, the “Parties”).

WHEREAS the Purchaser, the Purchaser Parent, the Vendor and MIUSA entered into a Royalty Purchase Agreement dated as of May 6, 2026, as amended on May 29, 2026 (the “Purchase Agreement”), and the Parties wish to further amend the Purchase Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the covenants and agreements contained herein and for other good and valuable consideration, the parties hereto agree as follows:

1.             Amendments**. **The Purchase Agreement is hereby amended as follows:

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Lock-Up Agreement

September [_], 2026

FT Global Capital, Inc.

1688 Meridian Avenue, Suite 700

Miami Beach, FL 33139

Ladies and Gentlemen:

The undersigned, [_] (“[_]”), understands that FT Global Capital, Inc. (the “Placement Agent”) proposes to enter into a Placement Agency Agreement (the “Agreement”) with Decent Holding Inc. (the “Company”), providing for the public offering (the “Public Offering”) of securities of the Company, consisting of shares (the “Shares”) of the Company’s ordinary shares, and pre-funded warrants to purchase the Shares (the “Warrants,” collectively with the Shares, the “Securities”).

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of September __, 2026, between Decent Holding Inc. (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”), 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.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

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ARTICLE I.
DEFINITIONS

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SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of [*], 2026, by and between Basel Medical Group Ltd, a British Virgin Islands business company (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 pursuant to an effective registration statement under the Securities Act (as defined below), 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.

AGREEMENT

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NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE I. DEFINITIONS

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Form of Lock-Up Agreement

Maxim Group LLC

300 Park Avenue, 16th Floor

New York, New York 10022

* *

Ladies and Gentlemen:

The undersigned understands that you, as the placement agent (“Placement Agent”), propose to enter into a Placement Agent Agreement (the “PAA”) with iOThree Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), relating to the proposed offering of Securities (the “Offering”) including the ordinary shares of par value of US$0.0625 each of the Company (the “Ordinary Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the PAA.

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SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of [   ], 2026, between iOThree Limited, a Cayman Islands exempted company incorporated under the laws of 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 (as defined below), 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.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

**ARTICLE I.
**DEFINITIONS

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HAO FENG GROUP LTD.

(Incorporated in the Cayman Islands)

FORM OF INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is made as of [●] 2026 between Hao Feng Group Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and [Full legal name] (the “Indemnitee”).

Background

A. The Indemnitee is, or has agreed to become, a director and/or officer of the Company.

B. The Company’s memorandum and articles of association (the “Articles”) permit indemnification of directors and officers to the fullest extent permitted by the laws of the Cayman Islands, except in the case of dishonesty, wilful default or fraud.

C. The Company wishes to provide the Indemnitee with contractual indemnification and advancement of expenses in addition to the protection under the Articles and any directors’ and officers’ liability insurance, in connection with the Company’s proposed listing on the New York Stock Exchange (NYSE).

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HAO FENG GROUP LTD.

(Incorporated in the Cayman Islands)

EMPLOYMENT AGREEMENT

Counterpart — [*]

This Employment Agreement (this “Agreement”) is made on [*] between:

(1) Hao Feng Group Ltd., an exempted company incorporated in the Cayman Islands with limited liability, with registered office at 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, George Town, Cayman Islands (the “Company”); and

(2) [*] (the “Executive”).

The Company and the Executive are together the “Parties” and each a “Party”.

Background

A. The Company is the listing vehicle of the Hao Feng group and intends to list its Class A ordinary shares on the New York Stock Exchange (NYSE).

B. The Company wishes to employ the Executive, and the Executive wishes to serve, on the terms of this Agreement. Salary and benefits may be paid by the Company or by a designated subsidiary (including Hao Feng International Limited) on the Company’s behalf.

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EQUITY INTEREST PLEDGE AGREEMENT

This Equity Interest Pledge Agreement (this “Agreement”) is entered into by and among the following parties as of [Date of Agreement] in Beijing, the People’s Republic of China (“China” or the “PRC”):

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Zibo Guochang MALL-Red Star Macalline Home Furnishing Mall Shop Lease and Management Service Contract -2025(026450001660)

Red Star Macalline Home Furnishing Mall Shop Lease and Management

Service Contract

	Contract No.: 0264650001660

Lessor: Zibo Nanquan Business Management Co., Ltd (hereinafter referred to as "Red Star Macalline")

Registered Address: 5th Floor, No. 23 Changguo West Road, Zhangdian District

Legal representative (person in charge): Wu Zhipan

Manager: Shanghai Red Star Macalline Brand Management Co., Ltd. Zibo Branch (hereinafter referred to as "Red Star Macalline")

Registered Address: 5th Floor, No. 23 Changguo West Road, Zhangdian District, Zibo, Shandong Province

**Legal Representative (Responsible Person): Wu Shiwei

Lessee: Zibo Lunsheng Commerce and Trade Co., Ltd. (hereinafter referred to as "Merchant")

Registered address: Room 4-5, No. 58 Changguo West Road, Zhangdian District, Zibo City, Shandong Province

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