Browse EX-10 agreements

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

WHEREAS, the Company and the Purchaser are parties to that certain Securities Purchase Agreement, dated as of or about the date hereof (as amended, restated, supplemented, or otherwise modified from time to time, the “SPA”), pursuant to which the Purchaser agreed to purchase, and the Company agreed to issue and sell, 16,700 shares of the Company’s Series D Convertible Preferred Stock (the “Preferred Shares”) and a warrant to purchase shares of Common Stock equal to 50% of the Preferred Shares purchased by the Purchaser (the “Warrants”);

WHEREAS, the SPA, the Warrants, the Certificate of Designations for the Series D Convertible Preferred Stock, the Registration Rights Agreement, and all other documents and agreements contemplated thereby are collectively referred to herein as the “Transaction Documents”;

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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.

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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1.1. Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1:

“Action” has the meaning set forth in Section 3.1(j).

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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.

1.1 Unless otherwise defined herein, capitalized terms used herein shall have the meanings set forth in this Section 1. Terms not defined herein (including in this Section 1) which are defined in the Delaware Uniform Commercial Code, as in effect on the date hereof (the “UCC”), have the meanings specified in the UCC, and the definitions specified in Article 9 of the UCC control in the case of any conflicting definitions in the UCC.

“Applicable Rate” means 12% per annum.

“Borrower” has the meaning set forth in the introductory paragraph.

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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.

Principal Amount: $120,000.00	Actual Amount of Purchase Price: $108,000.00

PROMISSORY NOTE

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Issue Date: July 2, 2026

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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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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

FOR VALUE RECEIVED, the Company hereby unconditionally promises to pay to the order of Walsh Capital Industries Corp., or its assigns, the principal sum of One Hundred Thousand Dollars ($100,000.00) (representing the original principal advance of Ninety-Five Thousand Dollars ($95,000.00) plus a Five Thousand Dollar ($5,000.00) original issue discount), on or before April 12, 2026 (the “Maturity Date”), being seven (7) calendar days from the date of this Note.

2. LOAN DISBURSEMENT

Upon execution of this Note, the Lender shall advance to the Company the sum of Ninety-Five Thousand Dollars ($95,000.00) (the “Loan Amount”) via wire transfer or other mutually agreed-upon method of payment. The difference between the Loan Amount and the repayment obligation of $100,000.00 constitutes an original issue discount in consideration of the Lender’s risk and the short-term nature of this bridge financing.

3. REPAYMENT TERMS

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FORM OF LOCK-UP AGREEMENT

July 29, 2026

HCW Biologics Inc.

2929 N. Commerce Parkway

Miramar, FL 33025

*Re: *Securities Purchase Agreement, dated as of July 129, 2026 (the “Securities Purchase Agreement”), between HCW Biologics Inc. (the “Company”) and Purchasers (the “Purchasers”).

Ladies and Gentlemen:

Defined terms not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the meanings set forth in the Securities Purchase Agreement. In satisfaction of a condition of the Company’s obligations under the Securities Purchase 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) by the undersigned or any Affiliate of the undersigned to the extent such Affiliate transaction would be required to be reported by the undersigned during the Restriction Period with the Securities and Exchange Commission in accordance with Section 13 or Section 16 of the Exchange Act), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “**Exchange

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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) by the undersigned or any Affiliate of the undersigned to the extent such Affiliate transaction would be required to be reported by the undersigned during the Restriction Period with the Securities and Exchange Commission in accordance with Section 13 or Section 16 of the Exchange Act), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended

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PROMISSORY NOTE

Principal Amount: $500,000.00

Date: August 10, 2026

FOR VALUE RECEIVED, the undersigned ("Borrower") hereby promises to pay to the Suzanne D. Lord Spousal Estate Reduction Trust dated January 17, 2025 ("Lender"), or its permitted assigns, the principal sum of Five Hundred Thousand Dollars ($500,000.00), together with interest thereon, pursuant to the terms set forth below.

The proceeds of this Note shall be used by the Borrower for short-term working capital and general corporate purposes.

1.	Principal

The Borrower acknowledges receipt of the principal amount of $500,000.00.

2.	Interest

The outstanding principal balance shall bear interest at the rate of nine percent (9.00%) per annum, calculated on the basis of a 365-day year and the actual number of days elapsed.

No payments of principal or interest shall be due prior to the Maturity Date.

3.	Maturity

All outstanding principal together with all accrued and unpaid interest shall be due and payable on the date that is ninety (90) days from the date of this Note (the "Maturity Date").

4.	Prepayment

The Borrower may prepay this Note, in whole or in part, at any time without premium or penalty; provided that any prepayment shall include all accrued but unpaid interest through the date of payment.

5.	Events of Default

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EXECUTION VERSION

PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. INFORMATION THAT HAS BEEN OMITTED HAS BEEN NOTED IN THIS DOCUMENT WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***]”

THIRTEENTHAMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT

THIS THIRTEENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Thirteenth Amendment”), dated to be effective as of June 12, 2026, is entered into by and among Consolidated Amusement Holdings, LLC,a Nevada limited liability company (the “Borrower”), the Affiliates of the Borrower identified on the signature pages hereto (collectively, the “Guarantors”), the financial institutions identified on the signature pages hereto (collectively, the “Lenders”), and Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer, with reference to the following facts:

RECITALS

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Exhibit 10.2

ADMINISTRATION AGREEMENT

This Agreement (this “Agreement”) is made as of July 17, 2026 (the “Effective Date”) by and between Monroe Capital Asset-Backed Finance Company, LP, a Delaware series limited partnership (the “Partnership”), and Monroe Capital Management Advisors, LLC, a Delaware limited liability company (the “Administrator”).

W I T N E S S E T H

WHEREAS, the Partnership is a newly organized holding company that intends to conduct a lending platform to fund, finance and structure certain asset-backed finance assets directly and through wholly or majority-owned subsidiaries; and

WHEREAS, the Partnership desires to retain the Administrator to provide administrative services to the Partnership, and the Administrator wishes to be retained to provide such services, on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Partnership and the Administrator hereby agree as follows:

1.Duties of the Administrator.

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