Browse EX-10 agreements

Exhibit 10.3

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of [date], is by and between Neucleus Group Limited , an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and [name], a member of the Company’s board of director (the “Board”) (the “Indemnitee”).

RECITAL

WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

WHEREAS, the amended and restated memorandum and articles of association (the “Memorandum and Articles”) of the Company require indemnification of the officers and directors of the Company and the Indemnitee may also be entitled to indemnification pursuant to the Companies Act (As Revised) of the Cayman Islands (the “Act”);

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Exhibit 10.2

[Independent director’s address]

[Date]

Re: Independent Director Offer Letter – [Name of independent director]

Dear [Name of independent director],

Neucleus Group Limited, an exempted company incorporated in the Cayman Islands with limited liability (the “Company” or “we”), is pleased to offer you a position as an independent director of the Company. We believe your background and experience will be a significant asset to the Company and we look forward to your participation as an independent director in the Company. Should you choose to accept this position as an independent director, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company. Your appointment shall also be subject to the approval of the Company’s Board of Directors and/or Nominating and Compensation Committees.

1	Term, Appointment

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Exhibit 10.1

DIRECTOR APPOINTMENT AGREEMENT

THIS DIRECTOR APPOINTMENT AGREEMENT (this “Agreement”), dated as of [date], is by and between Neucleus Group Limited , an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and [name], an individual (the “Director”).

AGREEMENT

1	Appointment

1.1

The Director was appointed as director on [date] [and is hereby appointed as the [chief executive officer / chief financial officer / chairman of the board] of directors of the Company]. This Agreement will become effective immediately prior to the effectiveness of our registration statement for the initial public offering of Class A ordinary shares of the Company (the “Effective Date”) and serves to regulate the employment relationship between the Company and the Director from the Effective Date. For the avoidance of doubt, this Agreement shall not affect the effectiveness of the appointment of the Director on [date].

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Exhibit 10.1

		SharonAI Holdings Inc. 745 Fifth Avenue, Suite 500 New York, NY 10151

21 May 2026

BY EMAIL

Mr. Andrew Penn

6 Burns Street

Prahran Victoria 3181

Via email: andrew.penn@mac.com

RE: SharonAI Holdings Inc. (“Company”)

Dear Andrew,

I am pleased to confirm that following consideration by the Board of Directors of the Company, (the “Board”), has approved the contents of this letter agreement for your appointment as a Non-Executive, Class II Director and Chairman of the Board subject only to you confirming your acceptance of these terms and conditions.

It is understood that you will not be an employee of the Company.

1.	APPOINTMENT

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Exhibit 10.14

English Translation

Lien Asset Transfer Agreement

This Lien Asset Transfer Agreement (the “Agreement”) is entered into on December 28, 2024, by and between Hanryu Bank Co., Ltd. (hereinafter referred to as the “Transferor”) and Global Interactive Technologies, Inc. (formerly known as Hanryu Holdings, Inc.; hereinafter referred to as the “Transferee”), as follows:

The parties hereby enter into this Agreement regarding the transfer of lien assets granting the right to occupy and use, free of charge, the 2nd through 4th floors of the Seoul Marina Building.

**Article

1. Transfer of Lien Assets**

Under the terms and conditions set forth herein, the Transferor agrees to transfer to the Transferee all rights and interests in the lien asset (hereinafter referred to as the “Transferred Asset”) that the Transferor acquired on July 6, 2021 from Sewang Co., Ltd., consisting of the right to occupy and use, free of charge, the Seoul Marina Building located at 160 Yeouiseo-ro, Yeongdeungpo-gu, Seoul.

Article 2. Transfer Price and Payment Method

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First Amendment to the Amended and Restated Hecla Mining Company

Stock Plan for Nonemployee Directors

This First Amendment (the “Amendment”) to the Amended and Restated Hecla Mining Company Stock Plan for Nonemployee Directors (the “Plan”) is adopted by Hecla Mining Company, a Delaware corporation (the “Company”), effective as of May 21, 2026.

Recitals

WHEREAS, the Board of Directors of the Company approved the Amendment on February 20, 2026; and

WHEREAS, the stockholders of the Company approved this Amendment at the 2026 Annual Meeting of Shareholders held on May 21, 2026; and

WHEREAS, the Company desires to amend the Plan to extend its term, while leaving all other provisions of the Plan unchanged.

1.	Amendment to Section 3 (Effective Date and Term).

Section 3 of the Plan is hereby amended and restated in its entirety to read as follows:

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THIRD AMENDMENT TO

SECOND AMENDED AND RESTATED TERM LOAN AND REVOLVING CREDIT AGREEMENT

THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED TERM LOAN AND

REVOLVING CREDIT AGREEMENT is dated May 22 , 2026, but effective May 24, 2026 (the "Third Amendment"), and is by and between Byline Bancorp, Inc., a Delaware corporation ("Borrower"), with offices at 180 N. LaSalle Street, 3rd Floor, Chicago, IL 60601, and CIBC Bank USA, an Illinois chartered bank (together with successors and assigns, the "Lender"), with offices at 120 S. LaSalle Street, Chicago, IL 60603, as further identified below.

RECITALS:

A.

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This Promissory Note (this “Note”) and the securities issuable upon conversion of this Note pursuant to the terms hereof have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and neither this note, such securities nor any interest therein may be offered, sold, transferred, pledged or otherwise disposed of except pursuant to an effective registration statement under such act or such laws or an exemption from registration under such act and such laws which, in the opinion of counsel for maker, is available.

CONVERTIBLE PROMISSORY NOTE

Principal Amount: $25,000	Dated as of May 21, 2026

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made by and between Nine Energy Service, LLC, a Delaware limited liability company (the “Company”), and Heather Schmidt (“Executive”). Nine Energy Service, Inc., a Delaware corporation (“Parent”), joins this Agreement for the limited purposes of acknowledging and agreeing to the provisions of Section 4.3 below.

WITNESSETH:

WHEREAS, the Company desires to continue to employ Executive on the terms and conditions, and for the consideration, hereinafter set forth and Executive desires to be employed by the Company on such terms and conditions and for such consideration.

NOW, THEREFORE, for and in consideration of the mutual promises, covenants and obligations contained herein, the Company and Executive agree as follows:

ARTICLE I DEFINITIONS

In addition to the terms defined in the body of this Agreement, for purposes of this Agreement, the following capitalized words shall have the meanings indicated below:

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EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 21, 2026 is by and between Chardan Capital Markets LLC, a New York limited liability company (the “Investor”), and Classover Holdings, Inc., a Nevada corporation (the “Company”).

RECITALS

The Company and the Investor have entered into that certain ChEF Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), pursuant to which the Company may issue, from time to time, to the Investor up to $100,000,000 in aggregate gross purchase price of newly issued shares (the “Shares”) of the Company’s Class B common stock, par value $0.0001 per share (“Common Stock”).

Pursuant to the terms of, and in consideration for the Investor entering into, the Purchase Agreement, and to induce the Investor to execute and deliver the Purchase Agreement, the Company has agreed to provide the Investor with certain registration rights with respect to the Registrable Securities (as defined herein) as set forth herein.

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EXECUTION VERSION

ChEF PURCHASE AGREEMENT

This ChEF PURCHASE AGREEMENT is made and entered into as of May 21, 2026 (together with Annex I, this “Agreement”), by and between Chardan Capital Markets LLC, a New York limited liability company (the “Investor”), and Classover Holdings, Inc., a Nevada corporation (the “Company”).

RECITALS

WHEREAS, the parties desire that, upon the terms and subject to the conditions and limitations of this Agreement, the Company may issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to the lesser of (i) $100,000,000 (the “Total Commitment”) in aggregate gross purchase price of newly issued shares (the “Shares”) of the Company’s Class B common stock, par value $0.0001 per share (the “Common Stock”), and (ii) the Exchange Cap (to the extent applicable under Section 3.3);

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This Promissory Note (this “Note”) and the securities issuable upon conversion of this Note pursuant to the terms hereof have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and neither this note, such securities nor any interest therein may be offered, sold, transferred, pledged or otherwise disposed of except pursuant to an effective registration statement under such act or such laws or an exemption from registration under such act and such laws which, in the opinion of counsel for maker, is available.

CONVERTIBLE PROMISSORY NOTE

Principal Amount: $25,000	Dated as of May 21, 2026

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