Browse EX-10 agreements

PERSONAL GUARANTY

THIS PERSONAL GUARANTY (as amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Guaranty”), dated as of July 31, 2026, is made by Jay William Roth (the “Guarantor”) in favor of YA II PN, Ltd., a Cayman Islands exempt limited partnership (together with its successors and assigns, the “Holder”).

1. Guaranty. In consideration of the substantial direct and indirect benefits derived by the Guarantor from (i) the investments or extensions of credit made by the Holder under that certain Securities Purchase Agreement, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”), by Venu Holding Corporation, a Colorado corporation (the “Company”) and the Holder, (ii) the Senior Secured Convertible Debentures issued thereunder (the “Debentures”) and (iii) the Warrants issued thereunder (the “Warrants”), the parties hereby agree as follows:

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Execution Version

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 31, 2026, is between Venu Holding Corporation, a company incorporated under the laws of the State of Colorado, with principal executive offices located at 1755 Telstar Drive, Suite 501, Colorado Springs, Colorado 80920 (the “Company”), and each of the investors listed on the Schedule of Buyers attached as Schedule I hereto (individually, a “Buyer” and collectively the “Buyers”).

WITNESSETH

WHEREAS, the Company and each Buyer desire to enter into this transaction for the Company to sell and the Buyers to purchase the Convertible Debentures (as defined below) and Warrants (as defined below) in a registered direct offering under the Securities Act of 1933, as amended (the “1933 Act”) pursuant to an effective Registration Statement on Form S-3 (File No. 333-291873) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) on December 1, 2025, and declared effective on December 8, 2025;

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Execution Version

PLEDGE AND security AGREEMENT

This PLEDGE AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of July 31, 2026 (the “Closing Date”), is entered into among SUNSET GROUND AT BROKEN ARROW, LLC, a Colorado limited liability company (“Sunset Ground”), and SUNSET AT BROKEN ARROW LLC, a Colorado limited liability company (“Sunset Broken Arrow” and, together with Sunset Ground, the “Grantors” and each a “Grantor”), and YA II PN, LTD., a Cayman Islands exempt limited partnership**,** as collateral agent for the Buyers (in such capacity, together with its successors, “Collateral Agent”). Reference is made to that certain Securities Purchase Agreement, dated as of July 31, 2026 (as amended, restated, supplemented or otherwise modified from time to time, the “Securities Purchase Agreement”), by and among Venu Holding Corporation, a Colorado corporation (the “Company”), and each buyer identified on the signature pages thereto (each, including its succe

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ESHALLGO INC
2026 EQUITY INCENTIVE PLAN

1. Purpose. The purpose of the Eshallgo Inc 2026 Equity Incentive Plan is to provide a means through which the Company and its Affiliates may attract and retain key personnel and to provide a means whereby directors, officers, managers, employees, consultants and advisors (and prospective directors, officers, managers, employees, consultants and advisors) of the Company and its Affiliates can acquire and maintain an equity interest in the Company, or be paid incentive compensation, which may (but need not) be measured by reference to the value of Class A Ordinary Shares, thereby strengthening their commitment to the welfare of the Company and its Affiliates and aligning their interests with those of the Company’s shareholders.

2. Definitions. The following definitions shall be applicable throughout this Plan:

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EQUITY PURCHASE AGREEMENT

BY AND AMONG

AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.

TRIPADVISOR UK HOLDCO LIMITED

LF HOLDINGS (FRANCE) SAS

and

TRIPADVISOR, INC.

August 2, 2026

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TABLE OF CONTENTS

Page

Article I DEFINITIONS		1
Section 1.1	Definitions	1

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Summary of Director Fees, Equity Grants, Perquisites, and Associated Other Compensation Arrangements for Non-Employee Directors

This Summary sets forth, as of August 3, 2026, director fees, equity grants, perquisites, and other personal benefits that Strategy Inc (“Strategy” and, collectively with its subsidiaries, the “Company”) provides to the non-employee directors (“Outside Directors”) of its Board of Directors (the “Board”).

Each Outside Director receives a quarterly fee of $25,000, which is not contingent on meeting attendance. Each Outside Director who is a member of the Audit Committee of the Board (the “Audit Committee”) also receives a quarterly fee of $10,000 (or $15,000 in the case of the Chair of the Audit Committee). Each Outside Director who is a member of the Compensation Committee of the Board (the “Compensation Committee”) also receives a quarterly fee of $5,000 (or $7,500 in the case of the Chair of the Compensation Committee). Each Outside Director who is a member of the Nominating and Corporate Governance of the Board (the “NCG Committee”) also receives a quart

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SHARE EXCHANGE AND ACQUISITION

AGREEMENT

By and among

NANO MOBILE HEALTHCARE, INC.

a Delaware corporation

NEPTUNE ENGINEERING (MARINE) LIMITED

a Hong Kong private company limited by shares

and

THE SHAREHOLDERS OF NEPTUNE GLOBAL ENGINEERING LIMITED, A BVI COMPANY

Dated as of July 24, 2026

SHARE EXCHANGE AND ACQUISITION AGREEMENT

THIS SHARE EXCHANGE AND ACQUISITION AGREEMENT (this “Agreement”) is made and entered into as of July 24, 2026 (the “Effective Date”), by and among:

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UNANIMOUS WRITTEN CONSENT OF THE MEMBERS OF THE BOARD OF DIRECTORS OF NANO MOBILE HEALTHCARE, INC.

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The undersigned, constituting all of members of the Board of Directors (the “Board”) of Nano Mobile Healthcare, Inc., a Delaware Corporation (the “Corporation”), by written consent pursuant to the authority contained in the corporate laws of the State of Nevada and without the formality of convening a meeting, do hereby adopt the following resolutions by unanimous written consent in accordance with Section 78.320 of the Nevada Revised Statute, to be effective as of the 29th day of July 2026.

WHEREAS, the Board believes that it is in the best interests of the Corporation to appoint new directors, a new CEO, and a new Chairman, Secretary, and Treasurer.

WHEREAS, the Board believes that it is in the best interests of the Corporation to elect and appoint the following persons to the listed positions below.

NOW THEREFORE,

BE IT RESOLVED, that the Corporation is hereby authorized to appoint the following persons to the positions listed below:

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COMPANY SUPPORT AGREEMENT

This COMPANY SUPPORT AGREEMENT (this “Agreement”) is dated as of August 3, 2026, by and among the Persons set forth on Schedule I hereto (each, a “Company Stockholder” and, collectively, the “Company Stockholders”), Newbridge Acquisition Limited, a British Virgin Islands business company (which shall de-register from the Register of Companies in the British Virgin Islands by way of continuation out of the British Virgin Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation prior to the Closing) (“Parent”), and Startech Group Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

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RECITALS

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AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], is made and entered into by and among [Startech Inc.], a Delaware corporation domesticated from the British Virgin Islands (the “Company”) (formerly known as Newbridge Acquisition Limited, a British Virgin Islands business company, prior to its domestication as a Delaware corporation), Wealth Path Holdings Limited, a British Virgin Islands limited liability company (the “Sponsor”), Kingswood Capital Partners, LLC (the “Representative”), and the undersigned parties listed as an Existing Holder on the signature pages hereto (each such party, together with Sponsor, the Representative and any other person deemed an “Existing Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.2 hereof, an “Existing Holder” and collectively, the “Existing Holders”), certain former stockholders of Startech Group Inc., a Delaware corporation (“Target”), set forth on Schedule 1 hereto (

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SPONSOR SUPPORT AGREEMENT

This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is dated as of August 3, 2026, by and among Wealth Path Holdings Limited, a British Virgin Islands business company (the “Sponsor”), Newbridge Acquisition Limited, a British Virgin Islands business company (which shall de-register from the Register of Companies in the British Virgin Islands by way of continuation out of the British Virgin Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation prior to the Closing) (“Parent”), and Startech Group Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

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RECITALS

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SPONSOR SUPPORT AGREEMENT

This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is dated as of August 3, 2026, by and among Wealth Path Holdings Limited, a British Virgin Islands business company (the “Sponsor”), Newbridge Acquisition Limited, a British Virgin Islands business company (which shall de-register from the Register of Companies in the British Virgin Islands by way of continuation out of the British Virgin Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation prior to the Closing) (“Parent”), and Startech Group Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

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RECITALS

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