Browse EX-10 agreements

EXECUTION VERSION

AMENDMENT NO. 2 TO
NOTE PURCHASE AGREEMENT

This Amendment No. 2 (the “Amendment”) to the Note Purchase Agreement, dated July 22, 2026 (the “Effective Date”), is entered into by and between Hancock Park Corporate Income, Inc., a Maryland corporation (the “Company”), and The HCM Master Fund Limited (the “Purchaser”).

WHEREAS, the Company and the Purchaser entered into that certain Note Purchase Agreement dated November 27, 2019 (the “Agreement”) pursuant to which the Purchaser purchased $15,000,000 aggregate principal amount of the Company’s 6.50% Senior Notes due November 27, 2024;

WHEREAS, the Company and the Purchaser entered into that certain Amendment to Note Purchase Agreement dated September 23, 2021 (the “Prior Amendment”) pursuant to which the Company and the Purchaser agreed to, among other things, extend the Maturity Date such that the entire unpaid principal balance of each Extended Note shall be due and payable on November 27, 2026;

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REGISTRATION RIGHTS AGREEMENT

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This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 23, 2026, between Digital Brands Group, Inc., a Delaware corporation (the “Company”), and Purchaser (the “Purchaser”).

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

The Company and the Purchaser hereby agree as follows:

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SECURITIES PURCHASE AGREEMENT

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This Securities Purchase Agreement (this “Agreement”) is dated as of July 23, 2026, between Digital Brands Group, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 promulgated 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:

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NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

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Digital Brands Group, Inc.

Convertible Promissory Note

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EQUITY PURCHASE AGREEMENT

THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) is entered into as of July 23, 2026 (the “Execution Date”), by and between Digital Brands Group Inc., a corporation incorporated in the State of Nevada (the “Company”) and the investor (the “Investor”).

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RECITALS

WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall have the right to issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to One Hundred Million Dollars ($100,000,000.00) (the “Facility Amount”) of the Company’s Common Stock (as defined below), subject to increase as set forth hereunder;

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 the Investor hereby agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

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Amendment No. 1 to Asset Purchase Agreement

THIS AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT (this “Amendment”), dated as of July 15, 2026, is by and among (a) BLUE TECH INDUSTRIES, INC., a Delaware corporation (the “Purchaser”); (b) BIOSTEM TECHNOLOGIES, INC., a Delaware corporation (“Parent”) (solely for the purposes of Section 7.14 of the Agreement); (c) BIOTISSUE HOLDINGS INC., a Florida corporation (“BT Holdings”); and (d) BIOTISSUE SURGICAL INC., a Delaware corporation (“BT Surgical”, together with BT Holdings, the “Sellers” and each, a “Seller”). The Purchaser and the Sellers are sometimes individually referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined herein will have the meanings ascribed to them in the Agreement (as defined below).

BACKGROUND

A.  The Parties are parties to that certain Asset Purchase Agreement dated as of January 21, 2026 (the “Agreement”).

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Dated the 21th day of July 2026

EVOAIR HOLDINGS INC.

and

ONG BEE CHEN

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

FOR

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EXECUTIVE OFFICER

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made on 21th day of July 2026.

BETWEEN:

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Dated the [●]th day of February 2026

EVOAIR HOLDINGS INC.

and

ONG BEE CHEN

SECOND SUPPLEMENTAL EMPLOYMENT AGREEMENT

FOR

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EXECUTIVE DIRECTOR

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THIS SUPPLEMENTAL AGREEMENT is made on the [●] February 2026.

BETWEEN:

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Dated the 21th day of July 2026

EVOAIR HOLDINGS INC.

and

(DR.) LOW WAI KOON

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

FOR

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EXECUTIVE DIRECTOR

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THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made on the 21th day of July 2026.

BETWEEN:

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Dated the 21th day of July 2026

EVOAIR HOLDINGS INC.

and

CHAN KOK WEI

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

FOR

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EXECUTIVE DIRECTOR

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** AMENDED AND RESTATED EMPLOYMENT AGREEMENT** is made on the 21th day of July 2026.

BETWEEN:

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INDEPENDENT DIRECTOR AGREEMENT

This INDEPENDENT DIRECTOR AGREEMENT (the “Agreement”) is made and entered into as of this 21th day of July 2026, by and between EvoAir Holdings Inc., a Nevada, United States of America corporation (the “Company”), and Kim J Huntley (US Passport No. ***) (the “Independent Director”) and shall become effective on the Listing Date (as defined herein).

WHEREAS, the Company desires to engage the Independent Director, and the Independent Director desires to serve, as a non-employee director of the Company, subject to the terms and conditions contained in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the receipt of which is hereby acknowledged, the Company and the Independent Director, intending to be legally bound, hereby agree as follows:

1. DEFINITIONS.

(a) “Corporate Status” describes the capacity of the Independent Director with respect to the Company and the services performed by the Independent Director in that capacity.

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INDEPENDENT DIRECTOR AGREEMENT

This INDEPENDENT DIRECTOR AGREEMENT (the “Agreement”) is made and entered into as of this 21th day of July 2026, by and between EvoAir Holdings Inc., a Nevada, United States of America corporation (the “Company”), and Lee Kong Hian (U.S. Permanent Resident Card No.: ***) (the “Independent Director”) and shall become effective on the Listing Date (as defined herein).

WHEREAS, the Company desires to engage the Independent Director, and the Independent Director desires to serve, as a non-employee director of the Company, subject to the terms and conditions contained in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the receipt of which is hereby acknowledged, the Company and the Independent Director, intending to be legally bound, hereby agree as follows:

1. DEFINITIONS.

(a) “Corporate Status” describes the capacity of the Independent Director with respect to the Company and the services performed by the Independent Director in that capacity.

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