Browse EX-10 agreements

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL

LOAN AND SECURITY AGREEMENT

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THIS LOAN AND SECURITY AGREEMENT is dated as of July 9, 2026 (the “Closing Date”), and is among KOACH [NAME] LLC, a Michigan limited liability company (“Borrower”), each Person party hereto as a Guarantor (as defined below) from time to time, the creditors which are now or which hereafter become a party hereto (collectively, “Lenders” and each, a “Lender”), and CHICAGO ATLANTIC FINANCIAL SERVICES, LLC (“Chicago Atlantic”), as Administrative Agent.

recitals

WHEREAS, Borrower has asked Lenders to extend a term loan facility to Borrower; and

WHEREAS, subject to and upon the terms and conditions herein set forth, each Lender is willing to provide such financing to Borrower;

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	___________, 2026

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Chicago Atlantic Real Estate Finance, Inc.

1680 Michigan Avenue, Suite 700

Miami Beach, Florida 33139

	Re:	Chicago Atlantic Real Estate Finance, Inc. - Subscription Lock-up

Dear Sir or Madam:

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THIS CONVERTIBLE PROMISSORY NOTE (“NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE MAKER MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TO THE EFFECT THAT ANY SALE OR OTHER DISPOSITION IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

CONVERTIBLE PROMISSORY NOTE

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	___________, 2026

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Chicago Atlantic Real Estate Finance, Inc.

1680 Michigan Avenue, Suite 700

Miami Beach, Florida 33139

	Re:	Chicago Atlantic Real Estate Finance, Inc. - Subscription Lock-up

Dear Sir or Madam:

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL

LOAN AND SECURITY AGREEMENT

** **

THIS LOAN AND SECURITY AGREEMENT is dated as of July 9, 2026 (the “Closing Date”), and is among KOACH [NAME] LLC, a Michigan limited liability company (“Borrower”), each Person party hereto as a Guarantor (as defined below) from time to time, the creditors which are now or which hereafter become a party hereto (collectively, “Lenders” and each, a “Lender”), and CHICAGO ATLANTIC FINANCIAL SERVICES, LLC (“Chicago Atlantic”), as Administrative Agent.

recitals

WHEREAS, Borrower has asked Lenders to extend a term loan facility to Borrower; and

WHEREAS, subject to and upon the terms and conditions herein set forth, each Lender is willing to provide such financing to Borrower;

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Form of Lock-Up Agreement

July 10, 2026

Maxim Group LLC

300 Park Avenue, 16th Floor

New York, NY 10022

Ladies and Gentlemen:

The undersigned understands that Maxim Group LLC (the “Representative”) proposes to enter into a Placement Agency Agreement (the “Agreement “) with Elong Power Holding Limited, an exempted company duly incorporated with limited liability under the laws of the Cayman Islands (the “Company”), providing for the public offering (the “Public Offering”) of certain securities of the Company.

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SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of July 10, 2026, between Elong Power Holding 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.

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ACCEL ENTERTAINMENT, INC.

SECOND AMENDED AND RESTATED LONG TERM INCENTIVE PLAN

PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT NOTICE

Pursuant to the terms and conditions of the Accel Entertainment, Inc. Second Amended and Restated Long Term Incentive Plan, as amended from time to time (the “Plan”), Accel Entertainment, Inc. (the “Company”) hereby grants to the individual listed below (“you” or the “Participant”) the number of Performance-Based Restricted Stock Units (“PSUs”) set forth below in this Performance-Based Restricted Stock Unit Grant Notice (this “Grant Notice”). This award of PSUs (this “Award”) is subject to the terms and conditions set forth herein, in the Performance-Based Restricted Stock Unit Agreement attached hereto as Exhibit A(the “Agreement”) and the Plan attached hereto as Exhibit B, each of which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of July 10, 2026, between Haoxi Health Technology Limited, a company organized 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 (i) pursuant to an effective registration statement under the Securities Act (as defined below) as to the Shares, the Pre-Funded Warrants and the Pre-Funded Warrant Shares, 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.

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PLACEMENT AGENCY AGREEMENT

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July 10, 2026

Haoxi Health Technology Limited

Room 801, Tower C, Floor 8, Building 103, Huizhongli Chaoyang District

Attn: Mr. Zhen Fan, CEO

Dear Mr. Fan:

This letter (the “Agreement”) constitutes the agreement by and between Univest Securities, LLC (“Univest” or the “Placement Agent”) and Haoxi Health Technology Limited, a Cayman Islands company (the “Company”), pursuant to which the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placements (the “Placements”) via a registered direct offering of Class A ordinary shares of the Company, par value $0.32 per share, of the Company (“Ordinary Share”), and/or the Pre-Funded Warrants to purchase Ordinary Shares (the “Securities”). The terms of the Placements and the Securities shall be mutually agreed upon by the Company and the p

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Form of Lock-Up Agreement

July 10, 2026

Re: Securities Purchase Agreement, dated as of July 10, 2026 (the “Purchase Agreement”), between Haoxi Health Technology Limited (the “Company”) and the purchasers signatory thereto

Ladies and Gentlemen:

Defined terms not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the meanings set forth in the Purchase Agreement. The undersigned irrevocably agrees with Univest Securities, LLC (“Univest”) that, from the date hereof until 90 days from the Closing Date (as defined in the Purchase Agreement (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 or any person in privity with the undersigned or any Affiliate of the undersigned), directly or

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Execution Version

Loan Number: 1003352

FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of July 10, 2026

by and among

REALTY INCOME CORPORATION,

as US Borrower,

RI UK FINANCE LTD,

as UK Borrower,

REALTY INCOME EURO FINANCE B.V.,

as Netherlands Borrower,

THE FINANCIAL INSTITUTIONS PARTY HERETO
AND THEIR ASSIGNEES UNDER SECTION 13.6,

as Lenders,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent

WELLS FARGO SECURITIES, LLC,
BOFA SECURITIES, INC.,
JPMORGAN CHASE BANK, N.A.,
MIZUHO BANK, LTD.
and
TD Bank, N.A.,

as Joint Bookrunners,

WELLS FARGO SECURITIES, LLC,

BOFA SECURITIES, INC.,

JPMORGAN CHASE BANK, N.A.,

MIZUHO BANK, LTD.,

TD BANK, N.A.,

REGIONS CAPITAL MARKETS,

U.S. BANK NATIONAL ASSOCIATION,

ROYAL BANK OF CANADA

and

THE BANK OF NOVA SCOTIA,

as Joint Lead Arrangers,

BOFA SECURITIES, INC.,

JPMORGAN CHASE BANK, N.A.,

MIZUHO BANK, LTD.,

TD BANK, N.A.,

REGIONS CAPITAL MARKETS,

U.S. BANK NATIONAL ASSOCIATION,

ROYAL BANK OF CANADA

and

THE BANK OF NOVA SCOTIA,

as Syndication Agents,

and

GOLDMAN SACHS BANK USA,

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