Form 8-K

8-K — TEN Holdings, Inc.

Accession: 0001493152-26-025244

Filed: 2026-05-26

Period: 2026-05-22

CIK: 0002030954

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Entry into a Material Definitive Agreement

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

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EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

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8-K

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): May 22, 2026

TEN

Holdings, Inc.

(Exact

name of registrant as specified in its charter)

Nevada

001-42515

99-1291725

(State

or other jurisdiction

of incorporation)

(Commission

File

Number)

(IRS

Employer

Identification No.)

1170 Wheeler

Way

Langhorne,

19047

(Address of principal executive

offices)

(Zip Code)

Registrant’s

telephone number including area code: 1.800.909.9598

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock

XHLD

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01 Entry into a Material Definitive Agreement.

Stock

Purchase Agreement

May 22, 2026, TEN Holdings, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Purchase

Agreement”) with the purchaser named therein (the “Investor”), pursuant to which the Company

issued 500,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the

“Common Stock”), for gross proceeds of approximately $500,000. The Shares were issued in a private placement

exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).

The

Purchase Agreement includes certain customary representations, warranties and covenants with respect to the Company and the Investor.

The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such agreement and as

of specific dates, were solely for the benefit of the parties therein, and may be subject to limitations agreed upon by the contracting

parties. Accordingly, the Purchase Agreement is incorporated herein by reference only to provide investors with information regarding

the terms of the Purchase Agreement, and not to provide investors with any other factual information regarding the Company or its business,

and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the Securities

and Exchange Commission (the “SEC”).

The

foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the

Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into

this Item 1.01.

Registration

Rights Agreement

May 22, 2026, in connection with the Purchase Agreement, the Company also entered into a registration rights agreement with the Investor

(the “Registration Rights Agreement”), requiring the Company to register for resale the Shares by filing with

the SEC a resale registration statement under the Securities Act within thirty days following the date of the Purchase Agreement.

The

foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference

to the Registration Rights Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated

by reference into this Item 1.01.

Item

3.01 Notice of Delisting or Failure to Satisfy a Continued Rule or Standard; Transfer of Listing.

May 26, 2026, the Company received a deficiency letter from the Listing Qualifications Department (the “Staff”)

of The Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that it is not in compliance with Nasdaq Listing

Rule 5550(b)(1) (the “Equity Standard”), which requires the Company to maintain a minimum of $2,500,000 in

stockholders’ equity. The deficiency letter does not result in the immediate delisting of the Common Stock from the Nasdaq Capital

Market. In accordance with Nasdaq Listing Rules, the Company has up to 45 calendar days, or until July 10, 2026, to submit to the Staff

a plan to regain compliance with the Equity Standard or the alternatives of market value of listed securities or net income from continuing

operations. If the Company’s plan is accepted, the Company will be granted an extension of up to 180 calendar days, or until November

22, 2026, to regain compliance. If the Staff does not accept the Company’s plan to regain compliance, the Company would then be

entitled to request a hearing and appeal the Staff’s determination to a Nasdaq Hearings Panel.

The

Company intends to consider available options to regain compliance with the Equity Standard, however, there can be no assurance that

the Company will be able to regain compliance.

Item

3.02 Unregistered Sales of Equity Securities.

The

applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The

Shares were issued to the Investor, who has represented to the Company that is not a person who is in the United States, in a private

placement pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act.

Item

9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished or filed with this report, as applicable:

Exhibit

No.

Description

10.1

Stock Purchase Agreement, dated May 22, 2026.

10.2

Registration Rights Agreement, dated May 22, 2026.

104

Cover

Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

TEN

HOLDINGS, INC.

Date:

May 26, 2026

By:

/s/

Virgilio D. Torres

Virgilio

D. Torres

Chief

Executive Officer, Chief Financial Officer and Director

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

Execution

Version

STOCK

PURCHASE AGREEMENT

THIS

STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of May 22, 2026, by and between TEN Holdings, Inc., a

Nevada corporation (the “Company”), and Wang Huaqiu, a resident of China (including any assigns, the “Purchaser”).

BACKGROUND

A. The

Company and the Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded

by Regulation S as promulgated by the United States Securities and Exchange Commission (the “Commission”) under the

Securities Act.

B. The

Purchaser wishes to purchase, and the Company wishes to issue and sell, upon the terms and conditions stated in this Agreement, 500,000

shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (“Common Stock”).

At the Closing (as defined below), the parties hereto shall execute and deliver a Registration

Rights Agreement, substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”),

pursuant to which, among other things, the Company will agree to provide certain registration rights with respect to the Shares under

the Securities Act and the rules and regulations promulgated thereunder and other applicable securities laws.

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 Purchaser hereby agree as follows:

Article

DEFINITIONS

Section

1.1 Definitions.

addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms shall have the meanings

indicated in this Section 1.1:

“Affiliate”

means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, Controls, is controlled

by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act. With

respect to the Purchaser, any investment fund or managed account that is managed on a discretionary basis by the same investment manager

as the Purchaser will be deemed to be an Affiliate of the Purchaser.

“Board

of Directors” means the board of directors of the Company.

“Business

Day” means any day except Saturday, Sunday, any day which is a federal legal holiday in the United States or any day on which

banking institutions in the Commonwealth of Pennsylvania are authorized or required by law or other governmental action to close.

“Company

Counsel” means Polsinelli PC.

“Company’s

Knowledge” means with respect to any statement made to the Company’s Knowledge, that the statement is based upon the

actual knowledge, or the knowledge that would have been acquired after reasonable investigation, of the executive officers of the Company

or any of its Subsidiaries having responsibility for the matter or matters that are the subject of the statement. With respect to any

matters relating to Intellectual Property, such awareness or reasonable expectation to have knowledge does not require any such individual

to conduct or have conducted or obtain or have obtained any freedom to operate opinions of counsel or any Intellectual Property rights

clearance searches.

“Contract”

means, with respect to any Person, any written agreement, contract, subcontract, lease (whether for real or personal property), mortgage,

license, or other legally binding commitment or undertaking of any nature to which such Person is a party or by which such Person or

any of its assets are bound or affected under applicable Law.

“Control”

(including the terms “controlling”, “controlled by” or “under common control with”) means the possession,

direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership

of voting securities, by contract or otherwise.

“Effect”

means any effect, change, event, circumstance or development.

“Effective

Date” means the date on which the initial Registration Statement required by Section 2(a) of the Registration Rights Agreement

is first declared effective by the Commission.

“Employee

Plan” means any Employee Plan that the Company or any of its Subsidiaries (i) sponsors, maintains, administers, or contributes

to, or (ii) provides benefits under or through, or (iii) has any obligation to contribute to or provide benefits under or through, or

(iv) with respect to which have any liability, or (v) utilizes to provide benefits to or otherwise cover any current or former employee,

officer, director or other service provider of the Company or any of its Subsidiaries (or their spouses, dependents, or beneficiaries).

“Encumbrance”

means any lien, pledge, hypothecation, charge, mortgage, security interest, lease, exclusive license, option, easement, reservation,

servitude, adverse title, claim, infringement, interference, option, right of first refusal, preemptive right, community property interest

or restriction or encumbrance of any nature (including any restriction on the voting of any security, any restriction on the transfer

of any security or other asset, any restriction on the receipt of any income derived from any asset, any restriction on the use of any

asset and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset).

“Exchange

Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated

thereunder.

“GAAP”

means United States generally accepted accounting principles.

“Governmental

Authority” means any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction

of any nature, (b) federal, state, local, municipal, foreign, supra-national or other government, (c) governmental or quasi-governmental

authority of any nature (including any governmental division, department, agency, commission, bureau, instrumentality, official, ministry,

fund, foundation, center, organization, unit, body or entity and any court or other tribunal, and for the avoidance of doubt, any taxing

authority) or (d) self-regulatory organization (including Nasdaq).

“Intellectual

Property” means all of the following: (i) patents, patent applications, patent disclosures and inventions (whether or not patentable

and whether or not reduced to practice); (ii) trademarks, service marks, trade dress, trade names, corporate names, logos, slogans and

Internet domain names, together with all goodwill associated with each of the foregoing; (iii) copyrights and copyrightable works; (iv)

registrations, applications and renewals for any of the foregoing; and (v) proprietary computer software (including but not limited to

data, data bases and documentation).

“Law”

means any federal, state, national, supra-national, foreign, local or municipal or other law, statute, constitution, principle of common

law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented

or otherwise put into effect by or under the authority of any Governmental Authority (including under the authority of Nasdaq or the

Financial Industry Regulatory Authority).

“Material

Adverse Effect” means any Effect, individually or together with any other Effect, that has had, has, or would reasonably be

expected to have a material adverse effect on the business, financial condition, assets, liabilities or results of operations of the

Company or its Subsidiaries, taken as a whole; provided, however, that Effects arising or resulting from the following

shall not be taken into account in determining whether there has been a Material Adverse Effect: (a) the announcement or disclosure of

the sale of the Shares or other transactions contemplated by this Agreement, (b) the taking of any action, or the failure to take any

action, by the Company that is required to comply with the terms of this Agreement, (c) any natural disaster or epidemics, pandemics

or other force majeure events, or any act or threat of terrorism or war, any armed hostilities or terrorist activities (including any

escalation or general worsening of any of the foregoing) anywhere in the world or any governmental or other response or reaction to any

of the foregoing, (d) any change in GAAP or applicable Law or the interpretation thereof or (e) general economic or political conditions

or conditions generally affecting the industries in which the Company and its Subsidiaries operate; except in each case with respect

to clauses (c), (d) and (e), to the extent disproportionately affecting the Company and its Subsidiaries, taken as a whole, relative

to other similarly situated companies in the industries in which the Company and its Subsidiaries operate.

“Nasdaq”

means The Nasdaq Stock Market.

“Offshore

Transaction” has the meaning ascribed to such term in Rule 902(h) of Regulation S.

“Permitted

Encumbrances” means (i) Encumbrances for current taxes and assessments not yet past due or the amount or validity of which

is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s

and carriers’ Encumbrances arising in the ordinary course of business of the Company consistent with past practice, (iii) non-exclusive

licenses of Intellectual Property rights granted by the Company or any of its Subsidiaries in the ordinary course of business and that

do not (in any case or in the aggregate) materially detract from the value of the intellectual property rights subject thereto, and (iv)

any such matters of record, Encumbrances and other imperfections of title that do not, individually or in the aggregate, materially impair

the continued ownership, use and operation of the assets to which they relate in the business of the Company as currently conducted.

“Person”

means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability

company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Principal

Trading Market” means the Trading Market on which the Common Stock is primarily listed on and quoted for trading, which, as

of the date of this Agreement and the Closing Date, shall be the Nasdaq Capital Market.

“Proceeding”

means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such

as a deposition), whether commenced or threatened.

“Registrable

Securities” has the meaning set forth in the Registration Rights Agreement.

“Registration

Statement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering

the resale by the Purchaser of the Registrable Securities.

“Regulation

S” means Regulation S promulgated by the Commission under the Securities Act.

“Reporting

Period” means the period commencing on the Closing Date and ending with respect to the Purchaser on the earliest of: (i) the

date as of which the Purchaser may sell all of the Shares purchased hereunder under Rule 144 without volume or manner-of-sale restrictions

and without the requirement for the Company to be in compliance with the current public information requirements under Rule 144(c)(1)

(or any successor thereto) promulgated under the Securities Act, or (ii) the date on which the Purchaser shall have sold all of the Shares

purchased hereunder.

“Rule

144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to

time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Securities

Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Short

Sales” include, without limitation, (i) all “short sales” as defined in Rule 200 promulgated under Regulation

SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sale contracts,

options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act)

and similar arrangements (including on a total return basis), and (ii) sales and other transactions through non-U.S. broker dealers or

non-U.S. regulated brokers (but shall not be deemed to include the location and/or reservation of borrowable shares of Common Stock).

“Subsidiary”

means any subsidiary of the Company.

“Trading

Day” means a day on which the Principal Trading Market is open for business.

“Trading

Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date

in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York

Stock Exchange (or any successors to any of the foregoing).

“Transaction

Documents” means this Agreement, the schedules and exhibits attached hereto, the Registration Rights Agreement and any other

documents or agreements explicitly contemplated hereunder.

“Transfer

Agent” means Computershare Trust Company, Inc., the current transfer agent of the Company, or any successor transfer agent

for the Company.

“U.S.

Person” has the meaning ascribed to such term in Rule 902(k) of Regulation S.

“United

States” has the meaning ascribed to such term in Rule 902(l) of Regulation S.

Article

PURCHASE AND SALE

Section

2.1 Purchase and Sale.

the date hereof (or such other date as the parties may agree) (the “Closing Date”), upon the terms and subject to

the conditions set forth herein, the Company will issue and sell to the Purchaser, and the Purchaser will purchase, the Shares at a price

of $1.00 per Share, for an aggregate purchase price to be paid by the Purchaser of $500,000.00, in United States dollars (the “Subscription

Amount”).

Section

2.2 Closing.

(a) Closing.

The closing of the purchase and sale of the Shares (the “Closing”) shall take place remotely via exchange of executed

documents on the Closing Date.

(b) Payment.

On or prior to the Closing Date, the Purchaser shall deliver to the Company the Subscription Amount via wire transfer of immediately

available funds to an account designated in writing by the Company, or by other means approved by the Company on or prior to the Closing

Date. At the Closing, following the receipt by the Company of the entire portion of the Subscription Amount payable by the Purchaser,

the Company shall issue to the Purchaser the Shares in book entry, registered in the name of the Purchaser free and clear of any liens

or restrictions (other than restrictions arising under federal securities laws).

Section

2.3 Closing Deliverables.

(a) On

or prior to the Closing, the Company shall issue, deliver or cause to be delivered to the Purchaser the following (the “Company

Deliverables”):

(i) this

Agreement, duly executed by the Company;

(ii) the

Registration Rights Agreement, duly executed by the Company;

(iii) evidence

of the issuance of the Shares in the name of the Purchaser by book entry on the stock ledger of the Company;

(iv) the

Company shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing of the Shares (the “Listing

Submission”);

(v) a

certificate of the Secretary of the Company, dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors

or a duly authorized committee thereof of the Company approving the transactions contemplated by this Agreement and the other Transaction

Documents and the issuance of the Shares, (b) certifying the Articles of Incorporation (as defined below) and Bylaws (as defined below)

in effect on the Closing Date and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and

related documents on behalf of the Company; and

(vi) a

certificate evidencing the incorporation and good standing of the Company issued by the Secretary of State of the State of Nevada, as

of a date within ten (10) Business Days of the Closing Date.

(b) On

or prior to the Closing, the Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):

(i) this

Agreement, duly executed by the Purchaser;

(ii) the

Registration Rights Agreement, duly executed by the Purchaser; and

(iii) the

Subscription Amount, in United States dollars and in immediately available funds, by wire transfer to the Company.

Article

III

REPRESENTATIONS AND WARRANTIES

Section

3.1 Representations and Warranties of the Company.

Except

as previously disclosed in the SEC Reports (as defined below), the Company hereby represents and warrants the following as of the date

hereof (except for the representations and warranties that speak as of a specific date, which shall be made as of such date) to the Purchaser:

(a) Due

Organization; Subsidiaries. The Company is a corporation duly incorporated, validly existing and in good standing under the

Laws of the jurisdiction of its incorporation and has all necessary corporate power and authority: (i) to conduct its business in the

manner in which its business is currently being conducted, (ii) to own or lease and use its property and assets in the manner in which

its property and assets are currently owned or leased and used and (iii) to perform its obligations under all Contracts by which it is

bound. All of the Company’s Subsidiaries are wholly owned by the Company. Each of the Company and its Subsidiaries is licensed

and qualified to do business, and is in good standing (to the extent applicable in such jurisdiction), under the Laws of all jurisdictions

where the nature of its business in the manner in which its business is currently being conducted requires such licensing or qualification

other than in jurisdictions where the failure to be so qualified individually or in the aggregate would not reasonably be expected to

have a Material Adverse Effect.

(b) Authorization;

Enforcement; Validity. The Company has the requisite corporate power and authority to enter into this Agreement and the other Transaction

Documents and to consummate the transactions contemplated hereby or thereby. All corporate action on the part of the Company, its directors

and stockholders necessary for the authorization, execution, sale, issuance and delivery of the Shares contemplated herein has been taken.

Each of the Transaction Documents to which the Company is a party have been (or upon delivery will have been) duly executed and delivered

by the Company and is, or when delivered in accordance with the terms hereof or thereof, will constitute the legal, valid and binding

obligation of the Company enforceable against the Company in accordance with its respective terms, except (i) as such enforceability

may be limited by applicable bankruptcy, examinership, insolvency, reorganization, moratorium, liquidation or similar laws relating to,

or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application,

(ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii)

insofar as indemnification and contribution provisions may be limited by applicable law.

Conflicts. The execution, delivery and performance by the Company of the Transaction Documents to which it is a party and the issuance,

sale and delivery of the Shares, the performance by the Company of its obligations under this Agreement and the other Transaction Documents

and the consummation of the transactions contemplated hereby or thereby do not and will not conflict with, result in the breach or violation

of, or constitute (with or without the giving of notice or the passage of time or both) a violation of, or default under, (i) any bond,

debenture, note or other evidence of indebtedness, or under any lease, license, franchise, permit, indenture, mortgage, deed of trust,

loan agreement, joint venture or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which

it or its properties may be bound or affected, (ii) the Company’s articles of incorporation, as in effect on the date hereof (the

“Articles of Incorporation”), the Company’s bylaws, as in effect on the date hereof (the “Bylaws”),

or the equivalent document with respect to any of the Company’s Subsidiaries, as amended and as in effect on the date hereof, or

(iii) any statute or law, judgment, decree, rule, regulation, ordinance or order of any court or governmental or regulatory body (including

Nasdaq), Governmental Authority applicable to the Company, any of its Subsidiaries or their respective properties, except in the case

of clauses (i) and (iii) for such conflicts, breaches, violations or defaults that would not reasonably be expected to have, individually

or in the aggregate, a Material Adverse Effect.

(d) Filings,

Consents and Approvals. Except for any Current Report on Form 8-K to be filed by the Company in connection with the transaction contemplated

hereby, any required filing with Nasdaq, including the Listing Submission, and the Registration Statement required to be filed by the

Registration Rights Agreement, neither the Company nor any of its Subsidiaries is required to give any notice to, or make any filings

with, or obtain any authorization, consent, or approval of any U.S. government or governmental agency in order to consummate the transactions

contemplated by the Transaction Documents. Assuming the accuracy of the representations of the Purchaser in Section 3.2,

no consent, approval, authorization or other order of, or registration, qualification or filing with, any Governmental Authority is required

for the execution and delivery of the Transaction Documents or the valid issuance, sale and delivery of the Shares (other than such as

have been or will be made or obtained), or for any securities filings required to be made under U.S. federal securities laws or the rules

and regulations of Nasdaq. The Company and its Subsidiaries are unaware of any facts or circumstances that might prevent the Company

from obtaining or effecting any of the registration, application or filings pursuant to this Section 3.1(d).

(e) Issuance

of the Shares. The issuance of the Shares has been duly authorized and the Shares, when issued and paid for in accordance with the

terms of this Agreement, will be duly and validly issued, fully paid and nonassessable and free and clear of any Encumbrances, preemptive

rights or restrictions (other than as provided in this Agreement or any restrictions on transfer generally imposed under applicable securities

laws).

(f) Capitalization.

(i) As

of May 20, 2026 (the “Capitalization Date”), before giving effect to the issuance of the Shares, the authorized capital

stock of the Company consisted of (x) 1,000,000 shares of preferred stock, $0.0001 par value per share (the “Preferred Stock”),

none of which were issued and outstanding and convertible into shares of Common Stock, and (y) 250,000,000 shares of Common Stock, 3,977,443

shares of which were issued and outstanding. The Preferred Stock and the Common Stock are collectively referred to herein as the “Capital

Stock.” All of the issued and outstanding shares of Capital Stock have been duly authorized and validly issued, and are fully

paid and nonassessable and are free of any Encumbrances. As of the Capitalization Date, the Company has 197,609 shares of Common Stock

reserved for issuance upon the exercise of outstanding options. As of the Capitalization Date, the Company had (i) an aggregate of 69,057

shares of Common Stock available for grant under the Company’s 2024 Equity Incentive Plan.

(ii) None

of the outstanding shares of Capital Stock or outstanding options or warrants to purchase Capital Stock of the Company were issued in

violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company.

Except as otherwise set forth in this Agreement or the SEC Reports, as of the date hereof there are no outstanding options, warrants,

rights (including conversion or preemptive rights), agreements, arrangements or commitments of any character, whether or not contingent,

relating to the issued or unissued Capital Stock of the Company or obligating the Company to issue or sell any share of Capital Stock

of, or other equity interest in, the Company. The issuance and sale of the Shares will not obligate the Company to issue shares of Common

Stock or other securities to any Person (other than the Purchaser) and will not result in a right of any holder of Company securities

to adjust the exercise, conversion, exchange or reset price under any of such securities.

(g) SEC

Reports; Disclosure Materials. The Company has filed or furnished, as applicable, on a timely basis all forms, statements, certifications,

reports and documents required to be filed or furnished by it with the Commission under the Exchange Act or the Securities Act since

March 31, 2025 (the “SEC Reports”). As of the time it was filed with the Commission (or, if amended or superseded

by a filing prior to the date of this Agreement, then on the date of such filing), each of the SEC Reports complied in all material respects

with the applicable requirements of the Securities Act or the Exchange Act (as the case may be) and as of the time they were filed, none

of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein

or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(h) Financial

Statements. As of their respective filing dates, the financial statements (including any related notes) contained or incorporated

by reference in the SEC Reports (i) complied as to form in all material respects with the Securities Act and the Exchange Act, as applicable,

(ii) were prepared in accordance with GAAP (except as may be indicated in the notes to such financial statements or, in the case of unaudited

financial statements, as permitted by Form 10-Q of the Commission, and except that the unaudited financial statements may not contain

footnotes and are subject to normal and recurring year-end adjustments that are not reasonably expected to be material in amount) applied

on a consistent basis unless otherwise noted therein throughout the periods indicated and (iii) fairly present, in all material respects,

the consolidated financial position of the Company as of the respective dates thereof and the results of operations and cash flows of

the Company for the periods covered thereby. Other than as expressly disclosed in the SEC Reports filed prior to the date hereof, there

has been no material change in the Company’s accounting methods or principles that would be required to be disclosed in the Company’s

financial statements in accordance with GAAP. Except as set forth in the consolidated financial statements of the Company included in

the SEC Reports filed prior to the date hereof, the Company has not incurred any liabilities, contingent or otherwise, except those incurred

in the ordinary course of business, consistent (as to amount and nature) with past practices since the date of such financial statements,

none of which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect. The books

of account and other financial records of the Company and each of its Subsidiaries are true and complete in all material respects.

(i) Independent

Accountants. AssentSure PAC, who have certified certain financial statements of the Company and delivered their report with respect

to the audited financial statements included in the SEC Reports, has, on the respective filing dates of the financial statements contained

or incorporated by reference in the SEC Reports, been (i) a registered public accounting firm (as defined in Section 2(a)(12) of the

Sarbanes-Oxley Act), (ii) to the Company’s Knowledge, “independent” with respect to the Company within the meaning

of Regulation S-X under the Exchange Act and (iii) to the Company’s Knowledge, in compliance with subsections (g) through (l) of

Section 10A of the Exchange Act and the rules and regulations promulgated by the Commission and the Public Accounting Oversight Board

thereunder.

(j) Absence

of Certain Changes. Since March 31, 2026, except as set forth in the SEC Reports and the consummation of the transactions contemplated

by this Agreement, there has been (i) no material adverse change to, and no material adverse development in, the business, properties,

operations, condition (financial or otherwise), results of operations or prospects of the Company or its Subsidiaries and (ii) no Material

Adverse Effect. Except as set forth in the SEC Reports, since September 30, 2025, neither the Company nor any of its Subsidiaries has

(i) declared or paid any dividends, (ii) sold any material assets, individually or in the aggregate, outside of the ordinary course of

business, (iii) made any material change or material amendment to, or waiver of any material right, or termination of, any material Contract

or (iv) had material capital expenditures, individually or in the aggregate, outside of the ordinary course of business. Neither the

Company nor any of its Subsidiaries has taken any steps to seek protection pursuant to any bankruptcy law nor does the Company have any

knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any

fact that would reasonably lead any such creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis,

after giving effect to the transactions contemplated hereby to occur at the Closing, will not be Insolvent (as defined below). For purposes

of this Section 3.1(j), “Insolvent” means, with respect to any Person, (i) the present fair saleable

value of such Person’s assets is less than the amount required to pay such Person’s total indebtedness, (ii) such Person

is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and

matured, (iii) such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts

mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business

is now conducted and is proposed to be conducted.

(k) Litigation.

There is no action, suit, proceeding or investigation pending or, to the Company’s Knowledge, currently threatened in writing against

the Company or any of its directors and officers that questions the validity of the Transaction Documents or the right of the Company

to enter into the Transaction Documents or to consummate the transactions contemplated hereby. There is no material action, suit, proceeding

or investigation pending or, to the Company’s Knowledge, currently threatened in writing against the Company or any Subsidiary

or any of their respective directors and officers.

(l) Conduct

of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in default under

its Articles of Incorporation, any certificate of designations of any outstanding series of preferred stock of the Company or the Bylaws

or their organizational charter or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in (i) default of, or in

violation of, nor has the Company or any of its Subsidiaries received written notice of a claim that it is in default under or that it

is in violation of, any Contract (whether or not such default or violation has been waived) or (ii) violation of any judgment, decree

or order or any statute, ordinance, rule or regulation applicable to the Company or its Subsidiaries, and neither the Company nor any

of its Subsidiaries will conduct its business in violation of any of the foregoing, except in each case for defaults or violations which

would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality

of the foregoing, except as disclosed in the SEC Reports, the Company is not in violation of any of the rules, regulations or requirements

of Nasdaq and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock

by Nasdaq in the foreseeable future. The Company and its Subsidiaries possess all certificates, authorizations and permits issued by

the appropriate regulatory authorities necessary to conduct their respective businesses as currently conducted, except where the failure

to possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in the aggregate, a

Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings relating to the

revocation or modification of any such certificate, authorization or permit.

(m) Title

to Assets. Each of the Company and its Subsidiaries owns, and has good and marketable title to, or, in the case of leased properties

and assets, valid leasehold interests in, all tangible properties or tangible assets and equipment used or held for use in its business

or operations or purported to be owned by it, including: (i) all tangible assets reflected on the financial statements (including the

related notes and schedules thereto) included (or incorporated by reference) in the SEC Reports and (ii) all other tangible assets reflected

in the books and records of the Company as being owned by the Company. All of such assets are owned or, in the case of leased assets,

leased by the Company or any of its Subsidiaries free and clear of any Encumbrances, other than Permitted Encumbrances.

(n) Disclosure

Controls/Procedures and Internal Controls. The Company has established and maintains disclosure controls and procedures (as defined

in Rules 13a-15 and 15d-15 under the 1934 Act), which (i) are designed to ensure that material information relating to the Company, including

its Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within

those entities; (ii) have been evaluated by management of the Company for effectiveness as of the end of the Company’s most recent

fiscal quarter; and (iii) are effective in all material respects to perform the functions for which they were established. Since the

end of the Company’s most recent audited fiscal year, there have been no material weaknesses in the Company’s internal control

over financial reporting (whether or not remediated) and no change in the Company’s internal control over financial reporting that

has materially affected, or would reasonably be expected to materially affect, the Company’s internal control over financial reporting.

The Company is not aware of any change in its internal controls over financial reporting that has occurred during its most recent fiscal

quarter that has materially affected, or would reasonably be expected to materially affect, the Company’s internal control over

financial reporting.

(o) Sarbanes-Oxley.

The Company is in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules

and regulations promulgated thereunder.

(p) No

Registration. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 3.2

of this Agreement, no registration under the Securities Act is required for the offer and sale of the Shares by the Company to the Purchaser

as contemplated hereby.

(q) Certain

Fees. No Person will have, as a result of the transactions contemplated by this Agreement, any valid right, interest or claim against

or upon the Company or the Purchaser for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding

entered into by or on behalf of the Company. The Purchaser shall have no obligation with respect to any fees or with respect to any claims

made by or on behalf of other Persons for fees of a type contemplated in this Section 3.1(v) that may be due in connection

with the transactions contemplated by the Transaction Documents. The Company shall indemnify, pay, and hold the Purchaser harmless against,

any liability, loss or expense (including, without limitation, attorneys’ fees and out-of-pocket expenses) arising in connection

with any such right, interest or claim.

(r) Registration

Rights. Other than the Purchaser or as contemplated by the Registration Rights Agreements or as set forth in the SEC Reports, or

as otherwise disclosed to the Purchaser, no Person has any right to cause the Company to effect the registration under the Securities

Act of any securities of the Company other than those securities which are currently registered on an effective registration statement

on file with the Commission.

(s) Listing

and Maintenance Requirements. The Company’s Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act,

and the Company has taken no action designed to terminate the registration of the Common Stock under the Exchange Act, nor has the Company

received any notification that the Commission is contemplating terminating such registration or listing. To the Company’s Knowledge,

the Company is, and after giving effect to the transactions anticipated to occur at the Closing, and subject to receipt or completion

of the filings, consents and approvals set forth in Section 3.1(d), the Company will be in compliance with all applicable initial and

continued listing requirements of the Principal Trading Market.

(t) Disclosure.

The Company confirms that it has not provided and, to the Company’s Knowledge, none of its officers or directors nor any other

Person acting on its or their behalf has provided the Purchaser, in its capacity solely as the Purchaser hereunder and not as an Affiliate

of the Company or its Subsidiaries, or its respective agents or counsel with any information that it believes constitutes material, non-public

information except insofar as the existence, provisions and terms of the Transaction Documents and the proposed transactions hereunder

may constitute such information and except for information that will be disclosed by the Company in the Transaction Form 8-K (as defined

below) and in the Press Release as contemplated by Section 4.4 hereof. The Company understands and confirms that the Purchaser

will rely on the foregoing representations in effecting transactions in securities of the Company.

(u)

No Integrated Offering. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section

3.2, none of the Company, its Subsidiaries nor, to the Company’s Knowledge, any of its Affiliates or any Person acting on its

behalf has, directly or indirectly, at any time within the past six months, made any offers or sales of any Company security or solicited

any offers to buy any Company security under circumstances that would cause the offering of the Shares pursuant to the Transaction Documents

to be integrated with prior offerings by the Company for purposes of any applicable law, regulation or stockholder approval provisions,

including, without limitation, under the rules and regulations of any Trading Market on which any of the securities of the Company are

listed or designated.

(v) Tax

Matters. Each of the Company and each of its Subsidiaries has timely filed all income tax returns and all other material tax returns

that were required to be filed by or with respect to it under applicable Law (taking into account any applicable extensions thereof).

All such tax returns were correct and complete in all material respects and have been prepared in material compliance with all applicable

Law. Subject to exceptions as would not be material, no claim has ever been made by a Governmental Authority in a jurisdiction where

the Company or any of its Subsidiaries does not file tax returns that the Company or any of its Subsidiaries is subject to taxation by

that jurisdiction. All material amounts of taxes due and owing by the Company and each of its Subsidiaries (whether or not shown on any

tax return) have been timely paid. Since the date of the most recent financial statements (including the related notes and schedules

thereto) included (or incorporated by reference) in the SEC Reports, neither the Company nor any of its Subsidiaries has incurred any

material liability for taxes outside the ordinary course of business consistent with past practice.

(w) No

Directed Selling Efforts. Neither the Company nor, to the Company’s Knowledge, any distributor, Affiliate or Person acting

on behalf of the Company or any such distributor or Affiliate has engaged in any directed selling efforts (as defined in Regulation S)

in the United States with respect to the Shares, nor has any such Person taken any action that would cause the offer or sale of the Shares

to be made other than in an Offshore Transaction pursuant to Regulation S.

(x) Off

Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company (or any Subsidiary) and

an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in SEC Reports and is not so disclosed

and would have or reasonably be expected to result in a Material Adverse Effect.

(y) Acknowledgment

Regarding Purchaser’s Purchase of Shares. The Company acknowledges and agrees that the Purchaser is acting solely in the capacity

of an arm’s length purchaser with respect to this Agreement and the other Transaction Documents and the transactions contemplated

hereby and thereby. The Company further acknowledges that the Purchaser is not acting as a financial advisor of the Company or any of

its Subsidiaries (or in any similar capacity) with respect to this Agreement and the other Transaction Documents and the transactions

contemplated hereby and thereby, and any advice given by the Purchaser or any of its representatives or agents in connection with this

Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Purchaser’s

purchase of the Shares. The Company further represents to the Purchaser that the Company’s decision to enter into the Transaction

Documents has been based solely on the independent evaluation by the Company and its representatives.

(z) No

Price Stabilization or Manipulation; Compliance with Regulation M. Neither the Company nor any of its Subsidiaries has taken, directly

or indirectly, any action designed to or that might cause or result in stabilization or manipulation of the price of the any security

of the Company to facilitate the sale or resale of the Shares or otherwise, and has taken no action which would directly or indirectly

violate Regulation M under the Exchange Act.

(aa) No

Additional Agreements. Neither the Company nor any of its Subsidiaries has any agreement or understanding with the Purchaser with

respect to the transactions contemplated by the Transaction Documents other than as specified in the Transaction Documents.

(bb) Shell

Company Status. The Company is not, and has never been, an issuer identified in, or subject to, Rule 144(i)(1) of the Securities

Act.

Section

3.2 Representations and Warranties of the Purchaser.

The

Purchaser hereby acknowledges, represents and warrants as of the date hereof to the Company as follows:

(a) No

Offering Document. No disclosure or offering document has been prepared in connection with the offer and sale of the Shares by the

Company or its Affiliates.

(b) Enforceability.

Each Transaction Document to which the Purchaser is a party has been duly executed by the Purchaser, and when delivered by the Purchaser

in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable against it

in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium,

liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other

equitable principles of general application.

Conflicts. The execution, delivery and performance by the Purchaser of this Agreement and the Registration Rights Agreement and the

consummation by the Purchaser of the transactions contemplated hereby and thereby will not (i) conflict with, or constitute a default

(or any event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination,

amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Purchaser is a party to, or (ii) result

in a violation of any law, rule, regulation, order, judgment or decree (including U.S. federal and International Jurisdiction securities

laws) applicable to the Purchaser, except, in either case, for such conflicts, defaults, rights or violations which would not, individually

or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Purchaser to perform its obligations

hereunder.

(d) Investment

Intent.

(i) The

Purchaser understands that the Shares are being offered and sold solely outside the United States pursuant to Regulation S, that the

Shares are “restricted securities” and that the Shares have not been registered under the Securities Act. The Purchaser is

acquiring the Shares as principal for its own account, in an Offshore Transaction, and not with a view to, or for distributing or reselling

such Shares or any part thereof in the United States or to any U.S. Person in violation of the Securities Act, Regulation S or any other

applicable securities laws; provided, however, that by making the representations herein, the Purchaser does not agree to hold any of

the Shares for any minimum period of time and reserves the right, subject to the provisions of this Agreement and the Registration Rights

Agreement, at all times to sell or otherwise dispose of all or any part of such Shares pursuant to an effective registration statement

under the Securities Act, Rule 144, Regulation S or another available exemption from, or in a transaction not subject to, registration

under the Securities Act and in compliance with applicable securities laws. The Purchaser is acquiring the Shares hereunder in the ordinary

course of its business.

(ii) The

Purchaser does not presently have any agreement, plan or understanding, directly or indirectly, with any Person to distribute or effect

any distribution of any of the Shares (or any securities which are derivatives thereof) to or through any person or entity; the Purchaser

is not a registered broker-dealer under Section 15 of the Exchange Act or an entity engaged in a business that would require it to be

so registered as a broker-dealer.

(e) The

Purchaser:

(i) is

not a U.S. Person (as defined in Regulation S and for the purpose of this Agreement includes any person in the United States);

(ii) is

not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;

(iii) is

knowledgeable of, or has been independently advised as to, the applicable securities laws of the securities regulators having application

in the jurisdiction in which the Purchaser is resident (the “International Jurisdiction”) which would apply to the

acquisition of the Shares;

(iv) is

acquiring the Shares pursuant to exemptions from registration or equivalent requirements under applicable securities laws or, if such

is not applicable, the Purchaser is permitted to acquire the Shares under the applicable securities laws of the securities regulators

in the International Jurisdiction without the need to rely on any exemptions;

(v) acknowledges

that the applicable securities laws of the authorities in the International Jurisdiction do not require the Company to make any filings

or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in

connection with the issue and sale or resale of any of the shares of Shares;

(vi) represents

and warrants that the acquisition of the Shares by the Purchaser does not trigger: any obligation to prepare and file a prospectus or

similar document, or any other report with respect to such purchase in the International Jurisdiction, or any continuous disclosure reporting

obligation of the Company in the International Jurisdiction;

(vii) will,

if requested by the Company, deliver to the Company a certificate or opinion of local counsel from the International Jurisdiction which

will confirm the matters referred to in subparagraphs (v), (vi) and (vii) above to the satisfaction of the Company, acting reasonably;

(viii) is

outside the United States when receiving and executing this Agreement;

(ix) understands

and agrees not to engage in any hedging transactions involving any of the Shares unless such transactions are in compliance with the

provisions of the Securities Act and Regulation S;

(x) acknowledges

that it has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined

in Regulation S) in the United States in respect of any of the Shares which would include any activities undertaken for the purpose of,

or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the

Shares; provided, however, that the Purchaser may sell or otherwise dispose of any of the Shares pursuant to registration of any of the

Shares pursuant to the Securities Act and any applicable state securities laws or under an exemption from such registration requirements

and as otherwise provided herein;

(xi) acknowledges

that the Shares have not been registered under the Securities Act and may not be offered or sold within the United States or to, or for

the account or benefit of, U.S. Persons (as defined in Regulation S) except in accordance with Regulation S under the Securities Act

or pursuant to registration under the Securities Act, or another exemption from, or in a transaction not subject to, the registration

requirements of the Securities Act; and

(xii) agrees

that it has not offered or sold and will not offer or sell the Shares in the United States or to, or for the benefit or account of, a

U.S. Person (as defined in Regulation S) (i) as part of their distribution at any time and (ii) otherwise until six months after the

later of the commencement of the offering of the Shares pursuant hereto or the Closing Date, other than in accordance with Regulation

S, registration under the Securities Act or another exemption from the registration requirements of the Securities Act.

(f) Purchaser

Sophistication. The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience

in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares,

and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk of an investment in the

Shares and, at the present time, is able to afford a complete loss of such investment.

(g) Access

to Information. The Purchaser acknowledges that it has had the opportunity to review the SEC Reports and has been afforded (i) the

opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning

the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information

about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management

and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that

the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision

with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of the Purchaser or its

representatives or counsel shall modify, amend or affect the Purchaser’s right to rely on the truth, accuracy and completeness

of the SEC Reports and the Company’s representations and warranties contained in the Transaction Documents. The Purchaser has sought

such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its acquisition of

the Shares.

(h) No

Hedging or Short Sales. The Purchaser has not, directly or indirectly, through its agents, representatives or affiliates, engaged

in or effected, in any manner whatsoever, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of

the Securities Exchange Act of 1934, as amended) of the Common Stock, (ii) hedging transaction, which established a net short position

with respect to the Common Stock or any other equity security of the Company or (iii) other transaction that involved hedging Purchaser’s

position in any equity security of the Company.

(i) Certain

Trading Activities. Other than with respect to the transactions contemplated herein, since the time that the Purchaser was first

contacted by the Company or any other Person regarding the transactions contemplated hereby, neither the Purchaser nor any Affiliate

of the Purchaser which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to the Purchaser’s

investments or trading or information concerning the Purchaser’s investments, including in respect of the Shares, and (z) is subject

to the Purchaser’s review or input concerning such Affiliate’s investments or trading (collectively, “Trading Affiliates”)

has directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with the Purchaser or Trading Affiliate,

effected or agreed to effect any purchases or sales of the securities of the Company (including, without limitation, any Short Sales

involving the Company’s securities). Other than to other Persons party to this Agreement, and to the Purchaser’s representatives

or agents, including, but not limited to, the Purchaser’s legal, tax and investment advisors, the Purchaser has maintained the

confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).

Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude

any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect

Short Sales or similar transactions in the future.

(j) Brokers

and Finders. No Person will have, as a result of the transactions contemplated by this Agreement, any valid right, interest or claim

against or upon the Purchaser for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered

into by or on behalf of the Purchaser. The Purchaser shall not have any obligation with respect to any fees, or with respect to any claims

made by or on behalf of other Persons for fees, in each case of the type contemplated by this Section 3.2(j) that may be due in

connection with the transactions contemplated by this Agreement or the Transaction Documents.

(k) Independent

Investment Decision. The Purchaser has independently evaluated the merits of its decision to purchase Shares pursuant to the Transaction

Documents, and the Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel

in making such decision. The Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of

the Company to the Purchaser in connection with the purchase of the Shares constitutes legal, tax or investment advice. The Purchaser

has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection

with its purchase of the Shares. The Purchaser understands that Company Counsel have acted solely as agents of the Company in this placement

of the Shares and the Purchaser has not relied on the business or legal advice of Company Counsel in making its investment decision hereunder,

and confirms that none of such Persons has made any representations or warranties to the Purchaser in connection with the transactions

contemplated by the Transaction Documents.

(l) Reliance

on Regulation S. The Purchaser understands that the Shares are being offered and sold to it solely in reliance upon Regulation S

under the Securities Act and applicable exemptions from, or transactions not subject to, registration or qualification requirements under

applicable securities laws, and that the Company is relying in part upon the truth and accuracy of, and the Purchaser’s compliance

with, the representations, warranties, agreements, acknowledgements and understandings of the Purchaser set forth herein in order to

determine the availability of Regulation S and the eligibility of the Purchaser to acquire the Shares.

(m)

No Governmental Review. The Purchaser understands that no United States federal or state agency or any other government or governmental

agency has passed on or made any recommendation or endorsement of the Shares or the fairness or suitability of the investment in the

Shares nor have such authorities passed upon or endorsed the merits of the offering of the Shares.

(n) Regulation

M. The Purchaser is aware that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of the Shares

and other activities with respect to the Shares by the Purchaser.

(o) Beneficial

Ownership. The purchase by the Purchaser of the Shares issuable to it will not result in the Purchaser (individually or together

with any other Person with whom the Purchaser has identified, or will have identified, itself as part of a “group” in a public

filing made with the Commission involving the Company’s securities) acquiring, or obtaining the right to acquire, beneficial ownership

in excess of 19.99% of the outstanding shares of Common Stock or the voting power of the Company on a post transaction basis that assumes

that such Closing shall have occurred. The Purchaser does not presently intend to, alone or together with others, make a public filing

with the Commission to disclose that it has (or that it together with such other Persons have) acquired, or obtained the right to acquire,

as a result of such Closing (when added to any other securities of the Company that it or they then own or have the right to acquire),

beneficial ownership in excess of 19.99% of the outstanding shares of Common Stock or the voting power of the Company on a post transaction

basis that assumes that each Closing shall have occurred; provided, however, the Purchaser acknowledges and understands that it may have

reporting obligations under Section 13 and Section 16 of the Exchange Act as a result of its acquisition of the Shares and hereby covenants

to comply with such reporting obligations.

(p) Residency.

The Purchaser’s residence is located at the address immediately below the Purchaser’s name on its signature page hereto.

The

Company and the Purchaser acknowledge and agree that no party to this Agreement has made or makes any representations or warranties with

respect to the transactions contemplated hereby other than those specifically set forth in this Article III and the Transaction

Documents.

Article

OTHER AGREEMENTS OF THE PARTIES

Section

4.1 Transfer Restrictions.

(a) Compliance

with Laws. Notwithstanding any other provision of this Article IV, the Purchaser covenants that the Shares may be disposed

of only pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act, pursuant

to Regulation S, pursuant to Rule 144 or pursuant to another available exemption from, or in a transaction not subject to, the registration

requirements of the Securities Act, and in compliance with any applicable U.S. federal or foreign securities laws. In connection with

any transfer of the Shares other than (i) pursuant to an effective registration statement, (ii) to the Company, (iii) pursuant to Rule

144 or Regulation S (provided that the Purchaser provides the Company with reasonable assurances (in the form of seller and, if

applicable, broker representation letters) that the securities have been or will be sold, as applicable, pursuant to such rule) or (iv)

in connection with a bona fide pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof

to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance

of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such

transferred Shares under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the

terms of this Agreement and the Registration Rights Agreement and shall have the rights of the Purchaser under this Agreement and the

Registration Rights Agreement with respect to such transferred Shares.

(b) Legends.

Book-entry statements evidencing the Shares shall bear a restrictive legend in substantially the following form, together with any other

legend required under applicable securities laws:

THE

SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT

TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NONE OF THE SECURITIES

REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY,

IN THE UNITED STATES (AS DEFINED HEREIN) OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS

OF REGULATION S UNDER THE SECURITIES ACT, 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. IN ADDITION, HEDGING

TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT. “UNITED STATES”

AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE SECURITIES ACT.

The

Company acknowledges and agrees that the Purchaser may from time to time pledge, and/or grant a security interest in, some or all of

the legended Shares in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona

fide margin loan. Such a pledge would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the

pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection

with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. Notice shall be required of such

pledge and Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure. The Purchaser

acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security interest in, any of

the Shares or for any agreement, understanding or arrangement between the Purchaser and its pledgee or secured party. At the appropriate

Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of the Shares

may reasonably request in connection with a pledge or transfer of the Shares, including the preparation and filing of any required prospectus

supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the

list of selling stockholders thereunder. The Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c),

any Shares subject to a pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend

set forth in this Section 4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a).

Removal. Upon request of the Purchaser, and upon receipt by the Company of an opinion of its counsel reasonably satisfactory to the

Company to the effect that such legend is no longer required under the Securities Act, Regulation S and other applicable securities laws,

the Company shall, at its sole expense, promptly cause the legend to be removed from any Shares in accordance with the terms of this

Agreement and deliver, or cause to be delivered, to the Purchaser new book entry evidence representing the Shares that are free from

all restrictive and other legends or, at the request of the Purchaser, via DWAC transfer to the Purchaser’s account. The Purchaser

may request that the Company remove, and the Company agrees to authorize the removal of, any legend from such Shares, upon the earliest

of (x) such time as the Shares are subject to an effective registration statement covering the resale of such Shares and (y) following

the delivery by the Purchaser to the Company or the Transfer Agent of a legended certificate representing such Shares: (i) following

any sale of such Shares pursuant to Rule 144 or rules promulgated pursuant to Regulation S (“Reg S Rules”), (ii) if

such Shares are eligible for sale under Rule 144(b)(1) without the requirement for the Company to be in compliance with the current public

information requirements under Rule 144(c)(1) (or any successor thereto), or (iii) following the time a legend is no longer required

with respect to such Shares. Shares free from all restrictive legends may be transmitted by the Transfer Agent to the Purchaser by crediting

the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) as directed by the Purchaser.

The Company warrants that the Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent

provided in this Agreement. If the Purchaser effects a transfer of the Shares in accordance with this Section 4.1, the Company

shall permit the transfer and shall promptly instruct the Transfer Agent to issue one or more certificates or credit shares to the applicable

balance accounts at DTC in such name and in such denominations as specified by the Purchaser to effect such transfer. The Purchaser hereby

agrees that the removal of the restrictive legend pursuant to this Section 4.1(c) is predicated upon the Company’s reliance

that the Purchaser will sell any such Shares pursuant to either the registration requirements of the Securities Act, including any applicable

prospectus delivery requirements, Regulation S, Rule 144, or another exemption from, or transaction not subject to, registration under

the Securities Act.

(d) Acknowledgement.

The Purchaser hereunder acknowledges its primary responsibilities under the Securities Act, including Regulation S, and accordingly will

not sell or otherwise transfer the Shares or any interest therein without complying with the requirements of the Securities Act, including

Regulation S, and other applicable securities laws. While the Registration Statement remains effective, the Purchaser hereunder may sell

the Shares in accordance with the plan of distribution contained in the Registration Statement and if it does so it will comply therewith

and with the related prospectus delivery requirements unless an exemption therefrom is available. The Purchaser agrees that if it is

notified by the Company in writing at any time that the Registration Statement registering the resale of the Shares is not effective

or that the prospectus included in such Registration Statement is no longer compliant with the requirements of Section 10 of the Securities

Act, the Purchaser will refrain from selling such Shares until such time as the Purchaser is notified by the Company that such Registration

Statement is effective or such prospectus is compliant with Section 10 of the Securities Act, unless the Purchaser is able to, and does,

sell such Shares pursuant to Regulation S, Rule 144 or another available exemption from, or transaction not subject to, the registration

requirements of Section 5 of the Securities Act. Both the Company and its Transfer Agent, and their respective directors, officers, employees

and agents, may rely on this Section 4.1(d) and the Purchaser hereunder will indemnify and hold harmless each of such persons

from any breaches or violations of this Section 4.1(d).

Section

4.2 Furnishing of Information.

order to enable the Purchaser to sell the Shares under Rule 144, during the Reporting Period, the Company shall use its commercially

reasonable efforts to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required

to be filed by the Company after the date hereof pursuant to the Exchange Act. During the Reporting Period, if the Company is not required

to file reports pursuant to the Exchange Act, it will prepare and furnish to the Purchaser and make publicly available in accordance

with Rule 144(c) such information as is required for the Purchaser to sell the Shares under Rule 144.

Section

4.3 Integration.

Except

with respect to the Purchaser, the Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate of

the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section

2 of the Securities Act) that will be integrated with the offer or sale of the Shares in a manner that would impair the availability

of Regulation S for the offer and sale of the Shares to the Purchaser or require registration under the Securities Act of the sale of

the Shares to the Purchaser, or that will be integrated with the offer or sale of the Shares for purposes of the rules and regulations

of any Trading Market such that it would require stockholder approval prior to the closing of such other transaction unless stockholder

approval is obtained before the closing of such subsequent transaction.

Section

4.4 Securities Laws Disclosure; Publicity.

9:00 a.m., Eastern time, on the Trading Day immediately following the date hereof, the Company shall issue a press release that complies

with Rule 135c of the Securities Act (the “Press Release”) disclosing all material terms of the transactions contemplated

hereby. On or before 5:30 p.m., Eastern time, on the fourth Business Day immediately following the execution of this Agreement, the Company

will file a Current Report on Form 8-K with the Commission describing the terms of the Transaction Documents (and including as exhibits

to such Current Report on Form 8-K the material Transaction Documents (including, without limitation, this Agreement and the Registration

Rights Agreement)) (the “Transaction Form 8-K”). The Company shall not issue any press release or make any public

disclosure in a manner that constitutes directed selling efforts in the United States within the meaning of Regulation S. The Purchaser

covenants that until such time as the transactions contemplated by this Agreement are required to be publicly disclosed by the Company

as described in this Section 4.4, the Purchaser will maintain the confidentiality of all disclosures made to it in connection

with the Transaction Documents (including the existence and terms of this transaction); provided, however, any disclosure may be made

by the Purchaser to the Purchaser’s representatives or agents, including, but not limited to, the Purchaser’s legal, tax

and investment advisors.

Section

4.5 Non-Public Information.

Except

with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, including this Agreement,

or as may be expressly required by any applicable securities law, the Company covenants and agrees that neither it, nor any other Person

acting on its behalf, will provide the Purchaser or its agents or counsel with any information regarding the Company that the Company

believes constitutes material non-public information without the express written consent of the Purchaser, unless prior thereto the Purchaser

shall have provided written confirmation or executed a written agreement regarding maintaining the confidentiality and use of such information.

The Company understands and confirms that the Purchaser shall be relying on the foregoing covenant in effecting transactions in securities

of the Company.

Section

4.6 Use of Proceeds.

The

Company shall use the net proceeds from the sale of the Shares hereunder for repayment of existing debt obligations and working capital

and general corporate purposes.

Section

4.7 Principal Trading Market Listing.

the time and manner required by the Principal Trading Market, the Company shall prepare and file with such Principal Trading Market an

additional shares listing application covering all of the Shares and shall use its commercially reasonable efforts to take all steps

necessary to cause all of the Shares to be approved for listing on the Principal Trading Market as promptly as possible thereafter.

Section

4.8 Foreign Securities Law; Regulation S Cooperation.

The

Purchaser shall provide such information, certifications and other documents as the Company may reasonably request to confirm the Purchaser’s

status as a non-U.S. Person, the Offshore Transaction nature of the purchase and compliance with Regulation S and applicable securities

laws of the International Jurisdiction.

Section

4.9 Short Sales After the Date Hereof.

The

Purchaser shall not, and shall cause its Trading Affiliates not to, engage, directly or indirectly, in any transactions in the Company’s

securities (including, without limitation, any Short Sales involving the Company’s securities) during the period from the date

hereof until the earlier of such time as (i) the transactions contemplated by this Agreement are first publicly announced as required

by and described in Section 4.4 or (ii) this Agreement is terminated in full. The Purchaser covenants that until such time as the

transactions contemplated by this Agreement are publicly disclosed by the Company as described in Section 4.4, the Purchaser will

maintain the confidentiality of the existence and terms of this transaction and the information included in the Transaction Documents;

provided, however, any disclosure may be made to the Purchaser’s representatives or agents, including, but not limited to,

the Purchaser’s legal, tax and investment advisors.

Notwithstanding

the foregoing, the Purchaser makes no representation, warranty or covenant hereby that it will not engage in Short Sales in the securities

of the Company after the time that the transactions contemplated by this Agreement are first publicly announced as described in Section

4.4; provided, however, the Purchaser agrees that the Purchaser will not enter into any Net Short Sales (as hereinafter defined)

during the Reporting Period.

Notwithstanding

the foregoing, in the case of the Purchaser and/or Trading Affiliate that is, individually or collectively, a multi-managed investment

bank or vehicle whereby separate portfolio managers manage separate portions of the Purchaser’s or Trading Affiliate’s assets,

this Section 4.9 shall apply only with respect to the portfolio manager that made the investment decision to purchase the Shares

covered by this Agreement.

For

purposes of this Section 4.9, a “Net Short Sale” by the Purchaser shall mean a sale of Common Stock by the Purchaser

that is marked as a short sale and that is made at a time when there is no Equivalent Offsetting Long Position in Common Stock (as hereinafter

defined) held by the Purchaser. For purposes of this Section 4.9, an “Equivalent Offsetting Long Position in Common Stock”

means, with respect to the Purchaser, all shares of Common Stock (A) that are owned by the Purchaser and (B) that would be issuable upon

conversion, exchange or exercise of any options or convertible securities then held by the Purchaser, if any, without giving effect to

any limitation on conversion, exchange or exercise set forth therein. Notwithstanding the foregoing, in the event that the Purchaser

has sold the Shares pursuant to Rule 144 or Reg S Rules prior to the Effective Date of the initial Registration Statement and the Company

has failed to deliver certificates without legends prior to the settlement date for such sale (assuming that such certificates are requested

by Purchaser and meet the requirements set forth in Section 4.1(c) for the removal of legends), the provisions of this Section

4.9 shall not prohibit the Purchaser from entering into Net Short Sales for the purpose of delivering shares of Common Stock in settlement

of such sale.

Article

MISCELLANEOUS

Section

5.1 Fees and Expenses.

The

Company and the Purchaser shall each pay the fees and expenses of their respective advisers, counsel, accountants and other experts,

if any, and all other expenses incurred by such party in connection with the negotiation, preparation, execution, delivery and performance

of this Agreement. Notwithstanding the foregoing, the Company shall pay all Transfer Agent fees, stamp taxes and other taxes and duties

levied in connection with the sale and issuance of the Shares to the Purchaser.

Section

5.2 Entire Agreement.

The

Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect

to the subject matter hereof and supersede all prior agreements, understandings, discussions and representations, oral or written, with

respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules. At or after the

Closing, and without further consideration, the Company and the Purchaser will execute and deliver to the other such further documents

as may be reasonably requested in order to give practical effect to the intention of the parties under the Transaction Documents.

Section

5.3 Notices.

All

notices and other communications hereunder shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered

personally, or if by e mail upon written confirmation of receipt by e mail or otherwise, (b) on the first Trading Day following the date

of dispatch if delivered utilizing a next-day service by a recognized next-day courier or (c) on the earlier of confirmed receipt or

the fifth Trading Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid.

All notices hereunder shall be delivered to the addresses set forth below, or pursuant to such other instructions as may be designated

in writing by the party to receive such notice:

to the Company:

TEN

Holdings, Inc.

1170

Wheeler Way

Langhorne,

PA 19047

Attention:

Virgilio D. Torres, Chief Executive Officer

E-mail:

vtorres@tenholdingsinc.com

With

a copy to:

POLSINELLI

1401

I Street, NW, Suite 800

Washington,

DC 20005

Attention:

Shashi Khiani

e-mail:

skhiani@polsinelli.com

to the Purchaser:

the address set forth under the Purchaser’s name on the signature page hereof or such other address as may be designated in writing

hereafter, in the same manner, by such Person.

Section

5.4 Amendments; Waivers; No Additional Consideration.

provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an

amendment, by the Company and the Purchaser. No waiver of any default with respect to any provision, condition or requirement of this

Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision,

condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair

the exercise of any such right.

Section

5.5 Construction.

The

headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of

the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual

intent, and no rules of strict construction will be applied against any party. This Agreement shall be construed as if drafted jointly

by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any

provisions of this Agreement or any of the Transaction Documents.

Section

5.6 Successors and Assigns.

The

provisions of this Agreement shall inure to the benefit of and be binding upon the parties and their successors and permitted assigns.

This Agreement, or any rights or obligations hereunder, may not be assigned by the Company without the prior written consent of the Purchaser.

The Purchaser may assign its rights hereunder in whole or in part to any Person to whom the Purchaser assigns or transfers any Shares

in compliance with the Transaction Documents and applicable law, provided such transferee shall agree in writing to be bound, with respect

to transferred Shares, by the terms and conditions of this Agreement that apply to the Purchaser.

Section

5.7 Third-Party Beneficiaries.

This

Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the

benefit of, nor may any provision hereof be enforced by, any other Person.

Section

5.8 Governing Law.

All

questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed

and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof.

Each party agrees that all Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this

Agreement and any other Transaction Documents (whether brought against a party hereto or its respective Affiliates, employees or agents)

shall be commenced exclusively in state or federal courts in the State of Pennsylvania, County of Bucks County (“Pennsylvania

Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Pennsylvania Courts for the adjudication

of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect

to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Proceeding, any

claim that it is not personally subject to the jurisdiction of any such Pennsylvania Court, or that such Proceeding has been commenced

in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process

being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of

delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute

good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to

serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE

LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED

HEREBY.

Section

5.9 Survival.

The

representations and warranties of the Company and the Purchaser shall survive for a period of twelve (12) months after the date hereof.

Section

5.10 Execution.

This

Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement

and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that

both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, or by e- mail

delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing

(or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page were an original thereof.

Section

5.11 Severability.

any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining

terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon

a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision

in this Agreement.

Section

5.12 Rescission and Withdrawal Right.

Notwithstanding

anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever the Purchaser

exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations

within the periods therein provided, then the Purchaser may rescind or withdraw, in its sole discretion from time to time upon written

notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.

Section

5.13 Remedies.

addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchaser

and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may

not be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby

agree to waive in any action for specific performance of any such obligation (other than in connection with any action for a temporary

restraining order) the defense that a remedy at law would be adequate.

[REMAINDER

OF PAGE INTENTIONALLY LEFT BLANK]

WITNESS WHEREOF, the parties hereto have caused this Stock Purchase Agreement to be duly executed by their respective authorized

signatories as of the date first indicated above.

TEN

HOLDINGS, INC.

By:

/s/

Virgilio Torres

Name:

Virgilio

Torres

Title:

Chief

Executive Officer

WITNESS WHEREOF, the parties hereto have caused this Stock Purchase Agreement to be duly executed by their respective authorized signatories

as of the date first indicated above.

/s/

Wang Huaqiu

Wang

Huaqiu

Address:

[***]

Email:

[***]

EXHIBIT

FORM

OF REGISTRATION RIGHTS AGREEMENT

See

attached.

Exhibit A-1

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit

10.2

Execution

Version

REGISTRATION

RIGHTS AGREEMENT

This

Registration Rights Agreement (this “Agreement”) is dated as of May 22, 2026, between TEN Holdings, Inc., a Nevada

corporation (the “Company”), and Wang Huaqiu, a resident of China (including any successors and assigns, the “Purchaser”).

This

Agreement is made pursuant to the Stock Purchase Agreement, dated as of May 22, 2026, between the Company and the Purchaser (the “Purchase

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 the Purchaser agree as follows:

DEFINITIONS. Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings

given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Affiliate”

means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control

with a Person, as such terms are used in and construed under Rule 405 of the Securities Act.

“Business

Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day

on which banking institutions in the Commonwealth of Pennsylvania are authorized or required by law or other governmental action to close.

“Closing

Date” has the meaning set forth in the Purchase Agreement.

“Commission”

means the United States Securities and Exchange Commission.

“Common

Stock” means the Company’s common stock, $0.0001 par value per share, and stock of any other class of securities into

which such securities may hereafter be reclassified or changed.

“Effectiveness

Deadline” means, with respect to the Initial Registration Statement or the New Registration Statement, the 30th calendar day

following the Filing Deadline (or, in the event the Commission reviews and has comments to the Initial Registration Statement or the

New Registration Statement, the 90th calendar day following the Filing Deadline); provided, however, that if the Company

is notified by the Commission that the Initial Registration Statement or the New Registration Statement will not be reviewed or is no

longer subject to further review and comments, the Effectiveness Deadline as to such Registration Statement shall be the fifth Trading

Day following the date on which the Company is so notified if such date precedes the dates otherwise required above; provided,

further, that if the Effectiveness Deadline falls on a Saturday, Sunday or other day that the Commission is closed for business,

the Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business.

“Exchange

Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Filing

Deadline” means, with respect to the Initial Registration Statement required to be filed pursuant to Section 2(a), the 30th

calendar day following the Closing Date; provided, however, that if the Filing Deadline falls on a Saturday, Sunday or other day that

the Commission is closed for business, the Filing Deadline shall be extended to the next Business Day on which the Commission is open

for business.

“Holder”

or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.

“Pennsylvania

Courts” means state or federal courts in the State of Pennsylvania, County of Bucks.

“Person”

means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability

company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Principal

Trading Market” means the Trading Market on which the Common Stock is primarily listed on and quoted for trading, which, as

of the Closing Date, shall be the Nasdaq Capital Market.

“Proceeding”

means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such

as a deposition), whether commenced or threatened.

“Pro

Rata Interest” means the number of Registrable Securities beneficially held by any given Holder, relative to the total number

of Registrable Securities that are the subject of this Agreement.

“Prospectus”

means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information

previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430B promulgated under

the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion

of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including

post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“Registrable

Securities” means all of the Shares and any Common Stock issued or issuable upon any stock split, dividend or other distribution,

recapitalization or similar event with respect to the Shares, provided, that the applicable Holder has completed and delivered

to the Company a Selling Stockholder Questionnaire; and provided, further, that with respect to a particular Holder, such

Holder’s Shares shall cease to be Registrable Securities upon the earliest to occur of the following: (A) a sale pursuant to a

Registration Statement or Rule 144 under the Securities Act (in which case, only such security or securities sold by such Holder shall

cease to be Registrable Securities) or (B) becoming eligible for resale by such Holder under Rule 144 without the requirement for the

Company to be in compliance with the current public information required thereunder and without volume or manner-of-sale restrictions.

“Registration

Statements” means any one or more registration statements of the Company filed under the Securities Act that covers the resale

of any of the Registrable Securities pursuant to the provisions of this Agreement (including without limitation the Initial Registration

Statement, the New Registration Statement and any Remainder Registration Statements), amendments and supplements to such Registration

Statements, including post-effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated

by reference in such Registration Statements.

“Rule

144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to

time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Rule

415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to

time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Rule

424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to

time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“SEC

Guidance” means (i) any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff;

provided, that any such oral guidance, comments, requirements or requests are reduced to writing by the Commission and (ii) the

Securities Act.

“Securities

Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Selling

Stockholder Questionnaire” means a questionnaire in the form attached as Exhibit B hereto, or such other form of questionnaire

as may reasonably be adopted by the Company from time to time.

“Shares”

means each of the shares of Common Stock issued pursuant to the Purchase Agreement.

“Trading

Day” means a day on which the Principal Trading Market is open for business.

“Trading

Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date

in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York

Stock Exchange (or any successors to any of the foregoing).

REGISTRATION.

(a)

On or prior to the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement covering the resale

of all of the Registrable Securities not then registered on an existing and effective Registration Statement for an offering to be made

on a continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such

other means of distribution of Registrable Securities as the Holders may reasonably specify (the “Initial Registration Statement”).

The Initial Registration Statement shall be on Form S-3 (except if the Company is then ineligible to register for resale the Registrable

Securities on Form S-3, in which case such registration shall be on such other form available to register for resale the Registrable

Securities as a secondary offering) subject to the provisions of Section 2(d) and shall contain (except if otherwise required

pursuant to written comments received from the Commission upon a review of such Registration Statement) the “Plan of Distribution”

section substantially in the form attached hereto as Exhibit A (which may be modified to respond to comments, if any, provided

by the Commission). Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs

the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a

secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use

its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission and/or (ii)

withdraw the Initial Registration Statement and file a new registration statement (a “New Registration Statement”),

in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-3 or, if

the Company is ineligible to register the Registrable Securities on Form S-3, such other form available to register for resale the Registrable

Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement,

the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all

of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the Securities Act Rules Compliance

and Disclosure Interpretations Question 612.09. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth

a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary

offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a

greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number

of Registrable Securities to be registered on such Registration Statement will be reduced by Registrable Securities not acquired pursuant

to the Purchase Agreement (whether pursuant to registration rights or otherwise). In the event the Company amends the Initial Registration

Statement or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company will use its commercially

reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants

of securities in general, one or more registration statements on Form S-3 or such other form available to register for resale those Registrable

Securities that were not registered for resale on the Initial Registration Statement, as amended, or the New Registration Statement (the

“Remainder Registration Statements”). No Holder shall be named as an “underwriter” in any Registration

Statement without such Holder’s prior written consent.

(b)

The Company shall use commercially reasonable efforts to cause each Registration Statement to be declared effective by the Commission

as soon as practicable and, with respect to the Initial Registration Statement or the New Registration Statement, as applicable, no later

than the Effectiveness Deadline (including filing with the Commission a request for acceleration of effectiveness in accordance with

Rule 461 promulgated under the Securities Act), and shall use commercially reasonable efforts to keep each Registration Statement continuously

effective under the Securities Act until the earliest of: (i) such time as all of the Registrable Securities covered by such Registration

Statement have been sold by the Holders or (ii) the date that all Registrable Securities covered by such Registration Statement may be

sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance

with the current public information requirement under Rule 144 (the “Effectiveness Period”). The Company shall promptly

notify the Holders of the effectiveness of a Registration Statement or any post-effective amendment thereto. The Company shall file a

final Prospectus with the Commission, in the manner and within the time period required by Rule 424(b) and shall, if requested, provide

the Holders with copies of the final Prospectus to be used in connection with the sale or other disposition of the securities covered

thereby. The Company shall promptly inform each Holder in writing if, at any time during the Effectiveness Period, the Company does not

satisfy the conditions specified in Rule 172 and, as a result thereof, the Holder is required to deliver a Prospectus in connection with

any disposition of Registrable Securities.

(c)

The Purchaser agrees to furnish to the Company a completed Selling Stockholder Questionnaire not more than five Trading Days following

the date of this Agreement and each other Holder agrees to furnish to the Company a completed Selling Stockholder Questionnaire and any

further information reasonably requested by the Company before such Holder is named as a selling securityholder in any Registration Statement

or Prospectus or uses the Prospectus for offers and resales of Registrable Securities. Each Holder further agrees that it shall not be

entitled to be named as a selling securityholder in a Registration Statement or Prospects or use the Prospectus for offers and resales

of Registrable Securities at any time, unless such Holder has returned to the Company a completed and signed Selling Stockholder Questionnaire

and any further information reasonably requested by the Company. Each Holder acknowledges and agrees that the information in the Selling

Stockholder Questionnaire or request for further information as described in this Section 2(c) will be used by the Company in

the preparation of the Registration Statement and hereby consents to the inclusion of such information in the Registration Statement.

(d)

In the event that Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall

(i) register the resale of the Registrable Securities on another appropriate form reasonably acceptable to the Holders and (ii) undertake

to register the Registrable Securities on Form S-3 promptly after such form is available, provided that the Company shall maintain

the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable

Securities has been declared effective by the Commission.

REGISTRATION PROCEDURES.

connection with the Company’s registration obligations hereunder, the Company shall:

(a)

Not less than five Trading Days prior to the filing of each Registration Statement and not less than one Trading Day prior to the filing

of any related Prospectus or any amendment or supplement thereto (except for Annual Reports on Form 10-K, and Quarterly Reports on Form

10-Q and Current Reports on Form 8-K and any similar or successor reports), (i) furnish to each Holder copies of such Registration Statement,

Prospectus or amendment or supplement thereto, as proposed to be filed, which documents will be subject to the review of such Holder

(it being acknowledged and agreed that if a Holder does not object to or comment on the aforementioned documents within such five Trading

Day or one Trading Day period, as the case may be, then the Holder shall be deemed to have consented to and approved the use of such

documents) and (ii) to the extent that such Holder is identified in the Registration Statement as an “underwriter” (as defined

under the Securities Act) use commercially reasonable efforts to cause its officers and directors, counsel and independent registered

public accountants to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel to each Holder,

to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not file any Registration Statement

or amendment or supplement thereto in a form to which a Holder reasonably objects in good faith, provided that the Company is notified

of such objection in writing within the five Trading Day or one Trading Day period described above, as applicable.

(b)

(i) Prepare and file with the Commission such amendments (including post-effective amendments) and supplements, to each Registration

Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously effective

as to the applicable Registrable Securities for its Effectiveness Period; (ii) cause the related Prospectus to be amended or supplemented

by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant

to Rule 424; (iii) respond as promptly as reasonably practicable to any comments received from the Commission with respect to each Registration

Statement or any amendment thereto and, as promptly as reasonably possible, provide the Holders true and complete copies of all correspondence

from and to the Commission relating to such Registration Statement that pertains to any Holder as a “Selling Stockholders”

but not any comments that would result in the disclosure to the Holders of material non-public information concerning the Company; and

(iv) comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities

covered by a Registration Statement until such time as all of such Registrable Securities shall have been disposed of (subject to the

terms of this Agreement) in accordance with the intended methods of disposition by the Holders thereof as set forth in such Registration

Statement as so amended or in such Prospectus as so supplemented; provided, however, that each Holder shall be responsible

for the delivery of the Prospectus to the Persons to whom such Holder sells any of the Registrable Securities (including in accordance

with Rule 172 under the Securities Act), and each Holder agrees to dispose of Registrable Securities in compliance with the “Plan

of Distribution” described in the Registration Statement and otherwise in compliance with applicable federal and state securities

laws. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement

(including pursuant to this Section 3(b)) by reason of the Company filing a report on Form 10-K, Form 10-Q or Form 8-K or any

analogous report under the Exchange Act, the Company shall have incorporated such report by reference into such Registration Statement,

if applicable, or shall file such amendments or supplements with the Commission on the same day on which the Exchange Act report which

created the requirement for the Company to amend or supplement such Registration Statement was filed.

(c)

Notify the Holders (which notice shall (x) pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend

the use of the Prospectus until the requisite changes have been made and (y) in no event contain any material, nonpublic information

relating to the Company and/or any of its subsidiaries) as promptly as reasonably practicable (and, in the case of (i)(A) below, not

less than one Trading Day prior to such filing) and (if requested by any such Person) confirm such notice in writing no later than one

Trading Day following the day: (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement

is proposed to be filed; (B) when the Commission notifies the Company whether there will be a “review” of such Registration

Statement and whenever the Commission comments in writing on any Registration Statement (in which case the Company shall provide to each

of the Holders true and complete copies of all comments that pertain to any Holders as a “Selling Stockholder” or to the

“Plan of Distribution” and all written responses thereto, but not information that the Company believes would constitute

material and non-public information); and (C) with respect to each Registration Statement or any post-effective amendment, when the same

has become effective; (ii) of any request by the Commission or any other Federal or state governmental authority for amendments or supplements

to a Registration Statement or Prospectus or for additional information that pertains to any Holder as a “Selling Stockholder”

or the “Plan of Distribution”; (iii) of the issuance by the Commission or any other federal or state governmental authority

of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation

of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification

or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of

any Proceeding for such purpose; (v) of the occurrence of any event or passage of time that makes the financial statements included or

incorporated by reference in a Registration Statement ineligible for inclusion or incorporation by reference therein or any statement

made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue

in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the

case of such Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact

or omit to state any material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus,

form of prospectus or supplement thereto, in light of the circumstances under which they were made), not misleading and (vi) of the occurrence

or existence of any pending corporate development with respect to the Company that the Company reasonably believes may be material and

that, in the reasonable determination of the Company, makes it not in the best interest of the Company to allow continued availability

of a Registration Statement or Prospectus; provided that, any and all such information shall remain confidential to each Holder

until such information otherwise becomes public, unless disclosure by a Holder is required by law; and provided, further,

that notwithstanding each Holder’s agreement to keep such information confidential, each such Holder makes no acknowledgement that

any such information is material, non-public information.

(d)

Use commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness

of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable

Securities for sale in any jurisdiction, as soon as practicable.

(e)

To the extent applicable, prior to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register

or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the registration

or qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions

within the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom)

effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in

such jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that the Company shall not

be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material

tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction.

(f)

Cooperate with each selling Holder to facilitate the timely preparation and delivery of certificates or book entry statements, as applicable,

representing Registrable Securities to be delivered to a transferee pursuant to the Registration Statement, which certificates or statements

shall be free, to the extent permitted by the Purchase Agreement and under law, of all restrictive legends, and to enable such Registrable

Securities to be in such denominations and registered in such names as any such Holder may reasonably request.

(g)

Following the occurrence of any event contemplated by Section 3(c), as promptly as reasonably practicable (taking into account

the Company’s good faith assessment of any adverse consequences to the Company and its shareholders of the premature disclosure

of such event), prepare a supplement or amendment, including a post-effective amendment, if applicable, to the affected Registration

Statements or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference,

and file any other required document so that, as thereafter delivered, no Registration Statement nor any Prospectus will contain an untrue

statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein

(in the case of any Prospectus, form of prospectus or supplement thereto, in light of the circumstances under which they were made),

not misleading. If the Company notifies the Holders in accordance with clauses (iii) through (vi) of Section 3(c) above to suspend

the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus.

The Company will use its commercially reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.

The Company shall be entitled to exercise its right under this Section 3(g) to suspend the availability of a Registration Statement

and Prospectus.

(h)

The Company may require each selling Holder to furnish to the Company a certified statement as to (i) the number of shares of Common

Stock beneficially owned by such Holder and any Affiliate thereof, (ii) any Financial Industry Regulatory Authority (“FINRA”)

affiliations, (iii) any natural persons who have the power to vote or dispose of the Common Stock and (iv) any other information as may

be requested by the Commission, FINRA or any state securities commission.

(i)

The Company shall cooperate with any registered broker through which a Holder proposes to resell its Registrable Securities in effecting

a filing with FINRA pursuant to FINRA Rule 5110 as requested by any such Holder, and following such filing the Company shall pay the

filing fee required for the first such filing within two Business Days of the request therefor.

REGISTRATION EXPENSES. All fees and expenses incident to the Company’s

performance of or compliance with its obligations under this Agreement (excluding any underwriting discounts and selling commissions

and all legal fees and expenses of legal counsel for any Holder) shall be borne by the Company whether or not any Registrable Securities

are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation,

(i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made

with any Trading Market on which the Common Stock is then listed for trading, (B) with respect to compliance with applicable state securities

or Blue Sky laws (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications

or exemptions of the Registrable Securities and determination of the eligibility of the Registrable Securities for investment under the

laws of such jurisdictions as requested by the Holders) and (C) if not previously paid by the Company in connection with Section 3(i)

above, with respect to any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable

Securities with FINRA pursuant to the FINRA Rule 5110, so long as the broker is receiving no more than a customary brokerage commission

in connection with such sale), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable

Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the Holders of a majority of the Registrable

Securities included in the Registration Statement), and (iii) fees and disbursements of counsel for the Company. In addition, the Company

shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by

this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting

duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities

on any securities exchange as required hereunder. In no event shall the Company be responsible for any underwriting, broker or similar

fees or commissions incurred in connection with an offering, such expenses to be borne by the Holders in pro-rata proportion to the respective

amount of Registrable Securities each Holder is selling in such offering, or, except to the extent provided for in the Transaction Documents,

any legal fees or other costs of the Holders.

INDEMNIFICATION.

(a)

Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify, defend and hold

harmless each Holder, the officers, directors, agents, partners, members, managers, stockholders, Affiliates and employees of each of

them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange

Act) and the officers, directors, partners, members, managers, stockholders, agents and employees of each such controlling Person, to

the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including,

without limitation, reasonable costs of preparation and investigation and reasonable attorneys’ fees) and expenses (collectively,

“Losses”), as incurred, that arise out of or are based upon (i) any untrue or alleged untrue statement of a material

fact contained in any Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in

any preliminary prospectus, or arising out of or relating to any omission or alleged omission to state a material fact required to be

stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto,

in light of the circumstances under which they were made) not misleading, or (ii) any violation or alleged violation by the Company of

the Securities Act, the Exchange Act or any state securities law or any rule or regulation thereunder, in connection with the performance

of its obligations under this Agreement, except to the extent, but only to the extent, that (A) such untrue statements, alleged untrue

statements, omissions or alleged omissions are based solely upon information regarding such Holder furnished in writing to the Company

by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed

method of distribution of Registrable Securities and was reviewed and approved in writing by such Holder expressly for use in the Registration

Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that each Holder

has approved Exhibit A hereto for this purpose), (B) in the case of an occurrence of an event of the type specified in Section

3(c)(iii)-(vi), related to the use by a Holder of an outdated or defective Prospectus after the Company has notified such

Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated and

defined in Section 6(d) below, to the extent that following the receipt of the Advice the misstatement or omission giving rise

to such Loss would have been corrected or (C) to the extent that any such Losses arise out of the Holder’s (or any other indemnified

Person’s) failure to send or give a copy of the Prospectus or supplement (as then amended or supplemented), if required, pursuant

to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement or alleged untrue statement

or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities

to such Person if such statement or omission was corrected in such Prospectus or supplement. The Company shall notify the Holders promptly

of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement

of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf

of an Indemnified Party (as defined in Section 5(c)) and shall survive the transfer of the Registrable Securities by the Holders.

(b)

Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors,

officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section

20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted

by applicable law, from and against all Losses, as incurred, arising out of or based solely upon any untrue or alleged untrue statement

of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement

thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required

to be stated therein or necessary to make the statements therein (in the case of any Prospectus, or any form of prospectus or supplement

thereto, in light of the circumstances under which they were made) not misleading (i) to the extent that such untrue statements or omissions

are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein,

(ii) to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable

Securities and was reviewed and approved by such Holder expressly for use in a Registration Statement (it being understood that the Holder

has approved Exhibit A hereto for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement

thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), to the extent

related to the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the

Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(c). In no

event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by

such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

(c)

Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity

hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is

sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense

thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all reasonable fees

and expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice

shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent

that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review)

that such failure shall have materially and adversely prejudiced the Indemnifying Party.

Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but

the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Indemnified Parties unless: (1) the Indemnifying

Party has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense

of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties

to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified

Party shall have been advised by counsel that a conflict of interest exists if the same counsel were to represent such Indemnified Party

and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ

separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof

and such counsel shall be at the expense of the Indemnifying Party); provided, that the Indemnifying Party shall not be liable

for the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties. The Indemnifying Party

shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably

withheld, delayed or conditioned. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any

settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional

release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

Subject

to the terms of this Agreement, all fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent

incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section 5)

shall be paid to the Indemnified Party, as incurred, within twenty Trading Days of written notice thereof to the Indemnifying Party;

provided, that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses

applicable to such actions for which such Indemnified Party is finally judicially determined to not be entitled to indemnification hereunder.

The failure to deliver written notice to the Indemnifying Party within a reasonable time of the commencement of any such action shall

not relieve such Indemnifying Party of any liability to the Indemnified Party under this Section 5, except to the extent that

the Indemnifying Party is substantively and adversely prejudiced in its ability to defend such action.

(d)

Contribution. If a claim for indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or

insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party, in lieu of indemnifying such Indemnified

Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is

appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements

or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying

Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue

or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates

to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to

information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result

of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or

other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified

for such fees or expenses if the indemnification provided for in this Section 5 was available to such party in accordance with

its terms.

The

parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by

pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in

the immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), (A) no Holder shall be required to contribute,

in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such Holder from the sale of the

Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay

by reason of such untrue or alleged untrue statement or omission or alleged omission and (B) no contribution will be made under circumstances

where the maker of such contribution would not have been required to indemnify the Indemnified Party under the fault standards set forth

in this Section 5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act)

shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

The

indemnity and contribution agreements contained in this Section 5 are in addition to any liability that the Indemnifying Parties

may have to the Indemnified Parties and are not in diminution or limitation of the indemnification provisions under the Purchase Agreement.

MISCELLANEOUS.

(a)

Remedies. In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement,

each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement,

including recovery of damages, shall be entitled to seek specific performance of its rights under this Agreement. The Company and each

Holder agree that monetary damages may not provide adequate compensation for any losses incurred by reason of a breach by it of any of

the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such

breach, it shall waive the defense that a remedy at law would be adequate.

(b)

Compliance. Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act

as applicable to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to the Registration

Statement and shall sell the Registrable Securities only in accordance with a method of distribution described in the Registration Statement.

(c)

Discontinued Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from

the Company of the occurrence of any event of the kind described in Section 3(c)(iii)-(vi), such Holder will forthwith

discontinue disposition of such Registrable Securities under a Registration Statement (but not, for the avoidance of doubt, pursuant

to Rule 144 to the extent then available) until it is advised in writing (the “Advice”) by the Company that the use

of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will use its commercially reasonable

efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.

(d)

No Inconsistent Agreements. Neither the Company nor any of its subsidiaries has entered, as of the date hereof, nor shall the

Company or any of its subsidiaries, on or after the date hereof, enter into any agreement with respect to its securities, that would

have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof.

(e)

Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified

or supplemented, or waived unless the same shall be in writing and signed by the Company and Holders holding no less than a majority

of the then outstanding Registrable Securities, provided that any party may give a waiver as to itself. Notwithstanding the foregoing,

a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders and

that does not directly or indirectly affect the rights of other Holders may be given by Holders of all of the Registrable Securities

to which such waiver or consent relates; provided, however, that the provisions of this sentence may not be amended, modified,

or supplemented except in accordance with the provisions of the immediately preceding sentence.

(f)

Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered

as set forth in the Purchase Agreement; provided, that notices to any Holder other than the Purchaser shall be delivered to the address,

facsimile number or email address provided by such Holder in its Selling Stockholder Questionnaire or in any written notice delivered

by such Holder to the Company in accordance with this Section 6(f).

(g)

Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns

of each of the parties and shall inure to the benefit of each Holder. Nothing in this Agreement, express or implied, is intended to confer

upon any Person other than the parties hereto, the Holders or their respective successors and assigns any rights, remedies, obligations,

or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. The Company may not assign its rights

(except by merger or in connection with another entity acquiring all or substantially all of the Company’s assets) or obligations

hereunder without the prior written consent of all the Holders of the then outstanding Registrable Securities. Each Holder may assign

its respective rights hereunder in the manner and to the Persons as permitted under the Purchase Agreement; provided in each case that

(i) the Holder agrees in writing with the transferee or assignee to assign such rights and related obligations under this Agreement,

and for the transferee or assignee to assume such obligations, and a copy of such agreement is furnished to the Company within a reasonable

time after such assignment, (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice

of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being transferred

or assigned, (iii) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence, the transferee

or assignee agrees in writing with the Company to be bound by all of the provisions contained herein and (iv) the transfer or assignment

is made in compliance with the Securities Act.

(h)

Execution and Counterparts. This Agreement may be executed in two or more counterparts, each of which when so executed shall be

deemed to be an original and, all of which taken together shall constitute one and the same Agreement and shall become effective when

counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the

same counterpart. In the event that any signature is delivered by e-mail delivery of a “.pdf” format data file, such signature

shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force

and effect as if such “.pdf” signature were the original thereof.

(i)

Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be

governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles

of conflicts of law thereof. Each party agrees that all Proceedings concerning the interpretations, enforcement and defense of the transactions

contemplated by this Agreement (whether brought against a party hereto or its respective Affiliates, employees or agents) shall be commenced

exclusively in the state or federal courts in the Pennsylvania Courts. Each party hereto hereby irrevocably submits to the exclusive

jurisdiction of the Pennsylvania Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction

contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it

is not personally subject to the jurisdiction of any such Pennsylvania Court, or that such Proceeding has been commenced in an improper

or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in

any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such

party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient

service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any

manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL

RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(j)

Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.

(k)

Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to

be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall

remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their good

faith reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated

by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would

have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared

invalid, illegal, void or unenforceable.

(l)

Headings. The headings in this Agreement are for convenience only and shall not limit or otherwise affect the meaning hereof.

(m)

Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder under this Agreement are several and

not joint with the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the

obligations of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and

no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association,

a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert with respect to

such obligations or the transactions contemplated by this Agreement. Each Holder acknowledges that no other Holder has acted as agent

for such Holder in connection with making its investment hereunder and that no Holder will be acting as agent of such Holder in connection

with monitoring its investment in the Registrable Securities or enforcing its rights under the Transaction Documents. Each Holder shall

be entitled to protect and enforce its rights, including, without limitation, the rights arising out of this Agreement, and it shall

not be necessary for any other Holder to be joined as an additional party in any Proceeding for such purpose. The Purchaser has been

represented by its own separate legal counsel in its review and negotiation of the Transaction Documents.

[REMAINDER

OF PAGE INTENTIONALLY LEFT BLANK]

WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

TEN HOLDINGS, INC.

By:

/s/ Virgilio Torres

Name:

Virgilio Torres

Title:

Chief Executive Officer

[Signature

Page to Registration Rights Agreement]

WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

/s/

Wang Huaqiu

Address: [***]

Email: [***]

[Signature

Page to Registration Rights Agreement]

EXHIBIT

PLAN OF DISTRIBUTION

are registering the shares of common stock of TEN Holdings, Inc., a Nevada corporation, $0.0001 par value per share, or the Common Stock,

which we refer to herein collectively as the Shares, issued or issuable to the selling stockholders to permit the resale of these Shares

by the holders of the Shares from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale

by the selling stockholders of the Shares. We will, or will procure to, bear all fees and expenses incident to our obligation to register

the Shares.

The

selling stockholders may sell all or a portion of the Shares beneficially owned by them and offered hereby from time to time directly

or through one or more underwriters, broker-dealers or agents. If the Shares are sold through underwriters or broker-dealers, the selling

stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The Shares may be sold on any

national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, in the over-the-counter

market or in transactions otherwise than on these exchanges or systems or in the over-the-counter market and in one or more transactions

at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated

prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling stockholders may use

any one or more of the following methods when selling shares:

●

ordinary

brokerage transactions and transactions in which the broker-dealer solicits purchasers;

●

block

trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as

principal to facilitate the transaction;

●

purchases

by a broker-dealer as principal and resale by the broker-dealer for its account;

●

exchange distribution in accordance with the rules of the applicable exchange;

●

privately

negotiated transactions;

●

settlement

of short sales;

●

broker-dealers

may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;

●

through

the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise;

●

combination of any such methods of sale; and

●

any

other method permitted pursuant to applicable law.

Exhibit A-1

The

selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities

Act, as amended, or the Securities Act, as permitted by that rule, or Section 4(a)(1) under the Securities Act, if available, rather

than under this prospectus, provided that they meet the criteria and conform to the requirements of those provisions.

Broker-dealers

engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect

such transactions by selling Shares to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents

may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers

of the Shares for whom they may act as agent or to whom they may sell as principal. Such commissions will be in amounts to be negotiated,

but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction will not be in excess of a customary

brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance

with FINRA IM-2121.01.

connection with sales of the Shares or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or

other financial institutions, which may in turn engage in short sales of the Shares in the course of hedging in positions they assume.

The selling stockholders may also sell any of the Shares short and if such short sale shall take place after the date that this Registration

Statement is declared effective by the Commission, the selling stockholders may deliver any of the Shares covered by this prospectus

to close out short positions and to return borrowed shares in connection with such short sales. The selling stockholders may also loan

or pledge any of the Shares to broker-dealers that in turn may sell such shares, to the extent permitted by applicable law. The selling

stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of

one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by

this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented

or amended to reflect such transaction).

The

selling stockholders may, from time to time, pledge or grant a security interest in some or all of the Shares owned by them and, if they

default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the Shares from time to time

pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities

Act of 1933, amending, if necessary, the list of selling stockholders to include the pledgee, transferee or other successors in interest

as selling stockholders under this prospectus. The selling stockholders also may transfer and donate the Shares in other circumstances

in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of

this prospectus.

The

selling stockholders and any broker-dealer or agents participating in the distribution of the Shares may be deemed to be “underwriters”

within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any

discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may

be deemed to be underwriting commissions or discounts under the Securities Act. Selling Stockholders who are “underwriters”

within the meaning of Section 2(a)(11) of the Securities Act will be subject to the applicable prospectus delivery requirements of the

Securities Act including Rule 172 thereunder and may be subject to certain statutory liabilities of, including but not limited to, Sections

11, 12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Exhibit A-2

Each

selling stockholder has informed the Company that it is not a registered broker-dealer and does not have any written or oral agreement

or understanding, directly or indirectly, with any person to distribute the Shares. Upon the Company being notified in writing by a selling

stockholder that any material arrangement has been entered into with a broker-dealer for the sale of any of the Shares through a block

trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus

will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder

and of the participating broker-dealer(s), (ii) the number of Shares involved, (iii) the price at which such Shares were sold, (iv) the

commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not

conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material

to the transaction. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed

eight percent (8.0%) of the total gross proceeds of such Shares sold.

Under

the securities laws of some U.S. states, the Shares may be sold in such states only through registered or licensed brokers or dealers.

In addition, in some U.S. states the Shares may not be sold unless such shares have been registered or qualified for sale in such state

or an exemption from registration or qualification is available and is complied with.

There

can be no assurance that any selling stockholder will sell any or all of the Shares registered pursuant to the shelf registration statement,

of which this prospectus forms a part.

Each

selling stockholder and any other person participating in such distribution will be subject to applicable provisions of the Exchange

Act and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act,

which may limit the timing of purchases and sales of any of the Shares by the selling stockholder and any other participating person.

To the extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the Shares to engage

in market-making activities with respect to the Shares. All of the foregoing may affect the marketability of the Shares and the ability

of any person or entity to engage in market-making activities with respect to the Shares.

will pay all expenses of the registration of the Shares pursuant to the registration rights agreement, including, without limitation,

Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky” laws; provided,

however, that each selling stockholder will pay all underwriting discounts and selling commissions, if any and any related legal

expenses incurred by it. We will indemnify the selling stockholders against certain liabilities, including some liabilities under the

Securities Act, in accordance with the registration rights agreement, or the selling stockholders will be entitled to contribution. We

may be indemnified by the selling stockholders against civil liabilities, including liabilities under the Securities Act, that may arise

from any information furnished to us by the selling stockholders specifically for use in this prospectus, in accordance with the related

registration rights agreements, or we may be entitled to contribution.

Exhibit A-3

EXHIBIT

SELLING STOCKHOLDER NOTICE AND QUESTIONNAIRE

The

undersigned holder of shares of the common stock, $0.0001 par value per share (the “Common Stock”), of TEN Holdings,

Inc., a Nevada corporation (the “Company”), understands that the Company intends to file with the Securities and Exchange

Commission a registration statement on Form S-3 or such other form available to register for resale the Registrable Securities as a secondary

offering (the “Resale Registration Statement”) for the registration and the resale under Rule 415 of the Securities

Act of 1933, as amended (the “Securities Act”), of the Registrable Securities in accordance with the terms of that

certain Registration Rights Agreement between the Company and the Purchaser named therein, dated as of May 22, 2026 (the “Agreement”).

All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement.

order to sell or otherwise dispose of any Registrable Securities pursuant to the Resale Registration Statement, a holder of Registrable

Securities generally will be required to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented,

the “Prospectus”), deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172

under the Securities Act) and, if a Purchaser under the Agreement, be bound by the provisions of the Agreement (including certain indemnification

provisions, as described below). Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders

in the Prospectus. Holders of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within

the time required by the Agreement (1) may not be named as selling stockholders in the Resale Registration Statement or the Prospectus

and (2) may not use the Prospectus for resales of Registrable Securities.

Certain

legal consequences arise from being named as a selling stockholder in the Resale Registration Statement and the Prospectus. Holders of

Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not named

as a selling stockholder in the Resale Registration Statement and the Prospectus.

NOTICE

The

undersigned holder (the “Selling Stockholder”) of Registrable Securities hereby gives notice to the Company of its

intention to sell or otherwise dispose of Registrable Securities owned by it and listed below in Item (4), unless otherwise specified

in Item (4), pursuant to the Resale Registration Statement. The undersigned, by signing and returning this Notice and Questionnaire,

understands and agrees that it will be bound by the terms and conditions of this Notice and Questionnaire and the Agreement.

The

undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate and

complete:

Exhibit B-1

QUESTIONNAIRE

Name.

(a) Full

Legal Name of Selling Stockholder: _____________________________________

(b) Full

Legal Name of Registered Holder (if not the same as (a) above) through which Registrable

Securities Listed in Item 4 below are held: _________________________________

Legal Name of Natural Control Person (which means a natural person who directly or indirectly

alone or with others has power to vote or dispose of the securities covered by the questionnaire):

____________________________________________________

Contact Information for Notices to Selling Stockholder.

Address:

________________________________________________________________________________________

Telephone:

______________________________________________________________________________________

Fax:

____________________________________________________________________________________________

Contact

Person: ___________________________________________________________________________________

E-mail

address of Contact Person: _____________________________________________________________________

Social Security Number or Taxpayer identification number.

Social

Security Number or Taxpayer identification number of Selling Stockholder:

__________________________________

Beneficial Ownership of Registrable Securities Issuable Pursuant to the Purchase Agreement.

Type

and Number of Registrable Securities beneficially owned and issued pursuant to the Purchase Agreement: __________________________________________________________________

Broker-Dealer Status.

(a) Are

you a broker-dealer?

Yes

☐ No ☐

(b) If

“yes” to Section 5(a), did you receive your Registrable Securities as compensation

for investment banking services to the Company?

Yes

☐ No ☐

Note:

If no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

Exhibit B-2

you an affiliate of a broker-dealer?

Yes

☐ No ☐

Note:

If yes, provide a narrative explanation below:

(d) If

you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities

in the ordinary course of business, and at the time of the purchase of the Registrable Securities

to be resold, you had no agreements or understandings, directly or indirectly, with any person

to distribute the Registrable Securities?

Yes

☐ No ☐

Note:

If no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

Beneficial Ownership of Other Securities of the Company Owned by the Selling Stockholder.

Except

as set forth below in this Item 6, the undersigned is not the beneficial or registered owner of any securities of the Company other than

the Registrable Securities listed above in Item 4.

Type

and amount of other securities beneficially owned: ______________________________

Relationships with the Company.

Except

as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5%

or more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with

the Company (or its predecessors or affiliates) during the past three years.

State

any exceptions here: _______________________________________________________

Plan of Distribution.

The

undersigned has reviewed the form of Plan of Distribution attached as Exhibit A to the Registration Rights Agreement, and hereby confirms

that, except as set forth below, the information contained therein regarding the undersigned and its plan of distribution is correct

and complete.

State

any exceptions here: ________________________________________________________

***********

Exhibit B-3

The

Company hereby advises the undersigned that the Commission currently takes the position that coverage of Short Sales (as defined in the

Purchase Agreement) of shares of common stock “against the box” prior to effectiveness of a resale registration statement

with securities included in such registration statement would be a violation of Section 5 of the Securities Act, as set forth in Item

239.10 of the Securities Act Rules Compliance and Disclosure Interpretations compiled by the Office of Chief Counsel, Division of Corporate

Finance.

The

undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent

to the date hereof and prior to the effective date of any applicable Resale Registration Statement. All notices hereunder and pursuant

to the Agreement shall be made in writing, by hand delivery, confirmed or facsimile transmission, first-class mail or air courier guaranteeing

overnight delivery at the address set forth below. In the absence of any such notification, the Company shall be entitled to continue

to rely on the accuracy of the information in this Notice and Questionnaire.

signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items (1) through (8)

above and the inclusion of such information in the Resale Registration Statement and the Prospectus. The undersigned understands that

such information will be relied upon by the Company in connection with the preparation or amendment of any such Registration Statement

and the Prospectus.

signing below, the undersigned acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions

of the Exchange Act and the rules and regulations thereunder, particularly Regulation M in connection with any offering of Registrable

Securities pursuant to the Resale Registration Statement. The undersigned also acknowledges that it understands that the answers to this

Questionnaire are furnished for use in connection with Registration Statements filed pursuant to the Registration Rights Agreement and

any amendments or supplements thereto filed with the Commission pursuant to the Securities Act.

confirm that, to the best of my knowledge and belief, the foregoing statements (including without limitation the answers to this Questionnaire)

are correct.

WITNESS WHEREOF the undersigned, by authority duly given, has caused this Questionnaire to be executed and delivered either in person

or by its duly authorized agent.

Date:

Beneficial Owner:

By:

Name:

Title:

Please

scan a copy of the completed and executed notice and questionnaire, and return to Virgilio Torres at vtorres@tenholdingsinc.com.

Exhibit B-4

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

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Namespace Prefix:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

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Data Type:

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

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Namespace Prefix:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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