Browse EX-10 agreements

EXECUTION VERSION

 

 

 

 

 

 

 

 

AMENDMENT AND RESTATEMENT AGREEMENT

relating to a facility agreement originally dated 1 July 2020, as amended

and restated on 1 July 2021, 30 June 2022, 29 June 2023, 28 June

2024 and 27 June 2025.

 

 

 

 

 

Dated 23 June 2026

 

 

 

for

 

 

CBOE CLEAR EUROPE N.V.

 

with

 

CBOE GLOBAL MARKETS, INC.

 

as the Guarantor

 

with

 

 

BANK OF AMERICA EUROPE DAC

 

acting as Co-ordinator and Facility Agent

 

 

and

 

CITIBANK N.A., LONDON BRANCH

 

acting as Security Agent

 

 

 

 

CONTENTS

 

CLAUSE

 

PAGE

 

 

 

1.

Definitions and interpretation

1

2.

Conditions precedent

4

3.

Representations

4

4.

Amendment

5

5.

Cancellation, reduction and increase of commitments

5

6.

Security, guarantee and security confirmation

5

7.

Transaction expenses

6

8.

Fees

…

FORM OF SHARE SUBSCRIPTION AGREEMENT

 

THIS AGREEMENT is made on June 26, 2026 between the following parties:

 

(1)

Swift Prime Limited, a company duly incorporated and validly existing under the laws of the British Virgin Islands (the “Subscriber”); and

 

(2)

AIOS Tech Inc., an exempt company with limited liability incorporated under the laws of British Virgin Islands (Nasdaq: AIOS) (the “Company”).

 

The Subscriber and the Company are collectively referred to as the “Parties” and each a “Party.”

 

SHARE SUBSCRIPTION

 

1.1 Subject to the terms and conditions of this Agreement, the Company shall issue to the Subscriber and the Subscriber shall subscribe from the Company, all of the title and interest in and to 5,000,000 Class B common shares of par value of US$0.0001 each in the share capital of the Company (the “Subscription Shares”), together with all rights, privilege and restrictions now and hereafter attaching thereto, with the consideration as set forth in Clause 3.

…

SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 23, 2026, between TOYO Co., Ltd, a Cayman Islands exempted company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

 

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, Securities (as defined below) of the Company as more fully described in this Agreement.

 

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE I. DEFINITIONS

…

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Exhibit 10.1

EXECUTION VERSION

WARRANT ISSUANCE AGREEMENT

This WARRANT ISSUANCE AGREEMENT (this “Agreement”) is entered into as of May 12, 2026 (the “Effective Date”), between Oaktree Capital Management, L.P., acting on behalf of certain funds and accounts managed by it or an affiliate, in each case, within its Global Private Debt strategy, or one or more entities owned by such funds or accounts (the “Purchaser”), and Aquestive Therapeutics, Inc., a corporation incorporated in the State of Delaware (the “Company”).

WHEREAS, the Company, the guarantors party thereto from time to time, the lenders party thereto from time to time (including the Purchaser) and Oaktree Fund Administration, LLC, as administrative agent (the “Administrative Agent”), are party to that certain Credit Agreement and Guaranty, dated as of May 12, 2026 (the “Credit Agreement”);

…

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Exhibit 10.3

Execution Version

 

SECURITY AGREEMENT

 

by and among

 

AQUESTIVE THERAPEUTICS, INC.,

 

a Delaware corporation,

 

Borrower’s Subsidiaries having acceded hereto pursuant to Section 24,

 

and

 

OAKTREE FUND ADMINISTRATION, LLC,

 

as Administrative Agent for the Lenders referred to below

 

Dated as of May 12, 2026

 

 

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TABLE OF CONTENTS

 

Page

 

SECTION 1

Definitions; Interpretation.

1

 

 

 

SECTION 2

Security Interest.

7

 

 

 

SECTION 3

Perfection and Priority.

8

 

 

 

SECTION 4

Representations and Warranties

12

 

 

 

SECTION 5

Covenants

17

 

 

 

SECTION 6

Rights to Payment and Pledged Collateral.

21

 

 

 

SECTION 7

Authorization; Agent Appointed Attorney-in-Fact

25

 

 

 

SECTION 8

Agent Performance of Grantor Obligations

27

 

 

 

SECTION 9

Agent’s Duties

27

 

 

 

SECTION 10

Remedies.

28

 

 

 

SECTION 11

Certain Waivers

32

 

 

 

SECTION 12

Notices

32

 

 

 

SECTION 13

No Waiver; Cumulative Remedies

33

 

 

 

SECTION 14

Costs and Expenses; Indemnification.

…

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Exhibit 10.2

 

Execution Version

 

THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

 

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CREDIT AGREEMENT AND GUARANTY

 

dated as of May 12, 2026

 

by and among

 

AQUESTIVE THERAPEUTICS, INC.,

as the Borrower,

 

THE GUARANTORS FROM TIME TO TIME PARTY HERETO,

as the Guarantors,

 

THE LENDERS FROM TIME TO TIME PARTY HERETO

 

as the

 

Lenders,

 

and

 

OAKTREE FUND ADMINISTRATION, LLC,

as the Administrative Agent

 

U.S. $150,000,000

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TABLE OF CONTENTS

 

 

Page

 

 

SECTION 1. DEFINITIONS

1

 

 

 

1.01

Certain Defined Terms

1

 

1.02

Accounting Terms and Principles

40

 

1.03

Interpretation

41

 

1.04

Division

42

 

 

 

 

SECTION 2. THE COMMITMENT AND THE LOANS

42

 

 

 

2.01

Loans.

42

 

2.02

Borrowing Procedures.

43

 

2.03

Funding of Borrowings

43

 

2.04

Notes

44

 

2.05

Use of Proceeds

44

 

2.06

…

PLACEMENT AGENCY AGREEMENT

 

June 18, 2026

 

ThinkEquity LLC

17 State Street, 41st Floor

New York, NY 10004

 

Ladies and Gentlemen:

 

Introductory. This Placement Agency Agreement the (“Agreement”) sets forth the terms upon which ThinkEquity LLC (“ThinkEquity” or the “Placement Agent”) shall be engaged by Zoomcar Holdings, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), to act as the exclusive Placement Agent in connection with the private placement (hereinafter referred to as the “Offering”) of securities of the Company, as more fully described below. Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to them in the Securities Purchase Agreement (defined below).

…

SETTLEMENT AGREEMENT AND STIPULATION

 

THIS SETTLEMENT AGREEMENT and STIPULATION (this “Agreement”) is dated as of June 9, 2026 (the “Settlement Date”) by and between VCI Global Limited (“VCIG” or the “Company”), a British Virgin Islands business company, and Esousa Group Holdings, LLC, (the “Petitioner”).

 

BACKGROUND:

 

WHEREAS, the Petitioner holds bona fide outstanding securities of the Company in the form of the warrants attached and annexed hereto and incorporated herein (hereinafter collectively referred to as the “Original Warrants”);

 

WHEREAS, the Original Warrants were issued pursuant to that certain Securities Purchase Agreement between the Company and the Petitioner dated January 20, 2026 and that certain Securities Purchase Agreement between the Company and the Petitioner dated March 6, 2026 (the “SPAs”)

…

Execution Version

 

NOTE CONVERSION AGREEMENT

 

This Note Conversion Agreement (this “Agreement”), is made and entered into as of June 25, 2026, by and among (i) Veea Inc., a Delaware corporation (the “Company”), and (ii) NLabs Inc., a Delaware corporation (the “NLabs”). The Company and NLabs are each sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used and not otherwise defined herein shall have the meanings given to those terms in the Notes (as hereinafter defined).

WHEREAS, the Company issued to the Noteholder the demand notes, with an issue date and having an initial principal amount as listed on Schedule 1 (collectively, the “Subject Notes”); and

…

SHARE PURCHASE AGREEMENT

This Share Purchase Agreement (this “Agreement”) is dated as of June 24, 2026, between WF International Limited, a Cayman company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

 

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Regulation S (the “Regulation S”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, ordinary shares of the Company as more fully described in this Agreement.

 

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

 

ARTICLE I. DEFINITIONS

…

WAIVER AGREEMENT

 

This Waiver Agreement (this “Waiver Agreement”) is entered into as of June 23, 2026, by and among WF International Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), The Benchmark Company, LLC (“Benchmark”), and Axiom Capital Management, Inc. (“Axiom” and, together with Benchmark, the “Placement Agents”).

 

RECITALS

 

WHEREAS, the Company and the Placement Agents are parties to that certain Placement Agency Agreement, dated November 4, 2025 (the “Placement Agency Agreement”), pursuant to which the Placement Agents served as the exclusive placement agents for the Company in connection with the offering and placement of the Company’s securities (the “Original Offering”);

…

SHARE PURCHASE AGREEMENT

By and Among

 

Philip Zhang-Zhan, Feifei Petrelli, Chi-ting Chuang

And

 

Roboai Investments LLC-FZ

Dated as of 12 June, 2026

 

 

 

 

 

SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of 12 June 2026, by and between:

 

(1)

Philip Zhang-Zhan, a citizen of ********** with passport number *************** (“Seller A”);

 

(2)

Feifei Petrelli, a citizen of ********** with passport number *************** (“Seller B”);

 

(3)

Chi-ting Chuang, a citizen of ********** with passport number *************** (“Seller C”);

 

(4)

Roboai Investments LLC-FZ, a company duly incorporated and existing under the laws of United Arab Emirates (the “Purchaser”).

 

Seller A, Seller B, and Seller C are collectively referred to the “Seller”. The Seller and the Purchaser can herein be referred to each as a “Party” and collectively as the “Parties”.

 

RECITALS

…