Browse EX-10 agreements

ASSET PURCHASE AGREEMENT

 

by and between

BIT ORIGIN LTD

 

and

 

PT MITRA MANUNGGAL SANGKARA

 

dated as of

June 28, 2026

 

 

 

 

ASSET PURCHASE AGREEMENT

 

THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of June 28, 2026, is entered into by and between PT Mitra Manunggal Sangkara, an Indonesian limited liability company (“Seller”), and BIT ORIGIN LTD, a Cayman Islands exempted company (“Buyer”). Capitalized terms used in this Agreement have the meanings given to such terms herein.

 

RECITALS

 

WHEREAS, Buyer is engaged in the business of cryptocurrency mining;

 

WHEREAS, Seller is engaged in the business of providing AI infrastructure, GPU computing solutions, enterprise AI deployment services and related technology solutions (the “Business”); and

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NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

 

PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT

 

BIT ORIGIN LTD

 

Warrant Shares: 6,457,863

 

Issue Date: June 28, 2026

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EXECUTION VERSION

SECURITIES PURCHASE AGREEMENT

 

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 28, 2026, is by and among Bit Origin Ltd, an exempted company incorporated under the laws of the Cayman Islands with offices located at 160 Robinson Road, 12F, SBF Center Singapore 068914 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

 

RECITALS

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FINAL FORM

 

[FORM OF SENIOR CONVERTIBLE NOTE]

 

**NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 3(c)(iii) AND 20(a) HEREOF. THE PRINCIPAL AMOUNT REPRESENTE

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MDJM LTD

Fernie Castle, Letham

Cupar, Fife, KY15 7RU

United Kingdom

 

June 23, 2026

 

Duncan Murray Campbell

Address of Duncan Murray Campbell: [*]

 

Re:

Director Offer Letter

 

Dear Mr. Campbell,

 

MDJM LTD, a Cayman Islands exempted company limited by shares (the “Company”), is pleased to offer you a position as of member of its Board of Directors (the “Board”). We believe your background and experience will be a significant asset to the Company and we look forward to your participation on the Board. Should you choose to accept this position as a member of the Board, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company.

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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.

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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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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”)

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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

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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”);

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Share Transfer Agreement

 

Party A (Transferor): Lu Shanshan

 

Passport No.:

 

Party B (Transferee): Universe Pharmaceuticals INC

 

Whereas:

 

1. Best Praise International Limited (hereinafter referred to as the “Target Company”) is a company specializing in the research and development of innovative drugs for geriatric diseases. According to the valuation report prepared by the third-party appraisal firm King Kee Appraisal, with December 31, 2025, as the valuation date, the Target Company’s valuation as of that date was $10,751,000.Party A is the sole registered shareholder of 100% of the Target Company’s issued shares and has the authority to sign this Agreement and transfer the subject shares; the Target Company, as the acknowledging party, signs this Agreement to confirm that it is aware of and agrees to the relevant arrangements for this share transfer.

2. Party B is a company legally incorporated and in good standing in the Cayman Islands and is listed on the NASDAQ Stock Market in the United States.

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VISIONWAVE HOLDINGS, INC.

300 Delaware Ave, Suite 210#301, Wilmington, Delaware 19801

 

June 22, 2026

 

BY EMAIL AND OVERNIGHT COURIER

 

SaverOne 2014 Ltd.

Em Hamoshavot Rd 94, Petah Tikva, Israel Attention: Ori Gilboa, Chief Executive Officer

and to: SaverOne’s duly appointed transfer agent / share registrar

 

Re: Notice of Assignment and Irrevocable Delivery Direction under the Exchange Agreement dated January 26, 2026

 

Ladies and Gentlemen:

 

Reference is made to that certain Exchange Agreement, dated as of January 26, 2026 (the “Exchange Agreement”), by and between VisionWave Holdings, Inc. (“VisionWave”) and SaverOne 2014 Ltd. (“SaverOne”). Capitalized terms used but not defined in this letter have the meanings given in the Exchange Agreement. This letter is delivered as a notice and direction pursuant to Section 9.4 of the Exchange Agreement.

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