Browse EX-10 agreements

SHARE PURCHASE AGREEMENT

 

For a Further Additional 4% of PredicXion Group Limited

Date: 18 June 2026

 

Parties

 

This Share Purchase Agreement (the “Agreement”) is made by and among:

 

1. PredicXion Group Limited, a company organised under the laws of the British Virgin Islands, with registered address at Aegis Chambers, 1st floor, Ellen Skelton Building, 3076 Sir Francis Drake’s Highway, Road Town, Tortola, VG1110, British Virgin Islands (the “Company”);

 

2. NewGenIVF Group Limited, a British Virgin Islands incorporated company, with registered address at 1/F, Pier 2, Central, Hong Kong (the “Buyer”); and

 

3. The shareholders of the Company listed in Schedule A (each a “Seller” and collectively, the “Sellers”). Each of the Company, Buyer and the Sellers is referred to as a “Party” and collectively as the “Parties”.

 

Recitals

 

(A) The Buyer has previously agreed to acquire an initial equity interest in the Company, including an additional 4% equity interest under the Original SPA.

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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

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THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

 

PROMISSORY NOTE

Principal Amount: Up to  HK$15,065,000

Effective as of June 5th, 2026

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SHARE SALE AND PURCHASE AGREEMENT

 

 

 

BETWEEN

MR. MAN TAK LAU

 

(as the “Seller”)

 

AND

 

LINKERS ASIA PACIFIC LIMITED

 

(as the “Purchaser”)

 

WITH RESPECT TO THE SALE AND PURCHASE OF SHARES IN

LPW ELECTRONICS CO., LTD.

 

(as the “Company”)

 

SHARE SALE AND PURCHASE AGREEMENT

THIS SHARE SALE AND PURCHASE AGREEMENT (this “Agreement”), is made and entered into as of 17 June 2026 by and between:

MR. MAN TAK LAU, holding a passport of Hong Kong Special Administrative Region no. [*], having residing at [*],, (hereinafter referred to as the “Seller”);

LINKERS ASIA PACIFIC LIMITED, company duly incorporated and existing under the laws of the British Virgin Islands, having its registration no. [*], having its registered office at [*],, (hereinafter referred to as the “Purchaser”);

 

The Seller and the Purchaser, are collectively referred to as the “Parties”, and individually as the “Party”.

WHEREAS:

 

A.

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AMENDMENT NO. 1 TO TRANSACTION AGREEMENT

This Amendment No. 1 to the Transaction Agreement (this “Amendment”) is entered into as of June 9, 2026, by and among Skyline Builders Group Holding Limited, a Cayman Islands exempted company with limited liability (“SKBL”), and Cove Kaz Capital Group LLC, a Delaware limited liability company (“Cove Kaz”).

RECITALS:

 

WHEREAS, SKBL and Cove Kaz entered into that certain Transaction Agreement, dated as of April 30, 2026 (the “Agreement”), with SKBL Merger Sub Inc., a Cayman Islands exempted company with limited liability, and Kaz Resources, LLC, a Delaware limited liability company;

 

WHEREAS, pursuant to Section 10.9 of the Agreement, the Agreement may be amended only by execution of a written instrument signed by SKBL and Cove Kaz; and

 

WHEREAS, SKBL and Cove Kaz desire to amend the Agreement as set forth herein.

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THIS LOAN AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS LOAN HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

 

 

 

Cove Kaz Capital Group LLC

 

and

Skyline Builders Group Holding Ltd.

 

 

 

10% Convertible Loan Agreement

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SUBSCRIPTION AGREEMENT

 

This Subscription Agreement (the “Agreement”), dated as of [•] June 2026, is made between Alvotech, a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 9, rue de Bitbourg, L-1273 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies’ Register under number B258884 (the “Company”) and the undersigned investor (the “Investor”).

 

Background:

 

(A)

The Company is a global biotech company specializing in the development and manufacture of biosimilar medicines for patients worldwide, having its shares listed on Nasdaq Iceland Main Market, Nasdaq Stock Market LLC in the USA with its ordinary shares, and Swedish Depositary Receipts on Nasdaq Stockholm.

 

 

(B)

The Company and the Investor wish to record the arrangements agreed between them in relation to the subscription for ordinary shares, USD 0.01 nominal value per share (the “Ordinary Shares”), issued by the Company.

 

 

(C)

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CONFIDENTIAL

June 15, 2026

 

Paranovus Entertainment Technology Ltd.

Attention: Xiaoyue Zhang

250 Park Avenue

New York, NY 10177

 

The purpose of this financial advisory agreement (this “Agreement”) is to confirm the engagement of A.G.P./Alliance Global Partners (“A.G.P.”) by Paranovus Entertainment Technology Ltd. (the “Company”) to render Financial Services (as defined below) to the Company.

 

1. Services. During the term of this Agreement, A.G.P. shall, on an exclusive basis, provide advice to, and consult with, the Company with respect to the Company’s offer or sale of securities in any previous or subsequent private and public equity or debt financing, and such other, similar matters as the parties may mutually agree, excluding any “at-the-market” offering programs conducted under Rule 415(a)(4) under the Securities Act of 1933, as amended, (collectively, the “Financial Services”). The Financial Services shall be provided to the Company in such form, manner and place as the parties mutually agree. Examples of such Financial Services may include

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SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 15, 2026 between Paranovus Entertainment Technology Ltd., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

 

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

 

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

 

ARTICLE I.

DEFINITIONS

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Form of Lock-Up Agreement

 

June 15, 2026

 

A.G.P./Alliance Global Partners

590 Madison Avenue, 28th Floor

New York, New York 10022

 

Ladies and Gentlemen:

 

This lock-up agreement (this “Lock-Up Agreement”) is being delivered to you in connection with the Securities Purchase Agreement (the “Purchase Agreement”), dated as of June 15, 2026, by and among Paranovus Entertainment Technology Ltd., a company incorporated in the Cayman Islands (the “Company”) and the investors party thereto (collectively, the “Purchasers”), with respect to the Company’s offering (the “Offering”) of  Class A ordinary shares (the “Shares”) of the Company, par value US$0.000012 per share (the “Ordinary Shares” or the “Securities”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Purchase Agreement.

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EXECUTION VERSION

 

REPURCHASE AND FORBEARANCE AGREEMENT

This Repurchase and Forbearance Agreement (this “Agreement”), dated June 15, 2026, is by and between NewGenIvf Group Limited, a business company incorporated under the laws of the British Virgin Islands (the “Company”), and JAK Opportunities VI LLC, a Delaware limited liability company (the “Investor”). The Company and the Investor are referred to herein collectively as the “Parties” and individually as a “Party.” Capitalized terms not defined herein shall have the meaning as set forth in the Existing Securities Purchase Agreements (as defined below), as applicable.

 

RECITALS

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PLACEMENT AGENCY AGREEMENT

June 12, 2026

 

Pop Culture Group Co., Ltd Attention: Zhuoqin Huang, Chief Executive Officer

Room 1207-08, No. 2488 Huandao East Road

Huli District, Xiamen City, Fujian Province

The People’s Republic of China

 

Dear Mr. Huang:

 

This letter (the “Agreement”) constitutes the agreement by and between Univest Securities, LLC (“Univest” or the “Placement Agent”) and Pop Culture Group Co., Ltd, a company organized under the laws of the Cayman Islands (the “Company”), pursuant to which the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placements (the “Placements”) via a registered direct offering of Class A ordinary shares of the Company, par value $0.01 per share, of the Company (the “Ordinary Share”), and/or the Pre-Funded Warrants to purchase Ordinary Shares (the “Securities”). The terms of the Placements and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively

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