Browse EX-10 agreements

WAIVER AGREEMENT

 

This Waiver Agreement (the “Waiver”) is entered into between Mingteng International Corporation Inc., a Cayman Islands exempted company (the “Company”), and the undersigned shareholder of the Company (the “Purchaser”).

 

WHEREAS, the Company and the Purchaser entered into that certain securities purchase agreement dated as of April 13, 2026 (the “SPA”) pursuant to which the Purchaser purchased those certain Class A ordinary shares par value $0.00005 per share (the “Securities”) of the Company. Section 5(b) of the SPA imposes a lock-up restriction on the Securities for a period of one hundred eighty (180) days following the closing date of the transaction (the “Lock-Up Period”);

 

WHEREAS, the Company and the Purchaser desire to waive such lock-up restrictions on the terms and conditions set forth herein;

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

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REGISTRATION RIGHTS AGREEMENT

 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 29, 2026, between Mingteng International Corporation Inc., a Cayman Islands exempted company (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

 

This Agreement is entered into in connection with that certain Securities Purchase Agreement, dated as of April 13, 2026 (the “Purchase Agreement”), by and among the Company and each of the buyers listed therein, pursuant to which the Company issued the Registrable Securities to the Purchasers on April 17, 2026.

 

The Company and each Purchaser hereby agree as follows:

 

1.

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:

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Securities Purchase Agreement

 

This Securities Purchase Agreement (this “Agreement”), dated as of June 29, 2026, is entered into by and between Xiao-I Corporation, a Cayman Islands exempted company (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”; together with the Company, each a “Party” and collectively, the “Parties”).

 

A. Company and Investor are executing and delivering this Agreement in reliance upon an exemption from securities registration afforded by the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder by the United States Securities and Exchange Commission (the “SEC”).

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THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER

THIS THIRD AMENDMENT (this “Third Amendment”) to the Agreement and Plan of Merger dated as of July 9, 2025 (the “ Original Merger Agreement”), is made and entered into as of June 30, 2026 by and among Plutus Financial Group Limited, a Cayman Islands exempted company (“Plutus”), Coders Merger Sub Limited, a Cayman Islands exempted company (“Merger Sub”), and Choco Up Group Holdings Limited, a Cayman Islands exempted company (the “Target”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Merger Agreement.

 

RECITALS

WHEREAS, Plutus and the Target entered into the Original Merger Agreement dated as of July 9, 2025 and, by way of a joinder dated August 8, 2025, Merger Sub has acceded to and joined as a party to the Merger Agreement;

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CCH Holdings Ltd

No. 1, Jalan Perda Jaya, Kawasan Perniagaan Perda Jaya, 14000

Bukit Mertajam, Pulau Pinang, Malaysia

 

June 30, 2026

Re: Director Offer Letter

 

Dear Ms. Chung Wai Wong:

 

CCH Holdings Ltd, a Cayman Islands company (the “Company” or “we”), is pleased to offer you a position as a Director of the Company. We believe your background and experience will be a significant asset to the Company and we look forward to your participation as a Director in the Company. Should you choose to accept this position as a Director, 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. Your appointment shall also be subject to the approval of Company’s Board of Directors and/or Nominating and Corporate Governance Committee.

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REGISTRATION RIGHTS AGREEMENT

 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 29, 2026, between Biodexa Pharmaceuticals PLC, a public limited company incorporated under the laws of England and Wales (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

 

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

 

The Company and each Purchaser hereby agrees as follows:

 

1.        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:

 

“Advice” shall have the meaning set forth in Section 6(c).

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BIODEXA PHARMACEUTICALS PLC

1 Caspian Point,

Caspian Way,

Cardiff, CF10 4DQ, United Kingdom

June 29, 2026

 

To the Holder of December 2025 Series L Warrants to Purchase Ordinary Shares Represented by American Depositary Shares

 

Re:

Inducement Offer to Exercise Existing Warrants to Purchase Ordinary Shares Represented by American Depositary Shares

 

Dear Holder:

 

BIODEXA PHARMACEUTICALS PLC (the “Company”) is pleased to offer to you the opportunity to receive new warrants to purchase ordinary shares, nominal value £0.000001 per share, of the Company (the “Ordinary Shares”) represented by American Depositary Shares of the Company (the “ADSs”) currently held by you (the “Holder,” “you” or similar terminology) and issued to you on December 19, 2025 (the “December 2025 Warrants”) in consideration for you exercising for cash all of the warrants to purchase Ordinary Shares represented by ADSs held by you (“Existing Warrants”) as set forth on your signature page hereto. The issuance and/or the resale of the Ordinary Shares represented by ADSs underlying the Existing Warran

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SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 29, 2026, between Biodexa Pharmaceuticals PLC, a public limited company incorporated under the laws of England and Wales (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 (i) an effective registration statement under the Securities Act (as defined below) as to the ADSs, Registered Pre-Funded Warrants, and Registered Pre-Funded Warrant ADSs, and (ii) an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and Regulation D thereunder as to the Unregistered Pre-Funded Warrants and the Ordinary Warrants and the Ordinary Warrant Shares, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as

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PLACEMENT AGENCY AGREEMENT

 

June 29, 2026

 

Maxim Group LLC

300 Park Avenue, 16th Floor

New York, NY 10022

 

Ladies and Gentlemen:

 

Subject to the terms and conditions herein (this “Agreement”), Biodexa Pharmaceuticals PLC, a public limited company organized under the laws of England and Wales (including any successor thereto, the “Company”), hereby agrees to sell (i) American Depositary Share (the “ADSs”), each ADS representing 500,000 of our ordinary shares, nominal value £0.000001 per share, (the “Ordinary Shares”), and accompanying unregistered warrants to purchase ADSs (the “Warrants”) and (ii) pre-funded warrant (the “Prefunded Warrants,” and together with the ADSs, Ordinary Shares, and Warrants, the “Securities”) exercisable for ADSs, directly to various investors (each, an “Investor” and, collectively, the “Investors”) through Maxim Group LLC as placement agent (the “Placement Agent”). The documents executed and delivered by the Company and the Investors in connection with the Offering (as defined below), including, without limitation, a securities purchase ag

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of June 18, 2026 by and among Raytech Holding Limited, a BVI business company incorporated under the laws of the British Virgin Islands (the “Company”) and the purchasers listed on Schedule I hereto (each, a “Purchaser” and collectively, the “Purchasers”). Each of the Company and the Purchasers is referred to herein individually as a “Party” and collectively as the “Parties.”

 

WHEREAS, the Company has filed with the United States Securities and Exchange Commission (the “Commission”) an effective shelf registration statement on Form F-3 (File No. 333-290696) (including the base prospectus contained therein, the “Registration Statement”), registering the offering and sale from time to time of, among other securities, its ordinary shares, par value US$0.0001 per share (adjusted following a 16-for-1 share consolidation effective on November 7, 2025);

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