Browse EX-10 agreements

THIS SUBSCRIPTION AGREEMENT (THIS “AGREEMENT”) RELATES TO AN OFFER AND SALE OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S (AS DEFINED HEREIN) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).

 

本认购协议（本**“协议”）与向非美国人士（见协议中定义）邀约出售证券的离岸交易相关,** 遵循美国 1933 年证券法及其修订案（“证券法”）下的 S 条例（见协议中定义）。

 

NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) 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 AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

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PLACEMENT AGENCY AGREEMENT

 

FT Global Capital, Inc.

1688 Meridian Avenue, Suite 700

Miami Beach, FL 33139

June 9, 2026

 

Ladies and Gentlemen:

 

This letter (this “Agreement”) constitutes the agreement between Mingteng International Corporation Inc. (the “Company”) and FT Global Capital, Inc. (“FT Global” or the “Placement Agent”) pursuant to which FT Global shall serve as the exclusive placement agent for the Company, on a reasonable “best efforts” basis, in connection with the proposed offer and sale (the “Offering”) by the Company of its Securities (as defined Section 3 of this Agreement) (the “Services”). The Company expressly acknowledges and agrees that FT Global’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by FT Global to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of FT Global with respect to securing any other financing on behalf of the Company.

 

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EXECUTION COPY

 

SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 9, 2026, between One and Mingteng International Corporation Inc., 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 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, 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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English Translation

 

Book Sales Contract

 

Contract No.: FSF-HT2026-001

 

Parties

Party A / Supplier

Party B / Purchaser

Jiangxi Huizuoye Education Technology Co., Ltd. Unified Social Credit Code: 91360106MA3AC0N38H Contact Address: Zone C, Zhejiang University Science and Technology Park, No. 698 Jingdong Avenue, Nanchang High-Tech Industrial Development Zone, Nanchang, Jiangxi Province Contact: Zhao Cong Telephone: 0791-88112229

Nanjing Fanshufang Culture Technology Co., Ltd. Unified Social Credit Code: 91320113MA1R8L8Q87 Contact Address: Room 1608, 16/F, Block A2, Shimao Center Building, No. 67 Shanxi Road, Gulou District, Nanjing Contact: Wei Bowen Telephone: 15380832044

 

Pursuant to the Civil Code of the People’s Republic of China and other relevant laws and regulations, in connection with Party B’s purchase of books from Party A, Party A and Party B, after friendly consultation, have reached consensus and entered into this Contract for mutual compliance.

 

1. Products for Sale

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Exhibit 10.1

 

MASTER MANAGEMENT AGREEMENT

 

This Master Management Agreement (the “Agreement”) is dated on June 5, 2026 and is entered into by and between:

 

(1)

Icon Energy Corp. a corporation duly organized and existing under the laws of the Marshall Islands having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960 (“Icon”);

 

(2)

Pavimar Shipping Co. a company duly organized and existing under the laws of the Marshall Islands having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960 and having established a branch office in Greece pursuant to the provisions of art. 25 of Law 27/1975 (formerly law 89/1967) at 17th km National Road Athens-Lamia & Foinikos street, 14564, Nea Kifisia, Athens, Greece  (the “Manager”); and

 

(3)

The entities listed in Schedule A hereto, as such Schedule A may be supplemented and/or amended from time to time (the “Managed Entities”)

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FORM OF PROMISSORY NOTE

 

$[●]

New York, New York

[Closing Date]

 

FOR VALUE RECEIVED, [●], a [●] / individual resident of [●] (“Maker”), hereby irrevocably and unconditionally promises to pay to GMEX Robotics Corporation, a British Virgin Islands company, or its successors or assigns (“Payee”), the principal amount of $[●] (the “Principal Amount”), representing the unpaid Subscription Amount payable by Maker pursuant to that certain Securities Purchase Agreement, dated as of June 8, 2026, by and among Payee and the purchasers party thereto, including Maker (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

 

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SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 8, 2026, by and between GMEX Robotics Corporation, a British Virgin Island company (the “Company”), and the purchasers identified as signatories hereto (the “Purchasers”). The Company and the Purchasers are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

 

WHEREAS, the Company desires to issue and sell to each Purchaser, and each Purchaser desires to purchase from the Company, for the aggregate purchase price set forth next on the signature page hereto (the “Subscription Amount”), (i) the number of shares (the “Shares”) of the Company’s Class A ordinary shares (the “Class A Ordinary Shares”) set forth on such signature page, at a purchase price of $1.0692 per Share, and (ii) private warrants, substantially in the form attached hereto as Exhibit A (the “Warrants”), to purchase an aggregate of number Class A Ordinary Shares set forth on such signature page (the “Warrant Shares” and collectively with the Shares a

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June 8, 2026

 

Mr. Thomas Ma

Chief Executive Officer

Real Messenger Corporation

695 Town Center Drive, Suite 1200

Costa Mesa, CA 92626

 

Dear Mr. Ma:

 

This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and Real Messenger Corporation, a Cayman Islands company (the “Company”), pursuant to which the Placement Agent shall serve as the sole placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of 3,160,000 Class A ordinary shares (the “Shares”) of the Company, par value US$0.0001 per share (the “Ordinary Shares”), up to 5,714,284 warrants (the “Warrants”), with each such Warrant representing the right of the holder thereof to purchase one Ordinary Share, and up to 2,554,284 pre-funded warrants (the “Pre-funded Warrants”), with each such Pre-funded Warrant representing the right of the holder thereof to purchase one Ordinary Share (the “Offering”). The Ordinary Shares underlying the Warrants and the

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SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 8, 2026, between Real Messenger Corporation, 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 (i) 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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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of 2026-05-21, between E-Power Inc., a company incorporated under the laws of the Cayman Islands (the “Company”), and each purchaser identified on the signature pages hereto (each, including its respective 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 of 1933, as amended (the “Securities Act”), covering the shares to be issued and sold under this Agreement, 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.

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CERTAIN PORTIONS OF THE EXHIBIT THAT ARE NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL HAVE BEEN REDACTED PURSUANT TO ITEM 601(b)(10)(iv) OF REGULATION S-K. [****] INDICATES THAT INFORMATION HAS BEEN REDACTED

CONVERTIBLE NOTE PURCHASE AGREEMENT

 

among

 

TH INTERNATIONAL LIMITED

 

and

 

Tim Hortons Restaurants International GmbH

 

 

 

Dated June 9, 2026

 

 

 

 

 

Table of Contents

Definitions and Interpretation.

1

 

1.1

Definitions.

1

 

1.2

Interpretation.

12

Purchase and Sale of the Notes.

13

 

2.1

Purchase and Sale of the Notes.

13

 

2.2

Use of Proceeds.

15

 

2.3

Further Subscriptions

15

Closing, Payment and Delivery.

15

 

3.1

Initial Closing.

15

 

3.2

Initial Closing Deliveries of the Company.

16

 

3.3

[Reserved].

16

 

3.4

Initial Closing Deliveries of THRI.  .

16

 

3.5

Second Closing, Third Closing and Fourth Closing.

16

 

3.6

Second Closing, Third Closing and Fourth Closing Deliveries of the Company.

16

 

3.7

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SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 8, 2026, by and between Nexera Technologies Ltd, a company organized under the laws of Israel, with headquarters located at 7 Mezada Street, Bnei Brak, Israel 5126112, (the “Company”), and each of the purchasers identified on the signature pages hereto (including its successors and assigns, 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 Purchased Shares (as defined below), and (ii) an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulation D thereunder as to the Warrants (as defined below) and the Warrant Shares (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.

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