Browse EX-10 agreements

合资协议

 

JOINT VENTURE AGREEMENT

 

本《合资协议》（以下简称“本协议”）于2026年4月23日由以下各方签署：

 

This Joint Venture Agreement (hereinafter referred to as “this Agreement”)is entered into as of 13 April 2026,by and among the following parties:

 

甲方：国富氢能（香港）发展有限公司（以下简称“国富氢能”），一家根据中国香港特别行 政区法律有效设立并合法存续的股份有限公司，注册地址为Room 291029th Floor,Bank of America Tower,No.12 Harcourt Road,Hong Kong;

 

Party A:Guofu Hydrogen Energy(Hong Kong)Development Co., Limited (hereinafter referred to as “Guofuhee”）,a limited company duly incorporated and validly existing under the Hong Kong Special Administrative Region of the People’s Republic of China.,with its registered address at Room 291029th Floor,Bank of America Tower, No.12 Harcourt Road,Hong Kong;

 

乙方：U Robur Limited（以下简称“Urobur”）, 一家根据香港法律有效设立并合法存续的公 司，注册地址为 Unit 1002,10/F.,Perfect Commercial Building,20 Austin Avenue,Tsim Sha Tsui,Kowloon;

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Agreement on Comprehensive Energy Solutions

 

This Agreement on Comprehensive Energy Solutions (this “Agreement”) is entered into as of May 26, 2026, by and between:

Party A:

 

 

Name:

CEWA Group

 

 

 

 

Address:

33/88 17th Floor, Wall Street Tower Building, Surawong Road, Suriyawong, Bangkok, Thailand

Party B:

 

 

Name:

Hydro Data Limited

 

 

 

 

Address:

199, S OASIS Building, 8th Floor, Room 801, Vibhavadi Rangsit Road, Chom Phon Sub-district, Chatuchak District, Bangkok, Thailand

Party C:

 

 

Name:

Jiangsu Guofu Hydrogen Energy Equipment Co., Ltd.

 

 

 

 

Address:

No. 236 Guotai North Road, Yangshe Town, Zhangjiagang City, Jiangsu Province

 

(hereinafter individually referred to as a “Party” and collectively as the “Parties”)

 

RECITALS

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SHARE PURCHASE AGREEMENT

 

This Share Purchase Agreement (this “Agreement”) is made and entered into as of June 8, 2026 by and among Shengshi International Group Inc., a Cayman Islands exempted company (the “Purchaser”), Juxing Investment Group (Hong Kong) Limited, a Hong Kong company (“Juxing” or the “Target”), and Baiya International Group Inc., a Cayman Islands exempted company (“Baiya” or the “Seller”). The Purchaser, the Target and the Seller are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.

RECITALS:

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THIS AGREEMENT is made on 8th day of June 2026.

 

BETWEEN:

 

(1)

Padachi M Venture Ltd , a company incorporated in British Virgin Islands (Company no.: 2141146), with its registered address at Conyers Trust Company (BVI) Limited, Commerce House, Wickhams Cay 1, Road Town, Tortola, VG1110, British Virgin Islands (the “Purchaser”);

 

(2)

Miao Duncan, (HKID no: K611218(8)), and having his residential address at 7A & B, Celestial Garden, 5 Repulse Bay Road, Hong Kong; and

 

(3)

Miao Tai Wai, David, (HKID no: E167043(7)), and having his residential address at Flat A, 27/F, Broadwood Park, 38 Broadwood Road, Happy Valley, Hong Kong (together with Mr. Miao Duncan, the “Vendors”),

 

(each a “Party” and collectively, the “Parties”).

 

WHEREAS:

 

(A)

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REGISTRATION RIGHTS AGREEMENT

 

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 5, 2026, is by and among Kandal M Venture Limited, an exempted company organized in the Cayman Islands with offices located at Padachi Village, Prek Ho Commune, Takhmao Town, Kandal Province, Kingdom of Cambodia (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).

 

RECITALS

 

A. In connection with the Securities Purchase Agreement by and among the parties hereto, dated as of June 5, 2026 (the “Securities Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement, to issue and sell to each Buyer the Notes (as defined in the Securities Purchase Agreement) which will be convertible into Conversion Shares (as defined in the Securities Purchase Agreement) in accordance with the terms of the Notes.

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 5, 2026, is by and among Kandal M Venture Limited, an exempted company organized in the Cayman Islands with offices located at Padachi Village, Prek Ho Commune, Takhmao Town, Kandal Province, Kingdom of Cambodia (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

 

RECITALS

A. The Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.

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[FORM OF SENIOR UNSECURED CONVERTIBLE PROMISSORY NOTE]

**NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD 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. 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 REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CON

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PLACEMENT AGENCY AGREEMENT

 

June 5, 2026

Revere Securities LLC

560 Lexington Avenue – 16th Floor

New York, NY 10022

 

Ladies and Gentlemen:

 

This letter (this “Agreement”) constitutes the agreement between Kandal M Venture Limited, an exempted company organized in the Cayman Islands with offices located at Padachi Village, Prek Ho Commune, Takhmao Town, Kandal Province, Kingdom of Cambodia (the “Company”) and Revere Securities LLC (“ Revere” or the “Placement Agent”) pursuant to which Revere shall serve as the placement agent for the Company, on a reasonable “best efforts” basis, in connection with the proposed offer and private placement of senior convertible promissory notes of the Company and the Class A Ordinary Shares (the “Ordinary Shares”) issuable upon conversion of, or otherwise pursuant to, such notes in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the Un

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SECURITIES EXCHANGE AGREEMENT

 

This Securities Exchange Agreement (this “Agreement”) is entered into as of June 3, 2026 (the “Effective Date”), by and between VisionWave Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal place of business at 300 Delaware Ave, Suite 210#301, Wilmington, Delaware 19801, USA (“VisionWave”) and Foresight Autonomous Holdings Ltd., a company organized and existing under the laws of the State of Israel, with its principal place of business at 7 Golda Meir St., Nes Ziona, Israel (“Foresight”).

 

VisionWave and Foresight are collectively referred to herein as the “Parties” and individually as a “Party.”

 

Unless otherwise expressly defined herein or the context otherwise requires, the capitalized terms used in this Agreement shall have the meanings set forth in the Appendix hereto.

 

RECITALS

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Final Version

 

SHARE PURCHASE AGREEMENT

BY AND AMONG

GALMED PHARMACEUTICALS LTD.,

COLOSPAN LTD.,

THE SHAREHOLDERS OF COLOSPAN LTD.

and

Boaz Assaf AS THE COLOSPAN LTD. SHAREHOLDERS REPRESENTATIVE

June 8, 2026

 

 

 

 

SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of June 8, 2026, is entered into by and among (i) Colospan Ltd., an Israeli company (the “Company”), (ii) Galmed Pharmaceuticals Ltd., an Israeli company (“Purchaser”), (iii) the shareholders of the Company whose names appear on the signature page of this Agreement or that otherwise become parties to this Agreement under ‎Section 2.8 and ‎Section 2.9 hereof (each a “Selling Shareholder” and together, the “Selling Shareholders”) and (iv) Boaz Assaf, in his capacity as representative of the Selling Shareholders (the “Shareholders Representative”).

 

RECITALS

WHEREAS, the Company engages in the business of developing and commercializing medical devices and related products and services; and

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CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL

DATED 4 June 2026
REZOLVE AI PLC   and   EKG HOLDINGS 3 LIMITED   and   GAVIN DEIN   and   REGULUS CAPITAL CONSULTING LIMITED   and   NICHOLAS HYNES   and   PETER WEST
WAIVER DEED relating to the acquisition of Reward Loyalty UK Limited
5 New Street Square	London EC4A 3TW Tel +44 (0)20 7300 7000 Fax +44 (0)20 7300 7100 DX 41 London www.winstontaylor.com

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THIS DEED is made on 4 June 2026

BETWEEN

REZOLVE AI PLC (company number 14573691) whose registered office is at 21 Sackville Street, London, England, W1S 3DN (the "Buyer");

EKG HOLDINGS 3 LIMITED whose registered office is at Palm Grove House, P.O. Box 438, Road Town, Tortola, British Virgin Islands ("EKG");

GAVIN DEIN of [***] ("Dein");

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Subscription Letter

28 May 2026

Board of Directors

ERAYAK Power Solution Group Inc.

4th Floor, Harbour Place

103 South Church Street

P.O. Box 10240, Grand Cayman

KY1-1002, Cayman Islands

Dear Sir or Madam

Subscription for Class B Ordinary Shares in Erayak Power Solution Group Inc

We, ERAYAK International Limited of Craigmuir Chambers, Road Town, Tortola, VG1110, British Virgin Islands, hereby subscribe for 45,000 Class B Ordinary Shares of par value of US$0.22 each (the Shares) in ERAYAK Power Solution Group Inc., a Cayman Islands exempted company with company number 352596 (the Company) for a total consideration of US$139,050.

The Shares shall be issued subject to the memorandum and articles of association of the Company, and shall not be subject to any additional designations, powers, preferences, rights, qualifications or limitations. The Shares shall rank pari passu in all respect with Class B Ordinary Shares of the Company already in issue.

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