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Revised Version – Execution Copy

Amended 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

As amended on June 22, 2026

 

 

AMENDED SHARE PURCHASE AGREEMENT

THIS AMENDED SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of June 16, 2026, amending and restating the Share Purchase Agreement dated as of June 8, 2026, which it supersedes in its entirety, 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

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Document

Confidential treatment has been requested for redacted portions of this exhibit.

This copy omits the information subject to the confidentiality request. Omissions are designated as ******.

EQUITY PURCHASE AGREEMENT

by and among

Ecarx (Hubei) Technology Co., Ltd.

Ecarx (Hubei) Ecological Investment Co., Ltd.

(as the Buyer)

Wuhan Xingji Meizu Technology Co., Ltd.

(as Seller 1)

Zhuhai Meizu Technology Co., Ltd.

(as Seller 2)

Hubei Xingji Meizu Group Co., Ltd.

(as Seller 3)

and

Hubei Qiguang Technology Co., Ltd.

(as the Target Company)

June 18, 2026

1

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TABLE OF CONTENTS

RECITALS

3

ARTICLE 1 DEFINITIONS

4

ARTICLE 2 SALE AND PURCHASE OF EQUITY INTEREST

6

ARTICLE 3 ACQUISITION PRICE AND PAYMENT

6

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NEITHER THIS SECURITY NOR THE SECURITIES FOR 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, NEITHER MAY 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.

 

FORM OF WARRANT TO PURCHASE ORDINARY SHARES

REGENTIS BIOMATERIALS, LTD.

Warrant Shares: _______

Issue Date: [_], 2026

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Execution Version

 

SECURITIES PURCHASE AGREEMENT

 

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of June 17, 2026, between Regentis Biomaterials Ltd., a company incorporated under the laws of the State of Israel, having its registered office at Puglisi & Associates, 850 Library Ave., Suite 204, Newark DE 19711 (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 exemption from the registration requirements of Section 5 of the Securities Act (as defined below) contained in Section 4(a)(2) thereof and/or Rule 506(c) of Regulation D promulgated thereunder, 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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NEITHER THIS SECURITY NOR THE SECURITIES FOR 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, NEITHER MAY 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.

 

FORM OF PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES

REGENTIS BIOMATERIALS, LTD.

Warrant Shares: _______

Issue Date: [_], 2026

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Execution Version

FORM OF PLACEMENT AGENCY AGREEMENT

June 17, 2026

 

Regentis Biomaterials Ltd.

60 Medinat Hyahudim

Hertzliya, Israel 4676652

Attention: Ehud Geller, Chief Executive Officer 

 

Dear Mr. Geller:

 

This letter (the “Agreement”) constitutes the agreement between ThinkEquity LLC, as placement agent (the “Placement Agent”), and Regentis Biomaterials Ltd., a company incorporated under the laws of the State of Israel, having its registered office at Puglisi & Associates, 850 Library Ave., Suite 204, Newark DE 19711 (the “Company”), that the Placement Agent shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of (i) ordinary shares (the “Shares”), no par value per share (the “Ordinary Shares), and/or pre-funded warrants to purchase Ordinary Shares (the “Pre-Funded Warrants”), depending on the beneficial ownership percentage of the purchaser of the Ordinary Shares following its purchase, and (ii) warrants to purchase Ordinary S

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FORM OF REGISTRATION RIGHTS AGREEMENT

 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 17, 2026, between Regentis Biomaterials Ltd., a company incorporated under the laws of the State of Israel (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).

 

“Cutback Registration Statement” shall have the meaning set forth in Section 2(c).

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NEITHER THIS SECURITY NOR THE SECURITIES FOR 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, NEITHER MAY 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.

Form of Placement Agent Warrant

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DEBT WAIVER AND RELEASE AGREEMENT

This DEBT WAIVER AND RELEASE AGREEMENT (this “Agreement”) is entered into on the 31st May 2026 (the “Effective Date”), by and between:

 

Ohmyhome Limited, a company incorporated under the laws of the Cayman Islands, with its registered office at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands (the “Parent” or “Creditor”); and

 

Ohmyhome (BVI) Limited, a company incorporated under the laws of the British Virgin Islands, with its registered office at Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, VG1110, British Virgin Islands (the “Subsidiary” or “Debtor”).

 

(Each of the Parent and the Subsidiary is a “Party” and collectively the “Parties”.)

 

RECITALS

 

WHEREAS, the Parent is a publicly traded company listed on the Nasdaq Stock Market (“Nasdaq”);

 

WHEREAS, the Subsidiary is a direct, wholly-owned subsidiary of the Parent;

 

WHEREAS, as of the Effective Date, the Subsidiary owes the Parent an aggregate amount of SGD 19,019,173.33 (the “Debt”), which mainly consists of:

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SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into on the 17th day of June, 2026 (the “Effective Date”), by and among:

 

Ohmyhome Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands, with its registered office at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands, and listed on the Nasdaq Stock Market (the “Seller”); and

 

Sterling Oat Ltd., a company incorporated under the laws of the British Virgin Islands, with its business office at 7 Kovan road #12-28 Singapore 544896 (the “Buyer”).

 

The Seller and the Buyer are collectively referred to as the “Parties” and each individually as a “Party.”

 

RECITALS

WHEREAS, the Seller is the legal and beneficial owner of all of the issued and outstanding shares in the capital of Ohmyhome (BVI) Limited, a company incorporated under the laws of the British Virgin Islands, representing 100% of the equity interest in the Company (the “Target Shares”);

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AMENDMENT TO

Ordinary SHARE PURCHASE WARRANT

 

This AMENDMENT TO ORDINARY SHARE PURCHASE WARRANT (this “Amendment”) is entered into as of June 17, 2026, by and between IceCure Medical Ltd., a company organized under the laws of the State of Israel (the “Company”), and Armistice Capital Master Fund Ltd. (the “Holder”).

 

WHEREAS, the Company issued to the Holder those certain Series B Ordinary Share Purchase Warrants (the “Series B Warrants”) and Series C Ordinary Share Purchase Warrants (the “Series C Warrants” and, together with the Series B Warrants, the “Original Warrants”) on March 27, 2026;

WHEREAS, the Original Warrants are exercisable, in the aggregate, for up to 533,332 ordinary shares of the company, no par value, (the “Ordinary Shares”), at a per share exercise price equal to $16.50;

 

WHEREAS, pursuant to Section 5(l) of the Original Warrants, the Original Warrants may be modified or amended, or the provisions thereof waived, with the written consent of the Company and the Holder; and

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SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 17, 2026, between IceCure Medical Ltd., a company organized under the laws of the State of Israel (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 exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulation D promulgated under the Securities, 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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