Browse EX-10 agreements

June 17, 2026

 

IceCure Medical Ltd.

Attn: Eyal Shamir, Chief Executive Officer

7 Ha’Eshel St., PO Box 3163

Casarea, 3079504 Israel

 

Dear Mr. Shamir:

 

This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (the “Placement Agent”) and IceCure Medical Ltd., a company organized under the laws of the State of Israel (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) shares (the “Shares”) of the Company’s Ordinary 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 Shares of the Company (the “Ordinary Warrants”, and together with the Ordinary Warrants, the “Warrants,” and collectively with the Shares, the “**Secu

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Exhibit 10.1

 

STANDBY EQUITY PURCHASE AGREEMENT

 

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of June 18, 2026 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and PRF TECHNOLOGIES LTD., a company incorporated under the laws of the country of Israel (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

 

WHEREAS, the Parties desire that, upon the terms and subject to the conditions contained herein, the Company shall have the right to issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to $15 million of the Company’s ordinary shares, no par value per share (the “Ordinary Shares”);

 

WHEREAS, the Ordinary Shares are listed for trading on the Nasdaq Capital Market under the symbol “PRFX;”

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PLACEMENT AGENCY AGREEMENT

 

FT Global Capital, Inc.

1688 Meridian Avenue, Suite 700

Miami Beach, FL 33139

June 17, 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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SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 17, 2026, between 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 (i) an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) as to the Registered Securities (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 Unregistered Securities (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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STANDBY EQUITY PURCHASE AGREEMENT

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of June 16, 2026 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and GLOBAVEND HOLDINGS LIMITED, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, the Parties desire that, upon the terms and subject to the conditions contained herein, the Company shall have the right to issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to $20 million of the Company’s ordinary shares, par value $0.20 per share (the “Ordinary Shares”);

WHEREAS, the Ordinary Shares are listed for trading on the Nasdaq Capital Market under the symbol “GVH;”

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June 18, 2026

 

CONFIDENTIAL

 

Lion Group Holding Ltd.

10 Ubi Crescent, #06-51 (Office 12), Ubi Techpark

Singapore 408574

Attention: Chunning Wang, Chief Executive Officer

 

Re:

Proposed Acquisition of Aquila Hash, Inc.

 

Dear Chunning Wang:

 

This non-binding memorandum of understanding (this “MOU”) sets forth the mutual understanding and intent of the parties with respect to a proposed transaction (the “Transaction”) pursuant to which Lion Group Holding Ltd., a Cayman Islands company (“Buyer”), would acquire from the stockholder of Aquila Hash, Inc., a Delaware corporation (the “Company”), one hundred percent (100%) of the issued and outstanding capital stock of the Company (the “Shares”). The parties to this MOU are Buyer and the Company (each, a “Party” and collectively, the “Parties”). The Parties contemplate that the Transaction may be structured as a stock-for-stock acquisition or another mutually agreed structure, with the final consideration, valuation, exchange ratio, and payment mechanics to be set forth in the Definitive Agreement

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Lion Group Holding Ltd. Signs Non-Binding Memorandum of Understanding to Acquire Aquila Hash, Inc.

SINGAPORE, June 18, 2026 /PRNewswire/ – Lion Group Holding Ltd. (NASDAQ: LGHL) (“Lion Group” or the “Company”), today announced that it has entered into a non-binding memorandum of understanding (“MOU”) with Aquila Hash, Inc. (“Aquila Hash”), a U.S.-headquartered global AI infrastructure platform company, to acquire 100% of the issued and outstanding capital stock of Aquila Hash for consideration to be determined in definitive agreements.

 

Under the proposed transaction, Lion Group aims to acquire Aquila Hash, a pioneer in developing and operating AI Factories, GPU cloud platforms, and AI-native services. Aquila Hash provides end-to-end AI infrastructure solutions, including data center fit-out and deployment, global supply chain services, GPU cluster integration, and operations management. The Company has established a strong footprint across North America, Asia-Pacific, and Europe, supporting large-scale AI infrastructure projects for hyperscalers and enterprises.

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Up to $164,640,000 Secured Loan Agreement

 

Dated

  

2026

  

 

(1)

Navigator Gas L.L.C.

(as Borrower)

 

(2)

Navigator Holdings Ltd.

Navigator Polaris L.L.C.

Navigator Proxima L.L.C.

(as Original Guarantors)

 

(3)

The financial institution listed in Schedule 1

(as Original Lenders)

 

(4)

BNP Paribas

(as Global Coordinator)

 

(5)

BNP Paribas

(as Arranger)

 

(6)

BNP Paribas

(as Agent)

 

(7)

BNP Paribas

(as Security Agent)

 

(8)

The financial institutions listed in Schedule 1

(as Original Hedging Providers)

 

  

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Contents

 

  

 

 

 

  

Page

 

Section 1

 

Interpretation

  

2

1

 

Definitions and Interpretation

  

 

2

 

Section 2

 

The Loan

  

32

2

 

The Loan

  

 

32

 

3

 

Purpose

  

 

32

 

4

 

Conditions of Utilisation

  

 

32

 

Section 3

 

Utilisation

  

36

5

 

Advance

  

 

36

 

Section 4

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SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 16, 2026, by and among ChowChow Cloud International Holdings Ltd, 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 Section 4(a)(2) of the Securities Act (as defined below), and Regulation S (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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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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