Browse EX-10 agreements

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, 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. 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.

SERIES [C]/[D] WARRANT TO PURCHASE ORDINARY SHARES

REPRESENTED BY AMERICAN DEPOSITARY SHARES

STEAKHOLDER FOODS LTD.

Warrant ADSs: _______	Issue Date: ______, 2026
	Initial Exercise Date: ______, 2026

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STEAKHOLDER FOODS LTD.

May 29, 2026

Holder of Warrants to Purchase Ordinary Shares Represented by American Depositary Shares Issued in October 2025

Re:	Inducement Offer to Exercise Warrants to Purchase Ordinary Shares Represented by American Depositary Shares Issued in October 2025

Dear Holder:

Steakholder Foods Ltd. (the “Company”) is pleased to offer to you (“Holder”, “you” or similar terminology) the opportunity to receive (i) new warrants to purchase ordinary shares (“Ordinary Shares”) represented by American Depositary Shares (“ADSs”), and (ii) a reduction in the Exercise Price (as defined in the respective Existing Warrants (as defined herein)) of certain warrants to purchase Ordinary Shares represented by ADSs held by you in consideration for exercising for cash all such warrants to purchase Ordinary Shares represented by ADSs, issued to you on October 1, 2025 (the “Existing Warrants”), as more particularly set forth on the signature page hereto. The ADSs representing Ordinary Shares underlying the Existing Warrants have

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Subscription Letter

May 21, 2026

Board of Directors

Decent Holding Inc.

4th Floor & 5th Floor North Zone, Dingxin Building

No. 106 Aokema Avenue,

Laishan District, Yantai, Shandong Province

People’s Republic of China 264003

Dear Sir or Madam

Subscription for Class B Ordinary Shares in Decent Holding Inc.

I, Dingxin Sun, hereby subscribe for 400,000 class B ordinary shares of par value of US$0.0025 each (the “Class B Ordinary Shares”) in Decent Holding Inc., a Cayman Islands exempted company (the “Company”) at a subscription price of US$2 per share, for a total consideration of US$800,000.

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.

[Signature page to follow]

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Yours faithfully

/s/ Dingxin Sun
Name: Dingxin Sun

[Signature page to subscription letter]

PLACEMENT AGENCY AGREEMENT

May 29, 2026

Qtrex Quantum Ltd.

2 Ha-Tidhar St.

Ra’anana 4366504, Israel

Attention: Dagi Ben-Noon

Dear Mr. Ben-Noon:

This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners, as placement agent (the “Placement Agent”), and Qtrex Quantum 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”) of the Company, no par value (the “Ordinary Shares) and/or (iii) pre-funded warrants to purchase Ordinary Shares of the Company (the “Pre-Funded Warrants,” and collectively with the Shares, the “Securities”), depending on the beneficial ownership percentage of the purchaser of the Ordinary Shares

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 29, 2026, between Qtrex Quantum 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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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of May 29, 2026, between Qtrex Quantum 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, 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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REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of 28 May 2026, by and among (i) ads-tec Energy PLC, a public limited company incorporated under the laws of Ireland (the “Company”), and (ii) the parties listed on Schedule A hereto (each such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement or the Joinder Agreement, a “Holder” and collectively, the “Holders”). Certain capitalized terms used and not otherwise defined herein are defined in Article 1 hereof.

RECITALS

WHEREAS, pursuant to one or more subscription agreements (each, a “Subscription Agreement”) with certain investors, the Company has agreed to provide the Holders with certain registration rights with respect to the Ordinary Shares issued or issuable thereunder (the “Subscription Shares”); and

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

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.

SUBSCRIPTION AGREEMENT

Dated: ____________________________

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Exhibit 10.1

CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED BECAUSE THEY ARE NOT MATERIAL AND OF A TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH REDACTED PORTIONS ARE INDICATED WITH “[***].”

AMENDMENT TO THE INVESTMENT AGREEMENT

in relation to

A.T.C. S.r.l.

by and among

Genenta Science S.p.A.

as the Investor

and

Marco Spiga

Mattia Berardinetti

Gioacchino Specchi

as Existing Shareholders

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INDEX

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AMENDING AGREEMENT

THIS AGREEMENT made as of the 30th day of April, 2026.

AMONG:

SHAREHOLDERS OF CLINIQUANTUM LTD.

as set out in Section 3.03 of the Disclosure Schedules (as defined in the SPA (as defined below))

(hereinafter referred to as the “Selling Shareholders”)

OF THE FIRST PART

-and-

CLINIQUANTUM LTD.

a corporation incorporated under the laws of the State of Israel

(hereinafter referred to as the “Company”)

OF THE SECOND PART

-and-

NEUROTHERA LABS INC.

a corporation incorporated pursuant to the laws of the Province of British Columbia and having its registered head office located at 2264 E 11th Ave., Vancouver, British Columbia V5N 1Z6

(hereinafter referred to as the “Purchaser”)

OF THE THIRD PART

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INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”), made and entered into as of May 20, 2026, by and between WF Holding Limited, an exempted company with limited liability under the laws of Cayman Islands (the “Company”), and Leah Siang Ling (“Indemnitee”).

W I T N E S S E T H:

WHEREAS, the Indemnitee has agreed to serve as a director or executive officer of the Company and in such capacity will render valuable services to the Company;

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and executive officers of public companies;

WHEREAS, in order to induce and encourage highly experienced and capable persons such as the Indemnitee to serve as directors and officers of the Company, the board of directors of the Company (the “Board”) has determined that it is reasonably prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons;

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EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”), dated as of May 20, 2026 (the “Effective Date”), is entered between WF Holding Limited, an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”), and Leah Siang Ling (the “Executive”).

WHEREAS, the Company and the Executive wish to enter into an employment agreement whereby the Executive will be employed by the Company in accordance with the terms and conditions stated below;

NOW, THEREFORE, in consideration of the premises and of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE 1

EMPLOYMENT, DUTIES AND RESPONSIBILITIES

Section 1.01*. Employment.* The Executive shall serve as the Co-Chief Executive Officer and ExecutiveDirector of the Company. The Executive hereby accepts such employment and agrees to devote substantially all of the Executive’s time and efforts to promoting the interests of the Company.

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