Browse EX-10 agreements

FORM OF AMENDMENT TO SECURITIES PURCHASE AGREEMENT

 

THIS AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 5, 2026, is made by and between Robo.ai, Inc., a company organized in the Cayman Islands (the “Company”), and each of the investors listed on the signature page hereto (individually, a “Buyer” and collectively, the “Buyers”).

 

WHEREAS, on December 10, 2025, the Company and the Buyers entered into that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) pursuant to which, among other things, the Company agreed to issue and sell, and the Buyer agreed to purchase, certain securities of the Company; all capitalized terms used, but not otherwise defined, herein shall have the respective meanings set forth in the Securities Purchase Agreement; and

 

WHEREAS, the Company and the Buyers desire to amend the Securities Purchase Agreement as set forth herein.

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Partnership Agreement

 

This Partnership Agreement (“Agreement”) is made and entered into on October 9th, 2025 (“Effective Date”) in Dubai, United Arab Emirates.

BY AND BETWEEN

 

A. Astra Mobility Meta (Cayman) Limited, a Cayman incorporated company and wholly owned by Robo.ai Inc. (“Robo.ai”), incorporated and registered in Dubai, having its registered office at Palm Grove Unit 4, 265 Smith Road, George Town, P.O. Box 52A Edgewater Way, #1653, Grand Cayman KY1-9006, Cayman Islands (hereinafter referred to as “Astra”, a term which includes its successors and assigns);

 

AND,

 

B. W Motors Automotive Group Holding Limited Dubai Branch, a company incorporated and registered in Dubai and operating in W Motors HQ, Plot 07-036, Dubai Silicon Oasis, Dubai, United Arab Emirates (hereinafter referred to as “W Motors”, a term which includes its successors and assigns).

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EXECUTIVE OFFICER AGREEMENT

THIS EXECUTIVE OFFICER AGREEMENT (this “Agreement”), dated as of June 9, 2026, is by and between Tino Group Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), and Qin Chen, an individual (the “Executive Officer”).

AGREEMENT

 

1. Appointment. The Executive Officer was appointed as chief executive officer (the “CEO”) of the Company on June 9, 2026. This Agreement serves to regulate the employment relationship between the Company and the Executive Officer from the effective date of the registration statement of the Company’s initial public offering. The Company shall employ the Executive Officer and the Executive Officer shall diligently and faithfully serve the CEO pursuant to the terms and conditions of this Agreement and subject to the amended and restated memorandum and articles of association of the Company, the rules and regulations of the Nasdaq Capital Market (to the extent applicable) and other applicable laws and regulations.

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INDEPENDENT DIRECTOR AGREEMENT

This DIRECTOR AGREEMENT (the “Agreement”) is made and entered into as of this [ ] day of [ ], by and between Tino Group Limited, a Cayman Islands corporation (the “Company”), and [ ] (the “Independent Director”) and shall become effective on the closing date of the Company’s initial public offering (the “Effective Date”).

 

WHEREAS, the Company desires to engage the Independent Director, and the Independent Director desires to serve, as a non-employee director of the Company, subject to the terms and conditions contained in this Agreement.

 

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the receipt of which is hereby acknowledged, the Company and the Independent Director, intending to be legally bound, hereby agree as follows:

 

1. DEFINITIONS.

 

(a) “Corporate Status” describes the capacity of the Independent Director with respect to the Company and the services performed by the Independent Director in that capacity.

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EXECUTIVE OFFICER AGREEMENT

THIS EXECUTIVE OFFICER AGREEMENT (this “Agreement”), dated as of June 9, 2026, is by and between Tino Group Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), and Mr. Si Ai, an individual (the “Executive Officer”).

AGREEMENT

 

1. Appointment. The Executive Officer was appointed as chief financial officer (the “CFO”) June 9, 2026. This Agreement serves to regulate the employment relationship between the Company and the Executive Officer from the effective date of the registration statement of the Company’s initial public offering. The Company shall employ the Executive Officer and the Executive Officer shall diligently and faithfully serve the CFO pursuant to the terms and conditions of this Agreement and subject to the amended and restated memorandum and articles of association of the Company, the rules and regulations of the Nasdaq Capital Market (to the extent applicable) and other applicable laws and regulations.

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EXECUTIVE OFFICER AGREEMENT

THIS EXECUTIVE OFFICER AGREEMENT (this “Agreement”), dated as of June 9, 2026, is by and between Tino Group Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), and Xiaowen Wang, an individual (the “Executive Officer”).

AGREEMENT

 

1. Appointment. The Executive Officer was appointed as chief operating officer (the “COO”) June 9, 2026. This Agreement serves to regulate the employment relationship between the Company and the Executive Officer from the effective date of the registration statement of the Company’s initial public offering. The Company shall employ the Executive Officer and the Executive Officer shall diligently and faithfully serve the COO pursuant to the terms and conditions of this Agreement and subject to the amended and restated memorandum and articles of association of the Company, the rules and regulations of the Nasdaq Capital Market (to the extent applicable) and other applicable laws and regulations.

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Certain confidential information contained in this document, marked by brackets and asterisk ([***]), has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K, because the Company customarily and actually treats such information as private or confidential and the omitted information is not material.

 

Date: December 23, 2024

 

Client Name:

Silentium Ltd. (hereinafter: “the Borrower” or “the Company”)

 

Company No. 512491143

 

 

Address:

5 Golda Meir St., Ness Ziona

 

 

Account No.:

[***] at the Rehovot Science Park Branch (132) (hereinafter: “the Borrower’s Account”)

 

To: Mizrahi Tefahot Bank Ltd. (hereinafter: “the Bank”)

 

Dear Sir/Madam,

 

Re: Loan Agreement

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Effective Date: October 20, 2022

 

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED IF AT THAT TIME ANY SECURITIES OF THE CORPORATION HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR PROSPECTUS FILING THEREUNDER OR EXEMPTIONS FROM SUCH REGISTRATION AND PROSPECTUS REQUIREMENTS. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF HOLDER’S COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

 

To:

 

Mizrahi Tefahot Bank Ltd.

 

WARRANT

 

To Purchase Preferred D-2 Shares

 

of

 

SILENTIUM LTD.

 

VOID AFTER 5:00 p.m. (prevailing Israel time)

 

on the last day of the Warrant Period (defined below)

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Certain confidential information contained in this document, marked by brackets and asterisk ([***]), has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K, because the Company customarily and actually treats such information as private or confidential and the omitted information is not material.

 

Date: October 20, 2022

 

Client Name:

Silentium Ltd. (hereinafter: “the Borrower” or “the Company”)

 

Company No. 512491143

 

 

Address:

5 Golda Meir St., Ness Ziona

 

 

Account No.:

[***] at the Rehovot Science Park Branch (132) (hereinafter: “the Borrower’s Account”)

 

To: Mizrahi Tefahot Bank Ltd. (hereinafter: “the Bank”)

 

Dear Sir/Madam,

 

Re: Loan Agreement

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Silentium Ltd.

 

Compensation Policy

 

2026

 

A.

Overview and Objectives

 

1

Introduction

 

This document sets forth the Compensation Policy for Executive Officers and Directors (this “Compensation Policy” or “Policy”) of Silentium Ltd. (“Silentium” or the “Company”), in accordance with the requirements of the Companies Law, 5759-1999 and the regulations promulgated thereunder (the “Companies Law”).

 

Compensation is a key component of Silentium’s overall human capital strategy to attract, retain, reward, and motivate highly skilled individuals that will enhance Silentium’s value and otherwise assist Silentium to reach its business and financial long-term goals. Accordingly, the structure of this Policy is established to tie the compensation of each officer to Silentium’s goals and performance.

 

For purposes of this Policy, “Executive Officers” shall mean “Office Holders” as such term is defined in Section 1 of the Companies Law, excluding, unless otherwise expressly indicated herein, Silentium’s directors.

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SILENTIUM LTD.

 

INDEMNIFICATION UNDERTAKING

 

Date: [l]

 

Dear [Mr. / Ms.] [●●]:

 

WHEREAS, at the request of Silentium Ltd. (“Silentium”), you served in the past, are currently serving or will serve in the future as an “Office Holder” (“nosse misra”) of Silentium, as such term is defined in Section 1 of the Israeli Companies Law, 5759-1999 (including the regulations thereunder, the “Companies Law”);

 

WHEREAS**,** both Silentium and you recognize the increased risk of litigation and other claims being asserted against Office Holders of companies and that highly competent persons have become more reluctant to serve corporations as directors and officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to, and activities on behalf of, companies;

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ISRAELI SHARE OPTION PLAN

 

 

 

Silentium Ltd.

 

THE 2013 ISRAELI SHARE OPTION PLAN

 

(*In compliance with Amendment No. 132 of the Israeli Tax Ordinance, 2002)

 

 

 

 

ISRAELI SHARE OPTION PLAN

 

 

TABLE OF CONTENTS

 

1. PURPOSE OF THE ISOP

3

 

 

2. DEFINITIONS

3

 

 

3. ADMINISTRATION OF THE ISOP

6

 

 

4. DESIGNATION OF PARTICIPANTS

7

 

 

5. DESIGNATION OF OPTIONS PURSUANT TO SECTION 102

8

 

 

6. TRUSTEE

9

 

 

7. SHARES RESERVED FOR THE ISOP

10

 

 

8. PURCHASE PRICE

10

 

 

9. ADJUSTMENTS

11

 

 

10. TERM AND EXERCISE OF OPTIONS

12

 

 

11. VESTING OF OPTIONS

14

 

 

12. SHARES SUBJECT TO RIGHT OF FIRST REFUSAL

14

 

 

13. DIVIDENDS

15

 

 

14. RESTRICTIONS ON ASSIGNABILITY AND SALE OF OPTIONS

15

 

 

15. EFFECTIVE DATE AND DURATION OF THE ISOP

16

 

 

16. AMENDMENTS OR TERMINATION

16

 

 

17. GOVERNMENT REGULATIONS

16

 

 

18. CONTINUANCE OF EMPLOYMENT

17

 

 

19. GOVERNING LAW & JURISDICTION

17

 

 

20. TAX CONSEQUENCES

17

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