Browse EX-10 agreements

TENDER OFFER AGREEMENT

[Cavitation Technologies, Inc.]

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This TENDER OFFER AGREEMENT (“Agreement”), dated and made effective as of October 9, 2026 (“Effective Date”), is entered into by and between BRIGHTFLIXX FINANCE (LUXEMBOURG) S.A,, a public limited company (société anonyme) organized and existing under the laws of Luxembourg (“Purchaser”), and CAVITATION TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of Nevada (USA) (“Company”). The parties hereto are sometimes referred to individually herein as a “Party” or and collectively as the “Parties”.

R E C I T A L S

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A.Purchaser has proposed to acquire all of the outstanding shares of common stock in Company (the “Shares”), a reporting company under Section 13 and Section 15(d) of the Securities Exchange Act of 1934 (“Exchange Act”), for a total amount or price of $35 million in cash, less its outstanding liabilities, yielding a price per Share (“Offer Price”) determined in accordance with the terms of this Agreement) (the “Offer”);

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SHARE REPURCHASE AND VOTING AGREEMENT

This Share Repurchase and Voting Agreement (this “Agreement”) is entered into as of October 13, 2026, by and among Alaunos Therapeutics, Inc., a Delaware corporation (“Parent”), Water Mill Asset Management Corp., a New York corporation (“Water Mill”), Robert W. Postma (“Postma” and, together with Water Mill, the “Postma Holders”), Jaime W. Vieser (“Vieser”) and, solely for purposes of Section 4(d), Velaris Therapeutics, Inc., a Delaware corporation (“Velaris”). Each of (a) the Postma Holders, together, and (b) Vieser is a “Holder”; each of Water Mill, Postma and Vieser is a “Holder Party”; and Postma and Vieser are each the “Holder Director” of his respective Holder.

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Confidential

Proposed Execution Version

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT(this “Agreement”) is dated as of October 13, 2026, by and among Alaunos Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the Persons listed on Exhibit A attached to this Agreement (each, an “Investor” and together, the “Investors”).

WHEREAS, the Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the U.S. Securities Act of 1933, as amended (the “Securities Act”);

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Confidential

Proposed Execution Version

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT(this “Agreement”), dated as of October 14, 2026, is entered into by and among Alaunos Therapeutics, Inc., a Delaware corporation (“Alaunos”), the several investors signatory hereto and each Merger Holder that becomes a party hereto in accordance with Section 10(b) (individually as an “Investor” and collectively, together with their respective permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and among Alaunos and the Investors party thereto, dated on or around the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

WHEREAS:

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SHARE PURCHASE AGREEMENT

This Share Purchase Agreement (this “Agreement”) is entered into as of October 10, 2026 (the “Effective Date”) in Shenzhen, People’s Republic of China (“China”), by and among:

Buyer:

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Skillful Craftsman Education Technology Ltd, a company incorporated under the laws of the Cayman Islands and listed on the Nasdaq Stock Market under the ticker symbol “EDTK” (the “Buyer” or “EDTK”);

Seller:

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LIU QINGWU (the “Seller”);

Target Company:

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URAY PTE. LTD., a limited company duly incorporated and validly existing under the laws of Singapore (the “Target Company”, “Target” or “URAY”).

(Each of the Buyer, the Seller and URAY is referred to individually as a “Party” and collectively as the “Parties”.)

RECITALS

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EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of _____ (the “Effective Date”), by and between Maase Inc., incorporated under the laws of the Cayman Islands (the “Company”), and ___, an individual. Except with respect to the direct employment of __ by the Company, the term “Company” as used herein with respect to all obligations of __ hereunder shall be deemed to include the Company and all of its subsidiaries and affiliated entities (collectively, the “Group”).

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RECITALS

A. The Company desires to employ ____, as its Co-Chief Technology Officer (the “Co- CTO”) and to assure itself of the services of the Co-CTO during the term of Employment (as defined below).

B. ____, desires to be employed by the Company as its Co-CTO during the term of Employment and upon the terms and conditions of this Agreement.

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AGREEMENT

The parties hereto agree as follows:

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	1.	POSITION

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SHARE TRANSFER AGREEMENT

This Share Transfer Agreement (this “Agreement”), dated as of October 7, 2026, is entered into by and among Lichen International Limited, a Cayman Islands exempted company (“Parent”), Legend Consulting Limited, a company formed under the laws of Hong Kong and an indirect wholly-owned subsidiary of Parent (“Transferor”), [*] (the “Transferee”) and Bondly Enterprises Limited, a company formed under the laws of Hong Kong and a wholly-owned subsidiary of the Transferor (the “Target”). Capitalized terms used in this Agreement have the meanings given to such terms herein.

RECITALS

WHEREAS, Transferor owns all of the issued and outstanding equity interest and shares of the Target (the “Transfer Shares”);

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WHEREAS, Transferor is an indirect wholly-owned subsidiary of Parent;

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS (i) NOT MATERIAL AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION IS MARKED WITH A [***].

SHARE PURCHASE AGREEMENT

This SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October 12, 2026, by and among JBDI Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Buyer”), those Sellers set forth in Annex I hereto (the “Sellers” and each a “Seller”), and, solely for purposes of making the representations and warranties expressly set forth herein with respect to its business and operations, Glorian Capital Ltd, a company incorporated and existing under the laws of the British Virgin Islands on 12 May 2026 with company registration number 2208464 (the “Company”). Buyer, the Sellers and the Company are referred to collectively herein as the “Parties” and individually as a “Party.”

RECITALS

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JINXIN TECHNOLOGY HOLDING COMPANY

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2026 SHARE INCENTIVE PLAN

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Article 1
PURPOSE

The purpose of this 2026 Share Incentive Plan (the “Plan”) is to promote the success and enhance the value of Jinxin Technology Holding Company, an exempted company formed under the laws of the Cayman Islands (the “Company”), by linking the personal interests of selected Directors, Employees, Consultants and other individuals to those of the Company’s shareholders and, by providing such individuals with an incentive for outstanding performance, to generate superior returns to the Company’s shareholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of recipients of share incentives hereunder upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent.

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Article 2
DEFINITIONS AND CONSTRUCTION

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***SPONSOR PARTIES SUPPORT AGREEMENT ***

This Sponsor Parties Support Agreement (this “Agreement”) is made and entered into as of October 12, 2026, by and among (i) ArcheNova Technology Co., Ltd, a Cayman Islands exempted company (“PubCo”), (ii) ArcheNova Biotech Corp., a Cayman Islands exempted company (the “Company”), (iii) Horizon Space Acquisition I Sponsor Corp., a Cayman Islands exempted company (the “Sponsor”), (iv) each of the directors and officers of Acquiror identified on Schedule A hereto (together with the Sponsor, the “Sponsor Parties” and each, a “Sponsor Party”), and (v) Horizon Space Acquisition I Corp., a Cayman Islands exempted company (“Acquiror”). PubCo, the Company, Acquiror and the Sponsor Parties are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

RECITALS

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COMPANY SHAREHOLDERS SUPPORT AGREEMENT

This Company Shareholders Support Agreement (this “Agreement”) is made and entered into as of October 12, 2026, by and among (i) ArcheNova Technology Co., Ltd, a Cayman Islands exempted company (“PubCo”), (ii) ArcheNova Biotech Corp., a Cayman Islands exempted company (the “Company”), (iii) certain shareholders of the Company (each, a “Requisite Shareholder”), and (iv) Horizon Space Acquisition I Corp., a Cayman Islands exempted company (the “Acquiror”). PubCo, the Company, Acquiror, and the Requisite Shareholders are sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).

RECITALS

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LOCK-UP AGREEMENT

This LOCK-UP AGREEMENT is made as of [•] (this “Agreement”) by and between ArcheNova Technology Co., Ltd, a Cayman Islands exempted company (“PubCo”), and each of the undersigned (each, a “Shareholder”). Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to such terms in the Business Combination Agreement (as defined below).

WHEREAS, on October 12, 2026, Horizon Space Acquisition I Corp., a Cayman Islands exempted company (“Acquiror” or “SPAC”), PubCo, ArcheNova International Co., Ltd, a Cayman Islands exempted company and a wholly-owned subsidiary of PubCo (“Merger Sub I”), ArcheNova Global Co., Ltd, a Cayman Islands exempted company and a wholly-owned subsidiary of PubCo (“Merger Sub II”), and ArcheNova Biotech Corp., a Cayman Islands exempted company (the “Company”), entered into a Business Combination Agreement (the “Business Combination Agreement”) pursuant to which, upon the terms and subject to the conditions set forth therein: (a) Merger Sub I will merge with and into Acquiror (the “*First Merger

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