Browse EX-10 agreements

SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 11, 2026, between ReTo Eco-Solutions, Inc, a BVI business 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 an exemption from the registration requirements of Section 4(a)(2) of the Securities Act (as defined below), and Regulation D (as defined below) as 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.

 

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:

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ReTo Eco-Solutions, Inc X-702, 60 Anli Road, Chaoyang District,

Beijing, People’s Republic of China 100101.

Attention: Johnny Tiong Sie Wei, CEO

 

Re: Surrender of Debt

To Whom It May Concern,

 

 

Reference to Loan and Assignment

 

I refer to a certain Loan Agreement dated May 21, 2026 (the “Loan Agreement”) by and between the me (“Lender”) and ReTo Eco-Solutions, Inc (the “Company” or “Borrower”), under which myself, along certain other lenders, extended a loan in the aggregate principal amount of USD 3,800,000 to the Company (“Debt”).

 

 

Surrender of Debt

 

In consideration of the issuance of securities by the Company to me in accordance with that certain Securities Purchase Agreement (the “SPA”) dated June [    ], 2026 I hereby surrender and forever relinquish any and all rights, claims, and interests I have (or may have) to repayment of the Debt under the Loan Agreement. This surrender includes any accrued but unpaid interest, if applicable, and any other amounts due to me as a lender or creditor under the Loan Agreement.

 

 

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Wellchange Holdings Company Limited Unit 7 on 25th Floor, Global Gateway Tower, No.63 Wing Hong Street, Kowloon, Hong Kong

10 June, 2026

Re: Independent Director Offer Letter – Mr. Chun Lau

Dear Chun Lau:

 

Wellchange Holdings Company Limited, a Cayman Islands limited liability company (the “Company” or “we”), is pleased to offer you a position as an Independent Director of the Company. We believe your background and experience will be a significant asset to the Company and we look forward to your participation as an Independent Director in the Company. Should you choose to accept this position as an Independent Director, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company.

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Wellchange Holdings Company Limited Unit 7 on 25th Floor, Global Gateway Tower, No.63 Wing Hong Street, Kowloon, Hong Kong

10 June, 2026

Re:

Independent Director Offer Letter – Mr. Yun Chau Lau

Dear Yun Chau Lau:

 

Wellchange Holdings Company Limited, a Cayman Islands limited liability company (the “Company” or “we”), is pleased to offer you a position as an Independent Director of the Company. We believe your background and experience will be a significant asset to the Company and we look forward to your participation as an Independent Director in the Company. Should you choose to accept this position as an Independent Director, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company.

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AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENT

 

This Amendment No. 1 to Share Purchase Agreement (this “Amendment”) is entered into as of June 11, 2026 by and among (i) MANSIONS CATERING AND HOTEL LTD, a company incorporated under the laws of the United Kingdom (the “Purchaser”), (ii) Leyong Lin (林楽勇), the shareholder of 100% issued shares of common stock of the Company (the “Seller”), (iii) Mirai Co., Ltd. (株式会社みらい), a corporation incorporated under the laws of Japan, corporate registration number 0118-01-043165 (the “Company”), and (iv) MDJM LTD, a Cayman Islands exempted company and the parent company of the Purchaser (the “Parent” or the “Issuer”). The Purchaser, the Seller, the Company and the Parent 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 meanings ascribed to such terms in the Purchase Agreement (as defined below).

 

RECITALS

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DEBT SETTLEMENT AND MUTUAL RELEASE

 

Dated as of June 11, 2026

 

This Debt Settlement and Mutual Release Agreement (the “Agreement”) is entered into as of the date first set forth above (the “Effective Date”), by and between (i) Bit Origin Ltd, a Cayman Islands company (the “Company”) and (ii) Jinghai Jiang, the Chief Executive Officer, Chief Operating Officer, Chairman of the Board and Director of the Company (the “CEO”). Each of the Company and the CEO may be referred to herein individually as a “Party” and collectively as the “Parties.”

 

WHEREAS, the CEO is an officer and director of the Company and is entitled to receive $100,000 as compensation for his service rendered during the fiscal years of 2026 and 2025 pursuant to a certain employment agreement dated April 10, 2024, attached hereto as Exhibit A (the “Debt”);

 

WHEREAS, the Parties now wish to settle the Debt subject to the terms and conditions as set forth herein; and

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ELONG POWER HOLDING LIMITED

EMPLOYMENT AGREEMENT

 

This Employment Agreement (this “Agreement”) is made and entered into as of June 11, 2026 (the “Effective Time”), by and between Yue Liu (the “Employee”) and Elong Power Holding Limited, a Cayman Islands exempted company (the “Company”).

 

WHEREAS, the Employee is currently employed as the vice general manager of the Company; and

 

WHEREAS, the Company desires to employ the Employee subject to the terms and conditions set forth herein, and the Employee desires to accept employment on such terms and conditions, following the completion of the Merger.

 

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

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SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 10, 2026, between WF Holding Limited, 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 an exemption from the registration requirements of Section 4(a)(2) of the Securities Act (as defined below) and Regulation S (as defined below) as 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.

 

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:

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Exhibit 10.1

EVOGENE LTD. Ordinary Shares

(par value NIS 0.2 per share) Sales Agreement

 

June 11, 2026

 

A.G.P./Alliance Global Partners

590 Madison Avenue, 28th Floor

New York, NY 10022

Ladies and Gentlemen:

 

Evogene Ltd., a company organized under the laws of the State of Israel (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (the “Agent”), as follows:

 

1. Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent, ordinary shares (the “Placement Shares”) of the Company, NIS 0.2 par value (the “Shares”); provided, however, that in no event shall the Company issue or sell through the Agent such number or dollar amount of Placement Shares that would (a) exceed the number or dollar amount of Shares registered on the effective Registration Statement (defined below) pursuant to which the offering is being made, (b) exceed the number of authorized but unissued Shares (

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June 10, 2026

 

D. Boral Capital LLC

590 Madison Avenue, 39th Floor

New York, New York 10022

 

Ladies and Gentlemen:

 

Subject to the terms and conditions herein (this “Agreement”) Core AI Holdings Inc., a corporation incorporated under the laws of British Columbia, Canada (the “Company”), hereby agrees to sell up to an aggregate of (i) 1,969,444 ordinary shares of the Company (the “Common Shares”) and/or (ii) pre-funded ordinary share purchase warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 3,975,000 ordinary shares (the “Warrant Shares”) directly to various purchasers (each, a “Purchaser” and, collectively, the “Purchasers”) through D. Boral Capital LLC, as Placement Agent (the “Placement Agent”). This Agreement and the documents executed and delivered by the Company in connection with the Offering (as defined below), including without limitation, a securities purchase agreement (the “Purchase Agreement”), shall be collectively referred to herein as the “Transaction Documents”. The Common Shares, the Pre-Funded Warrants and the Warrant Shares are coll

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SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of June 10, 2026 between CORE AI HOLDINGS, INC., a corporation existing under the laws of the Province of British Columbia (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 effective registration statement under the Securities Act (as defined below) as to the Shares (as defined below) and/or the Pre-Funded Warrants (as defined below) and the Warrant Shares (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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AMENDMENT TO WARRANTS

 

This Amendment to Warrants to Purchase Ordinary Shares (this “Amendment”), dated as of June 11, 2026, is entered into by and between Brenmiller Energy Ltd., a company organized under the laws of the State of Israel (the “Company”), and Alpha Capital Anstalt (the “Holder”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the “Securities Purchase Agreement”), dated July 25, 2025, among the Company and the Holder.

WHEREAS, the Holder is the holder of the warrants identified on Schedule A attached hereto (collectively, the “Existing Warrants”);

WHEREAS, pursuant to Amendment No. 2 to Securities Purchase Agreement, dated June 11, 2026, by and between the Company and the Holder (the “SPA Amendment”), the parties agreed, subject to Shareholder Approval (as defined therein), to reduce the exercise price of certain Existing Warrants held by the Holder; and

WHEREAS, the Company and the Holder desire to amend the Existing Warrants as set forth herein.

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