Browse EX-10 agreements

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FORM OF SUBSCRIPTION AGREEMENT

THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of ________, 2026, by and between Rafex Gold Corp., a Wyoming corporation (the “Company”), and the undersigned subscriber (the “Subscriber”).

WHEREAS, the Company previously issued shares of its common stock, par value $0.001 per share (the “Common Stock”), to the Subscriber in a private placement transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”);

WHEREAS, the Company has filed a Registration Statement on Form S-1 (File No. 333-) (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act, relating to the registration for resale from time to time by the selling stockholders named therein of shares of the Company’s Common Stock, including the Shares (as defined below) held by the Subscriber;

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AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this "Merger Agreement") is made as of September 11, 2025, by and between Rafex Gold Corp, a Wyoming ("Rafex Gold") publicly-traded corporation under the symbol RAFX on the OTC Markets OTCID and Rafex Gold Acquisition Corp II., a Wyoming corporation ("RFXAC2") and Rafex Pty, Ltd., an Australian corporation ("Rafex Pty Ltd"). This Agreement contemplates a tax-free merger of RFXAC2, with and into Rafex Pty Ltd in reorganization pursuant to Section 368 (a)(1)(A) of the Internal Revenue Code, in which the shareholders of Rafex Pty Ltd will receive Common Stock in Rafex Gold in exchange for shares of Rafex Pty Ltd with the result that Rafex Pty Ltd becomes a subsidiary of Rafex Gold.

Having received the proper board and shareholder approvals, this Agreement and Plan of Merger only amends the number of common shares of Rafex Gold issued to the receiving parties, all other directives, facts, stipulations, conditions shall remain consistent.

R E C I T A L S

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Darialtll B. AltllJerse ltll Geltller a l Coultllsel, P.C. Attorney and Counselor at Law 1015 Waterwood Parkway, Suite GAl Edmond , Oklahoma 73034 (405) 330 - 2235 FAX : (405) 330 - 2236 darianandersen@gmail.com October 2 , 2023 Wyoming Secretary of State Herschler Building East Suite 101 122 W 25th Street Cheyenne , WY 82002 - 0020 RE: Rafex Gold Acquisition Corp. Agreement and Plan of Merger Articles of Merger Dear Sir or Madam: Enclosed for filing are an Agreement and Plan of Merger affecting Wyoming for profit corporation Rafex Gold Acquisition Corp. and the Articles of Merger, and copies of the adopting resolutions, together with the required filing fee of $60 . Note the name change included in the Articles of Merger. Please file the Agreement and Plan of Merger and the Articles of Merger , and provide me copies of the filed documents. I am sending a second copy of each of the documents to be filed and a stamped envelope. Very trul y yours, L'1/ /4, � � _ j A n a,t//[} - Darian B. Andersen cc: Russell E. Brimage Richard Chiang

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RAFEX GOLD CORP.

1111 S. Roop Street, #1915

Carson City, NV 89702

1912 Capitol Avenue Suite 500

Cheyenne, WY 82001

WRITTEN CONSENT AND RESOLUTION OF THE BOARD OF DIRECTORS

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Cancellation of Shares of Common Stock

Held by Rafex Pty Ltd., a Wholly-Owned Subsidiary

Date of Resolution: April 1, 2026

RECITALS

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WHEREAS, Rafex Gold Corp., a Wyoming corporation (the “Company”), is the sole parent and 100% owner of Rafex Pty Ltd., an Australian proprietary limited company and wholly-owned subsidiary of the Company (“Rafex Pty Ltd.”);

WHEREAS, on March 10, 2023, Rafex Pty Ltd. was issued 94,617 shares of restricted Common Stock of the Company (the “Original Shares”) in connection with the merger between the Company and Triple Twenty Ltd Pty, of which Rafex Pty Ltd. held a minority interest at the time of such merger;

WHEREAS, on October 6, 2023, 19,388 shares of the Original Shares were cancelled pursuant to a prior Board action, reducing the number of shares of Common Stock held by Rafex Pty Ltd. to 75,229 shares (the “Subject Shares”);

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RAFEX GOLD CORP. 1912 Capitol Avenue, Suite 500 Cheyenne, Wyoming 82001 USA WRITTEN CONSENT AND RESOLUTION OF THE BOARD OF DIRECTORS Approval of Debt Conversion and Revenue Sharing Agreement Authorization of Issuance of 10,358,936 Shares of Common Stock to Robert Francis Davies Trust Authorization of Aur Gading Iron Ore Revenue Sharing Arrangement Date of Resolution : 05 / 18 / 2026 RECITALS WHEREAS, Rafex Gold Corp . , a Wyoming corporation (the "Company"), together with its wholly - owned subsidiaries Rafex Pty Ltd . and Triple Twenty Pty Ltd . (collectively, the "Borrowers"), has been the beneficiary of an ongoing unsecured shareholder loan facility provided by the Robert Francis Davies Trust, a trust of which Robert Francis Davies, a Director of the Company, is the Trustee (the "Lender"), pursuant to that certain Unsecured Loan Agreement dated September 28 , 2021 between the Lender and the Borrowers (the "Loan Agreement") ; WHEREAS, of the total Conversion Balance, the amount of AUD $ 601 , 601 represents advances made by the Lender directly to Datgeo Minerals Sdn . Bhd . for the

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NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

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THE ISSUE PRICE OF THIS NOTE IS $207,000.00

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Principal Amount: $207,000.00	Issue Date: May 4, 2026
207,000.00207,000.00

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CONVERTIBLE PROMISSORY NOTE

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SECURITIES PURCHASE AGREEMENT

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This **SECURITIES PURCHASE AGREEMENT **(the “Agreement”), dated as of May 4, 2026, by and between NEWGENIVF GROUP LIMITED, a company formed pursuant to the laws of British Virgin Islands, with its address at 36/39-36/40, 13th Floor, PS Tower, Sukhumvit 21 Road (Asoke), Khlong Toei Nuea Sub-district, Watthana District, Bangkok 10110 Thailand (the “Company”), and Vanquish Funding Group Inc., a Virginia corporation, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 (the “Lender”).

WHEREAS:

A. The Company and the Lender are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”); and

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), effective as to each Purchaser as of the date such Purchaser executes the same (the “Execution Date”), is made by and among Zedge, Inc., a Delaware corporation with offices located at 1178 Broadway, Ste. 1450 (3rd Floor), New York, NY 10001 (the “Company”), and each of the investors listed on the Schedule of Purchasers attached hereto (individually, a “Purchaser” and collectively, the “Purchasers”).

RECITALS

A. The Company and each Purchaser is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.

B. The Company has a sufficient number of authorized and unissued shares of its class B Common stock, par value $0.01 per share (the “Common Stock”) to satisfy its obligations under this Agreement.

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HSBC                                        EXHIBIT 10.29

FROM

HSBC Bank Middle East Limited, having its principal office at HSBC Tower, Downtown Dubai, PO Box 66, Dubai, United Arab Emirates (hereinafter referred to as the “we” or the “Bank” which expression, where the context so requires, shall include is successors, administrators and assigns).

TO

Ibex Global FZ-LLC, having its principal office at Office 206 Building 8, Dubai Outsource City, Dubai, UAE (hereinafter referred to as “you” or the “Customer” which expression, where the contract so requires, shall include its successors, administrators and assigns).

Our Ref: CMB ISB 266301                                16 March 2026

Dear Sir/Madam,

RENEWAL WITH AMENDMENT OF BANKING FACILITIES – Account Number: 023-778103

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Participant: _____________        EXHIBIT 10.10A

Grant #: _____________

PHANTOM STOCK OPTION AGREEMENT

THIS AGREEMENT(the “Agreement”) is made and entered into on the date set forth below (“Date of Grant”) by and between IBEX Global Jamaica Limited (the “Company”) and the participant named above (the “Participant”) with respect to a Phantom Stock Option hereby granted under the IBEX Global Jamaica Limited Amended & Restated Phantom Stock Plan dated June 30, 2025 (the “Plan”).

WHEREAS, an authorization to grant a Phantom Stock Option under the Plan to Participant has been authorized pursuant to the terms of the Plan to provide an incentive based on the increase in the price of a share of common stock (“Stock”) of the Company’s ultimate parent company, IBEX Limited (“IBEX”), for the purposes stated in the Plan and subject to its requirements;

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IBEX Management Incentive Plan

Directors and Above

1.1PURPOSE

1.2The Management Incentive Plan (the “MIP” or “the Plan”) is designed to be simple, attainable, rewarding, and to motivate Participants to achieve performance results based on Business Goals for the Plan Year.

1.3KEY DEFINITIONS

1.4“Board of Directors” means the Board of Directors of IBEX Limited, the Company’s parent.

1.5“Company” or “IBEX” means IBEX Global Solutions, Inc. and its eligible affiliates.

1.6“Compensation Committee” means the Compensation Committee of the Board of Directors.

1.7“Participant” means eligible employees in Director and above positions working for IBEX, if applicable, excluding sales commissioned employees.

1.8“Plan Year” means July 1, 2025 through June 30, 2026, inclusive. The Plan Year aligns with the Company’s Fiscal Year.

1.9“Business Goal” is the measurement of the Company’s financial performance established for the Plan Year and approved by the Compensation Committee. (See Appendix A)

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Participant: _____________        EXHIBIT 10.9A

Grant #: _____________

PHANTOM STOCK OPTION AGREEMENT

THIS AGREEMENT(the “Agreement”) is made and entered into on the date set forth below (“Date of Grant”) by and between IBEX Global Solutions (Philippines) Inc. (the “Company”) and the participant named above (the “Participant”) with respect to a Phantom Stock Option hereby granted under the IBEX Global Solutions (Philippines) Inc. Amended & Restated Phantom Stock Plan dated June 30, 2025 (the “Plan”).

WHEREAS, an authorization to grant a Phantom Stock Option under the Plan to Participant has been authorized pursuant to the terms of the Plan to provide an incentive based on the increase in the price of a share of common stock (“Stock”) of the Company’s ultimate parent company, IBEX Limited (“IBEX”), for the purposes stated in the Plan and subject to its requirements;

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