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HIVE Digital Technologies Ltd.: Exhibit 10.1 - Filed by newsfilecorp.com

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Exhibit 10.1 Bid Version

[Dealer Name and Address]

June [__], 2026 

To: HIVE Digital Technologies Ltd. Suite 128, 7900 Callaghan Road

San Antonio, Texas 78229

Re: [Base][Additional] Call Option Transaction

The purpose of this letter agreement (this "Confirmation") is to confirm the terms and conditions of the call option transaction entered into between [Dealer Name] ("Dealer") and HIVE Digital Technologies Ltd. ("Counterparty") as of the Trade Date specified below (the "Transaction").  This letter agreement constitutes a "Confirmation" as referred to in the ISDA Master Agreement specified below.  Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

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RESEARCH AND PRODUCT DEVELOPMENT AGREEMENT

 

This Research and Product Development Agreement (“Agreement”) is entered into as of July 1, 2018, by and among:

 

Varsal Technology (Tianjin) Co., Ltd., a company organized under the laws of the People’s Republic of China, with its principal place of business at No.12 Qiangwei Road, Tianjin Port Free Trade Zone, Airport Industrial Park, Tianjin, CHINA (“Varsal Tianjin”);

VARSAL LLC, a company organized under the laws of the United States of America, with its principal place of business at 363 Ivyland Road, Warminster, PA (“Varsal”).

 

Collectively, the above parties are referred to as the “Parties,” and individually as a “Party.”

 

1. Purpose

 

The purpose of this Agreement is to set forth the terms under which Varsal Tianjin and related parties (together, the “Research Entities”) shall conduct product development research for instruments, laboratory parts, and related products (“Products”) for Varsal.

 

 

2. Scope of Research and Development

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THREE-WAY RESEARCH AND PRODUCT DEVELOPMENT AGREEMENT

 

This Three-Way Research and Product Development Agreement (“Agreement”) is entered into as of July 1, 2018, by and among:

 

VARSAL CHEMICALS (TANGSHAN) CO., LTD., a company organized under the laws of the People’s Republic of China, with its principal place of business at TANGSHAN SEAPORT DEVELOPMENT ZONE, TANGSHAN, HEBEI, CHINA (“Varsalchem Tangshan”);

 

SHANGHAI VARSAL CO., LTD., a company organized under the laws of the People’s Republic of China, with its principal place of business at Suite 1203, No. 939 Jin Qiao Road, Shanghai, China (“Shanghai Varsal”); and

VARSAL LLC, a company organized under the laws of the United States of America, with its principal place of business at 363 Ivyland Road, Warminster, PA (“Varsal”).

 

Collectively, the above parties are referred to as the “Parties,” and individually as a “Party.”

 

1. Purpose

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Form of Customer Agreement

 

THIS SUPPLY AGREEMENT (HEREINAFTER REFERRED TO AS THE “AGREEMENT”) ENTERED INTO BY:

 

[             ], a Company incorporated under the Companies Act 1956 and having it’s Registered Office at [    ] (hereinafter referred to as “[             ]” which expression shall wherever the context admits mean and include its successors and assigns) of the One Part:

 

AND

 

Varsal, LLC. a company formed in accordance with and by virtue of the laws of the United States and having a registered office at [ ],(hereinafter referred to as “Supplier” or “Varsal” which expression shall wherever the context admits mean and include its successors and assigns) of the Second Part:

 

WHEREAS:

A.

[     ], among various other activities, is interalia, engaged in the business of manufacturing Active Pharmaceutical Ingredients (API), Bulk Drugs, Intermediates and other chemicals and also as service providers in the area of contract Research and Contract manufacturing of Drugs and Intermediates.

 

 

 

B.

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SHARE PURCHASE AGREEMENT

 

This Share Purchase Agreement (this “Agreement”) is entered into as of the 29 day of October, 2025 (the “Effective Date”) by and between:

 

SYNC CAPITAL LIMITED, a company incorporated in the UK, with registered company number 10519029, with its principal offices at Unit 1 74 Back Church Lane, London, England, E1 1LX (“SYNC”); and Mr. Gope Shyamdas Kundnani, a holder of an Indian passport number T2440944, and whose registered address is 301, Golden SA,AL Mankhool, Al Mankhool, Dubai, United Arab Emirates (“Mr. Kundnani”) (SYNC and Mr. Kundnani collectively hereinafter the “Seller”);

 

and

 

FDCTech Inc., a company incorporated in the USA, with registered company number 81-1265459, with its principal offices at 200 Spectrum Drive, Suite 300, Irvine, 92618, California, USA (the “Buyer”).

 

The Seller and the Buyer are collectively referred to as the “Parties” and individually as a “Party”.

 

RECITALS

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Three Lions Acquisition Corp.

888 Prospect Street

La Jolla, CA 92037

March 23, 2026

Three Lions Sponsor, LLC

888 Prospect Street

La Jolla, CA 92037

RE: Subscription Agreement for Founder Shares

Ladies and Gentlemen:

We are pleased to accept the offer Three Lions Sponsor, LLC (the “Subscriber” or “you”) has made to purchase 2,875,000 ordinary shares (“Founder Shares”) of $0.0001 par value each in Three Lions Acquisition Corp., a Cayman Islands exempted company (the “Company”). Up to 375,000 of the Founder Shares are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. The terms on which the Company is willing to sell the Founder Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Founder Shares, are as follows

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EARLYBIRDCAPITAL, INC.

SUBSCRIPTION AGREEMENT

March 23 , 2026

Three Lions Acquisition Corp.

888 Prospect Street

La Jolla, CA 92037

Dear Sirs:

The undersigned and/or its designees hereby offer to purchase and subscribe for an aggregate of 200,000 ordinary shares (“Shares”), par value $0.0001 per share, of Three Lions Acquisition Corp. (the “Company”) for an aggregate purchase price, and total consideration, of $1,739.13 (or $0.00869565 per share). The Company agrees to issue the Shares in the name and the amount of each of the designees of the undersigned, pursuant to Schedule A attached hereto.

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Document

Exhibit 10.1

SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

This Second Amendment to Executive Employment Agreement (this "Second Amendment") is entered into as of June 29, 2026 (the "Second Amendment Effective Date"), by and between Atlantic International Corp., a Delaware corporation (the "Company"), and Jeffrey Jagid ("Executive“)

RECITALS

WHEREAS, the Company and Executive entered into that certain Executive Employment Agreement dated June 18, 2024 (the "Employment Agreement"), as amended by the First Amendment to Executive Employment Agreement dated January 23, 2026 (the "First Amendment");

WHEREAS, the Board of Directors has appointed Guus Franke as Chief Executive Officer of the Company;

WHEREAS, the Board desires to continue to benefit from Executive's experience, relationships, institutional knowledge and strategic leadership while transitioning Executive to President of the Company; and

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AMENDMENT NO. 1 TO

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION

 

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Amendment”), dated June 30, 2026, by and among Non-Invasive Monitoring Systems, Inc., a Florida corporation (the “Parent”), Gravitics Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (the “Acquisition Subsidiary”), and Gravitics, Inc., a Delaware corporation (the “Company”), pursuant to which the Acquisition Subsidiary will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of the Parent.

 

WHEREAS, the Parties entered into the Agreement and Plan of Merger and Reorganization on March 6, 2026 (the “Agreement”); and

 

WHEREAS, the Parties desire to amend the Agreement to (A) extend the Outside Termination Date, (B) provide for certain resale registration rights for a holder of a Convertible Note (as defined below) and (C) revise certain of the closing conditions set forth in Sections 5.1 and 5.3 of the Agreement.

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THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.

EXCHANGE AGREEMENT

 

This Exchange Agreement (this “Agreement”) is entered into as of June 30, 2026 (“Effective Date”) by and between Grafiti Group LLC, a Nevada limited liability company (the “Majority Holder”), and Game Your Game, Inc., a Nevada corporation (the “Company”). Certain capitalized terms are defined in Section 2 of this Agreement.

 

A. As a result of that certain Stock Assignment Agreement, dated June 30, 2026, by and between Grafiti LLC and the Majority Holder, the Majority Holder acquired 10,896,773 shares of Common Stock (the “Grafiti Group Common Shares”) and became a party to that certain Stockholders’ Agreement, dated April 9, 2021, among the Company and holders of its outstanding Common Stock (the “Stockholders’ Agreement”); pursuant to which the Majority Holder is the beneficiary of certain rights and preferences as set forth therein.

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Securities Purchase Agreement

 

This Securities Purchase Agreement (this “Agreement”), dated as of June 30, 2026, is entered into by and between Game Your Game, Inc., a Nevada corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”). Capitalized terms used but not otherwise defined herein will have the meanings set forth in Section 14.

 

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

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STOCK ASSIGNMENT AGREEMENT

THIS STOCK ASSIGNMENT AGREEMENT (this “Agreement”) is made as of June 30, 2026 (the “Effective Date”), by and between Grafiti LLC, a Nevada limited liability company (the “Transferor”) and Grafiti Group LLC, a Nevada limited liability company (the “Transferee”). Transferee and Transferor hereby agree as follows:

Recitals

WHEREAS, Transferor holds 10,896,773 shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of Game Your Game, Inc., a Nevada corporation (the “Company”);

 

WHEREAS, Transferor is a party to that certain Stockholders’ Agreement, dated April 9, 2021, by and among the Company and the signatory parties thereto (the “Stockholders’ Agreement”), which Stockholders’ Agreement was transferred and assigned to the Transferor in accordance with the Contribution, Assignment and Assumption Agreement, dated December 21, 2023 by and between Inpixon and Transferor;

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