Browse EX-10 agreements

THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT 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.

THE ISSUE PRICE OF THIS NOTE IS $124,200.00

THE ORIGINAL ISSUE DISCOUNT IS $16,200.00

Principal Amount: $124,200.00

 

Issue Date: June 12, 2026

Purchase Price: $108,000.00

 

 

PROMISSORY NOTE

…

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 12, 2026, by and between AMERICAN REBEL HOLDINGS, INC., a Nevada corporation, with its address at 218 3rd Avenue North, #400, Nashville, TN 37201 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 (the “Buyer”).

 

WHEREAS:

 

A. The Company and the Buyer 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

…

Execution Version

 

 

 

ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION

BY AND AMONG

FBG BID CO. LLC,

FAT BRANDS INC.,

FAT BRANDS ROYALTY I, LLC,

FAT BRANDS GFG ROYALTY I, LLC,

FAT BRANDS FAZOLI’S NATIVE I, LLC

AND

THE OTHER SELLER PARTIES HERETO

Dated:

 

June 15, 2026

 

 

 

Article I DEFINITIONS

6

 

 

Section 1.1

Definitions

6

Section 1.2

Interpretations

24

 

 

 

Article II PURCHASE AND SALE

26

 

 

Section 2.1

Purchase and Sale of Assets

26

Section 2.2

Assumed Liabilities

26

Section 2.3

Consideration

26

Section 2.4

Closing

26

Section 2.5

Closing Payments and Deliveries

27

Section 2.6

Assumption/Rejection of Certain Contracts and Leases

28

Section 2.7

Allocation

31

Section 2.8

Wrong Pockets

31

Section 2.9

Withholding

32

Section 2.10

Fazoli’s Guarantee Matters.

32

 

 

 

Article III Sellers’ Representations and Warranties

32

 

 

Section 3.1

Organization of Sellers; Good Standing; Ownership of Acquired Entity

32

Section 3.2

Authorization of Transaction

33

…

Execution Version 

 

ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION

 

BY AND AMONG

 

TWIN HOSPITALITY GROUP, INC.

 

TWIN HOSPITALITY I, LLC,

 

THE OTHER SELLER PARTIES HERETO,

 

TWNPKS BID CO. LLC

 

AND

 

FOR THE LIMITED PURPOSES SET FORTH HEREIN,

 

FAT BRANDS INC.,

 

Dated:

 

June 15, 2026

 

 

 

 

Article I DEFINITIONS

5

 

 

 

Section 1.1

Definitions

5

Section 1.2

Interpretations

23

 

 

 

Article II PURCHASE AND SALE

24

 

 

 

Section 2.1

Purchase and Sale of Assets

24

Section 2.2

Assumed Liabilities

24

Section 2.3

Consideration

25

Section 2.4

Closing

25

Section 2.5

Closing Payments and Deliveries

25

Section 2.6

Assumption/Rejection of Certain Contracts and Leases

26

Section 2.7

Wrong Pockets

29

Section 2.8

Withholding

30

 

 

 

Article III SELLERS’ REPRESENTATIONS AND WARRANTIES

30

 

 

 

Section 3.1

Organization of Sellers; Good Standing; Ownership of Acquired Entity

30

Section 3.2

Authorization of Transaction

31

Section 3.3

Noncontravention; Government Filings

31

Section 3.4

…

ASSET PURCHASE AGREEMENT

 

BY AND AMONG

 

FAT BRANDS INC.,

 

THE OTHER SELLERS,

 

AND

 

TABCO International Food Catering K.S.C.C.

 

Dated:

 

May 19, 2026

  

 

 

Table of Contents

 

 

 

Page

 

 

Article I DEFINITIONS

2

 

 

 

Section 1.1

Definitions

2

 

Section 1.2

Interpretations

16

 

 

 

 

Article II PURCHASE AND SALE

17

 

 

 

Section 2.1

Purchase and Sale of Assets

17

 

Section 2.2

Assumed Liabilities

17

 

Section 2.3

Consideration; Deposit

17

 

Section 2.4

Closing

18

 

Section 2.5

Closing Payments and Deliveries

18

 

Section 2.6

Assumption/Rejection of Certain Contracts

19

 

Section 2.7

Allocation

21

 

Section 2.8

Wrong Pockets

22

 

Section 2.9

Reserved

23

 

Section 2.10

Withholding

23

 

 

 

 

Article III SELLERS’ REPRESENTATIONS AND WARRANTIES

23

 

 

 

Section 3.1

Organization of Sellers; Good Standing

23

 

Section 3.2

Authorization of Transaction

23

 

Section 3.3

Noncontravention; Government Filings

24

 

Section 3.4

Title to Assets

24

 

Section 3.5

…

ASSET PURCHASE AGREEMENT

 

BY AND AMONG

 

FAT BRANDS INC.,

 

THE OTHER SELLERS,

 

AND

 

AMAZING BRANDS, LLC

 

Dated:

 

MAY 19, 2026

 

 

 

 

TABLE OF CONTENTS

 

 

Page

 

 

Article I DEFINITIONS

2

 

 

 

Section 1.1

Definitions

2

 

Section 1.2

Interpretations

17

 

 

 

 

Article II PURCHASE AND SALE

18

 

 

 

Section 2.1

Purchase and Sale of Assets

18

 

Section 2.2

Assumed Liabilities

18

 

Section 2.3

Consideration; Deposit

19

 

Section 2.4

Closing

19

 

Section 2.5

Closing Payments and Deliveries

20

 

Section 2.6

Assumption/Rejection of Certain Contracts and Leases

21

 

Section 2.7

Allocation

27

 

Section 2.8

Wrong Pockets.

27

 

Section 2.9

Withholding

28

 

 

 

 

Article III SELLERS’ REPRESENTATIONS AND WARRANTIES

28

 

 

 

Section 3.1

Organization of Sellers; Good Standing

28

 

Section 3.2

Authorization of Transaction

28

 

Section 3.3

Noncontravention; Government Filings

29

 

Section 3.4

Title to Assets

29

 

Section 3.5

Designated Contracts

29

 

Section 3.6

…

Baosheng Media Group Holdings Limited

 

2026 Share Incentive Plan

 

1. Purposes of this Plan. The purposes of this Plan are to attract and retain the best available personnel, to provide additional incentives to Employees, Directors and Consultants and to promote the success of the Company’s and the Related Entities’ business. For the avoidance of doubt, this Plan does not intend to provide incentive to and shall not be applicable to any other person.

 

2. Definitions. The following definitions shall apply as used herein and in the individual Award Agreements except as defined otherwise in an individual Award Agreement. In the event a term is separately defined in an individual Award Agreement, such definition shall supersede the definition contained in this Section.

 

 

(a)

…

AMENDMENT No. 1 TO SECURITIES PURCHASE AGREEMENT

 

 

This Amendment No. 1 to that certain Securities Purchase Agreement described below (this “Amendment”), dated effective June 12, 2026 (the “Effective Date”), is by and between IIOT-OXYS, Inc., a Nevada corporation (the “Company”), on the one hand, and GHS Investments, LLC, a Nevada limited liability company (“GHS”), on the other hand. The Company and GHS will be referred to individually as a “Party” and collectively as the “Parties.” Any capitalized terms not defined in this Amendment will have the meaning set forth in the Securities Purchase Agreement dated March 6, 2026 between the Company and GHS (the “Agreement”), attached hereto as Exhibit A.

 

RECITALS

 

WHEREAS, the Company and GHS have entered into the Agreement pursuant to which GHS agreed to purchase certain securities of the Company;

…

TENANCY AGREEMENT

 

Landlord:

Shenzhen Jiaruixiang Technology Co., Ltd. (“Party A”)

 

 

Registered Address:

14/F, Kaihaoda Building, No. 1 Industrial Park Road, Shanghenglang Community, Dalang Subdistrict, Longhua District, Shenzhen

 

 

Unified Social Credit Code:

91440300MA5DNJA093

 

 

Legal Representative:

Mr. Zeng

 

 

Contact Telephone:

13538282968

 

 

Tenant:

Shenzhen Yixi Technology Company Limited (“Party B”)

 

 

Registered Address:

16/F, Room 1616, Kaihaoda Building, No. 1 Industrial Park Road, Shanghenglang Community, Dalang Subdistrict, Longhua District, Shenzhen

 

 

Unified Social Credit Code:

91440300MA5FPBHW6Q

 

 

Legal Representative:

Chow Yik Hang

 

 

Contact Telephone:

N/A

…

AMENDMENT

TO THE

INVESTMENT MANAGEMENT TRUST AGREEMENT

OF

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

 

This Amendment (this “Amendment”), dated as of June 17, 2026, to the Original Trust Agreement (as defined below), is made by and between Translational Development Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.

 

WHEREAS, the Company and the Trustee entered into an Investment Management Trust Agreement dated as of December 23, 2024 (the “Original Trust Agreement”);

  

WHEREAS, Section 1(i) of the Original Trust Agreement sets forth the terms that govern the liquidation of the Company’s trust account (the “Trust Account”) under the circumstances described therein;

…

June 18, 2026

 

CONFIDENTIAL

 

Lion Group Holding Ltd.

10 Ubi Crescent, #06-51 (Office 12), Ubi Techpark

Singapore 408574

Attention: Chunning Wang, Chief Executive Officer

 

Re:

Proposed Acquisition of Aquila Hash, Inc.

 

Dear Chunning Wang:

 

This non-binding memorandum of understanding (this “MOU”) sets forth the mutual understanding and intent of the parties with respect to a proposed transaction (the “Transaction”) pursuant to which Lion Group Holding Ltd., a Cayman Islands company (“Buyer”), would acquire from the stockholder of Aquila Hash, Inc., a Delaware corporation (the “Company”), one hundred percent (100%) of the issued and outstanding capital stock of the Company (the “Shares”). The parties to this MOU are Buyer and the Company (each, a “Party” and collectively, the “Parties”). The Parties contemplate that the Transaction may be structured as a stock-for-stock acquisition or another mutually agreed structure, with the final consideration, valuation, exchange ratio, and payment mechanics to be set forth in the Definitive Agreement

…

Lion Group Holding Ltd. Signs Non-Binding Memorandum of Understanding to Acquire Aquila Hash, Inc.

SINGAPORE, June 18, 2026 /PRNewswire/ – Lion Group Holding Ltd. (NASDAQ: LGHL) (“Lion Group” or the “Company”), today announced that it has entered into a non-binding memorandum of understanding (“MOU”) with Aquila Hash, Inc. (“Aquila Hash”), a U.S.-headquartered global AI infrastructure platform company, to acquire 100% of the issued and outstanding capital stock of Aquila Hash for consideration to be determined in definitive agreements.

 

Under the proposed transaction, Lion Group aims to acquire Aquila Hash, a pioneer in developing and operating AI Factories, GPU cloud platforms, and AI-native services. Aquila Hash provides end-to-end AI infrastructure solutions, including data center fit-out and deployment, global supply chain services, GPU cluster integration, and operations management. The Company has established a strong footprint across North America, Asia-Pacific, and Europe, supporting large-scale AI infrastructure projects for hyperscalers and enterprises.

…