Browse EX-10 agreements

FORM OF PRE-FUNDED WARRANT
TO PURCHASE COMMON SHARES
AKANDA CORP.

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Warrant Shares: [●]	Initial Exercise Date: [●]

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THIS PRE-FUNDED WARRANT TO PURCHASE COMMON SHARES (the “Warrant”) certifies that, for value received, [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”), but not thereafter, to subscribe for and purchase from Akanda Corp., a Canadian corporation incorporated under the *Business Corporations Act *(Ontario) (the “Company”), up to [●] common shares, no par value per share (the “Common Shares”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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EMPLOYMENT AGREEMENT

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This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of September 29, 2026, by and between Primagrove Limited, a company incorporated and existing under the laws of Cayman Islands (the “Company”), and Lixia, HE, an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).

RECITALS

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The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below).

The Executive desires to be employed by the Company during the term of Employment and upon the terms and conditions of this Agreement.

AGREEMENT

The parties hereto agree as follows:

	1.	POSITION

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INDEMNIFICATION AGREEMENT

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This Indemnification Agreement (this “Agreement”) is entered into as of [*] by and between Primagrove Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.

RECITALS

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The Board of Directors of the Company (the “Board of Directors”) has determined that the inability to attract and retain highly competent persons to serve the Company is detrimental to the best interests of the Company and its shareholders and that it is reasonable and necessary for the Company to provide adequate protection to such persons against risks of claims and actions against them arising out of their services to the Company.

AGREEMENT

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In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

A.	DEFINITIONS

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**Exhibit 10.2 **

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Primagrove Limited

Workshop 12, Lofter Grand, 3/F Lanton

**Industrial Building, **

No. 99 Wai Yip Street, Kwun Tong,

Hong Kong

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February 23, 2026

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Re: Director Offer Letter – Lixia, HE

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Dear Lixia, HE:

Primagrove Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability (the "Company" or "we"), is pleased to offer you a position as 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 a Director in the Company. Should you choose to accept this position as a member of the Board of 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. Your appointment as a Director of the Company has been duly approved by the Board of Directors in accordance with the Company’s Amended and Restated Memorandum and Ar

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** Exhibit 10.5**

EMPLOYMENT AGREEMENT

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This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of September 29, 2026, by and between Primagrove Limited, a company incorporated and existing under the laws of Cayman Islands (the “Company”), and King Yiu, KWOK, an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).

RECITALS

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The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below).

The Executive desires to be employed by the Company during the term of Employment and upon the terms and conditions of this Agreement.

AGREEMENT

The parties hereto agree as follows:

	1.	POSITION

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Primagrove Limited

Workshop 12, Lofter Grand, 3/F
Lanton Industrial Building,
No. 99 Wai Yip Street, Kwun Tong,
Hong Kong

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[Date]

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Re: Independent Director Offer Letter – [Director Name]

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Dear [Director Name]:

Primagrove Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability (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 a member of the Board of Directors, 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. Your appointment shall also be subject to the approval of Company’s Board of Directors and shall become effective immediately prior to the effectiven

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SECURITIES PURCHASE AGREEMENT

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This Securities Purchase Agreement (this “Agreement”) is dated as of [●], 2026, between DarkIris Inc., an exempted company incorporated under the laws of the Cayman Islands (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), 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:

ARTICLE I

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DEFINITIONS

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EQUITY PURCHASE AGREEMENT

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This equity purchase agreement is entered into as of September 23, 2026 (this “Agreement”), by and between VCI Global Limited, a British Virgin Islands company (the “Company”), and Hudson Global Ventures, LLC, a Nevada limited liability company (the “Investor”, and collectively with the Company, the “Parties”).

WHEREAS, the Parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase up to One Hundred Twenty-Five Million Dollars ($125,000,000.00) of the Company’s Common Stock (as defined below);

NOW, THEREFORE, the Parties hereto agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

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Section 1.1 DEFINED TERMS. As used in this Agreement, the following terms shall have the following meanings specified or indicated (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Agreement” shall have the meaning specified in the preamble hereof.

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SECURITY AGREEMENT

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This SECURITY AGREEMENT, dated as of September 23, 2026 (this “Agreement”), is among VCI Global Limited, a British Virgin Islands company (the “Company”), all of the Subsidiaries (as defined in the Purchase Agreement) of the Company (such subsidiaries, the “Guarantors” and, collectively with the Company, the “Debtor” or “Debtors”) and Dune Equity Holdings LLC, a Delaware limited liability company (collectively with its endorsees, transferees and assigns, the “Secured Parties”).

W I T N E S S E T H:

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WHEREAS, pursuant to the securities purchase agreement entered into by the Company and the Secured Parties on or around September 23, 2026 (the “Purchase Agreement”), the Company has agreed to issue that certain 12% secured promissory note dated September 23, 2026, in the original principal amount of up to $850,000.00 (the “Note”);

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REGISTRATION RIGHTS AGREEMENT

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**REGISTRATION RIGHTS AGREEMENT **(this “Agreement”), dated as of September 23, 2026, by and between VCI GLOBAL LIMITED, a British Virgin Islands company (the “Company”), and **HUDSON GLOBAL VENTURES, LLC, **a Nevada limited liability company (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the equity purchase agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

WHEREAS:

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SECURITIES PURCHASE AGREEMENT

This **SECURITIES PURCHASE AGREEMENT **(the “Agreement”), dated as of September 23, 2026, by and between VCI Global Limited, a British Virgin Islands company, with headquarters located at Suite 33.03 of Level 33, Menara Exchange 106, Lingkaran TRX, Tun Razak Exchange, 55188 Kuala Lumpur, Malaysia (the “Company”), and DUNE EQUITY HOLDINGS LLC, a Delaware limited liability company, with its address at 641 Lexington Avenue, 17th Floor, New York, NY 10022 (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 Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act;

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