Browse EX-10 agreements

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of [●], 2026, between BTC Digital Ltd., a Cayman Islands exempted company (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

The Company and each Purchaser hereby agrees as follows:

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This Share Subscription Agreement (this “Agreement”), dated as of June 30, 2026, by and between Lianhe Sowell International Group Ltd (the “Company”), Shenzhen Sowell Technology Development Co., Ltd (“Shenzhen Sowell”) and Lianyue Holding Limited (the “Subscriber”).

 

RECITALS:

WHEREAS, the Company desires to issue, sell and deliver to the Subscriber, and the Subscriber desires to purchase and acquire from the Company, upon the terms and conditions set forth in this Agreement, an aggregate of 2,400,000 Class B Ordinary Shares of par value US$0.0016 of the Company (the “Securities”).

 

NOW, THEREFORE, in consideration of the foregoing and representations, warranties, covenants and agreements set forth herein as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, and intending to be legally bound, the Company, Shenzhen Sowell and the Subscriber hereby agree as follows:

 

DEFINITIONS

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AMENDMENT TO SHARE PURCHASE AGREEMENT

 

This Amendment to Share Purchase Agreement (this “Amendment”) is made as of this June 29, 2026 by and among AUSTRALIAN OILSEEDS HOLDINGS LIMITED (the “Purchaser”), Hailing Fan (the “Seller”) and RENTBUDDYUK Limited, a company incorporated under the laws of the United Kingdom (the “Target Company”). The Purchaser, the Seller and the Target Company are referred to herein collectively as the “Parties” and individually as a “Party”.

 

WHEREAS, the Purchaser and the Seller entered into that certain share purchase agreement dated as of April 24, 2026 (the “Share Purchase Agreement”), pursuant to which, among other things, the Purchaser desired to acquire from the Seller, and the Seller desires to sell to the Purchaser 5,100 ordinary shares of the Target Company;

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AMENDMENT TO Ordinary SHARE PURCHASE WARRANT

This AMENDMENT TO ORDINARY SHARE PURCHASE WARRANT (this “Amendment”) is entered into as of June 17, 2026, by and between IceCure Medical Ltd., a company organized under the laws of the State of Israel (the “Company”), and Armistice Capital Master Fund Ltd. (the “Holder”).

WHEREAS, the Company issued to the Holder those certain Series B Ordinary Share Purchase Warrants (the “Series B Warrants”) and Series C Ordinary Share Purchase Warrants (the “Series C Warrants” and, together with the Series B Warrants, the “Original Warrants”) on March 27, 2026;

WHEREAS, the Original Warrants are exercisable, in the aggregate, for up to 266,666 ordinary shares of the company, no par value, (the “Ordinary Shares”), at a per share exercise price equal to $16.50;

WHEREAS, pursuant to Section 5(l) of the Original Warrants, the Original Warrants may be modified or amended, or the provisions thereof waived, with the written consent of the Company and the Holder; and

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SECURITIES PURCHASE AGREEMENT

 

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of June 30, 2026, between Eshallgo Inc., an exempted company with limited liability 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 of 1933, as amended (the “Securities Act”), as to the Shares, the Pre-Funded Warrants, and the Warrant Shares (each as defined herein) (collectively, the “Securities”), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, the Securities of the Company as provided in this Agreement.

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PLACEMENT AGENCY AGREEMENT

June 30, 2026

 

Eshallgo Inc Attention: Qiwei Miao, Chief Executive Officer

No. 37, Haiyi Villa, Lane 97, Songlin Road

Pudong New District

Shanghai, China 200120

 

Dear Mr. Miao:

 

This letter (the “Agreement”) constitutes the agreement by and between Univest Securities, LLC (“Univest” or the “Placement Agent”) and Eshallgo Inc, a company organized under the laws of the Cayman Islands (the “Company”), pursuant to which the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placements (the “Placements”) via a registered direct offering of Class A ordinary shares of the Company, par value $0.0016 per share, of the Company (“Ordinary Share”), and/or the Pre-Funded Warrants to purchase Ordinary Shares (the “Securities”). The terms of the Placements and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein shall be deemed to me

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NOTE PURCHASE AGREEMENT

 

THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of July 1, 2026, is by and between IM CANNABIS CORP., a company incorporated under the laws of British Columbia with head offices located at Suite 3606 – 833 Seymour Street, Vancouver, British Columbia, V6B 0G4 (the “Company”), and L.I.A. Pure Capital Ltd. (the “Investor”).

 

WITNESSETH

 

WHEREAS, the Company and the Investor desire to enter into this transaction for the Company to sell and the Investor to purchase the Convertible Note (as defined below) in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D (“Regulation D”) promulgated by the U.S. Securities and Exchange Commission (the “SEC”) thereunder;

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THE SECOND AMENDMENT AGREEMENT TO Promissory Note Purchase Agreement

This Second Amendment Agreement (this “Agreement”) to Promissory Note Purchase Agreement is made and entered into as of June 25, 2026 by and among Skillful Craftsman Education Technology 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” or “Holder” and collectively the “Purchasers” or “Holders”).

 

RECITALS:

A. The Company and the Holders entered into that certain Promissory Note Purchase Agreement dated as of September 24, 2024, amended on December 19, 2025 (the “Purchase Agreement”), pursuant to which the Company issued to the Holders 6% Promissory Notes in aggregate principal amount of $1,000,000 (the “Notes”).

 

B. On December 19, 2025, the Parties amended the Purchase Agreement to extend the Maturity Date of the Notes to March 31, 2026.

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THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN APPLICABLE EXEMPTION FROM REGISTRATION AND AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

the second AMENDED AND RESTATED

Skillful Craftsman Education Technology Limited

PROMISSORY NOTE

$______

Issue Date: September 24, 2024 as amended and restated on June 25, 2026

 

This Second Amended and Restated Promissory Note (this “Note”) is made as of June 25, 2026 (the “Effective Date”). Upon the Effective Date, the original note issued on September 24, 2024, as first amended and restated on December 19, 2025, shall be replaced and superseded in full by this Note.

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NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

[SERIES A/SERIES B] ORDINARY SHARE PURCHASE WARRANT

CollPlant Biotechnologies Ltd.

Warrant Shares: _______

 

Issue Date: [_______, 2026

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EXHIBIT C

 

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

PREFUNDED COMMON STOCK PURCHASE WARRANT

collplant biotechnologies ltd.

Warrant Shares: _______

 

Initial Exercise Date: June __, 2026

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NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

 

PLACEMENT AGENT ORDINARY SHARE PURCHASE WARRANT

CollPlant Biotechnologies Ltd.

 

Warrant Shares: _______

Issue Date: July 1, 2026

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