On May 22, 2026, All In FutureTech Alliance, Inc. (the "Company") entered into a Debt-to-Equity Rights Purchase Agreement (the "Rights Purchase Agreement") with Rainman Network Ltd. (formerly known as China Rainman Network Ltd.), a British Virgin Islands company ("Rainman"), and Dece Capital Limited, a limited liability company registered under the laws of Hong Kong ("Dece").

Pursuant to the Rights Purchase Agreement, the Company has agreed to acquire from Rainman, and Rainman has agreed to sell to the Company, all of Rainman's right, title, and interest in, to, and under that certain Agreement of Debts Offset and Share Transfer, dated as of January 6, 2025, by and among Rainman and members of "Party B" signatories thereto (the "Debt-to-Equity Agreement", and such rights, the "Purchased Rights"). The Purchased Rights include, among other things, creditor rights, equity transfer rights (including the right to receive approximately 43.55% of the equity interests of HyalRoute Communication Group Limited, a Cayman Islands exempted company (the "Target") on a fully diluted basis), property transfer rights, entrustment rights, security interests, and liquidation rights against members of "Party B" signatories thereto.

Within 90 days of the date of the Rights Purchase Agreement, Rainman will procure (i) the Target, (ii) Huang Xinglong, (iii) Gold Eagle Development Limited, a British Virgin Islands company, and (iv) UT International Investment Group Company Limited, a British Virgin Islands company (such parties, the "Target Company Parties") to join the Rights Purchase Agreement by delivering joinders in forms reasonably satisfactory to the Company. Each of the Target Company Parties is a member of "Party B" to the Debt-to-Equity Agreement. To the extent any obligation, covenant, undertaking, liability, or responsibility under the Rights Purchase Agreement is required to be performed, assumed, or complied with by any Target Company Party that is not a signatory to the Rights Purchase Agreement, Rainman will cause such obligation to be performed, will remain fully liable for, and will itself perform or satisfy, such obligation, covenant, undertaking, liability, or responsibility as if Rainman were the original obligor thereof.

The total consideration for the Purchased Rights is $1,742,000,000 (the "Purchase Price"), subject to downward adjustment based on a third-party valuation of the Target and its subsidiaries (the "Target Group"). The Purchase Price is payable entirely in shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), valued at $10.00 per share (subject to adjustment for stock splits, stock combinations, reclassifications, recapitalizations, or similar events) (the "Reference Price"), for an aggregate of 174,200,000 shares of the Common Stock (the "Consideration Shares").

The closing of the transactions contemplated by the Rights Purchase Agreement is subject to certain conditions precedent, including, among others: (i) the approval of the Company's shareholders, (ii) the receipt of all required U.S. and non-U.S. governmental approvals, (iii) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (if applicable), (iv) the absence of any governmental order prohibiting the transactions, and (v) the receipt by the Company of written confirmation from each member of "Party B" under the Debt-to-Equity Agreement confirming the assignment of the Purchased Rights, acknowledging the full force and effect of the Debt-to-Equity Agreement, confirming the absence of, and waiving any defense, counterclaim, right of rescission, right of recoupment, right of setoff, or other reduction, offset, or affirmative defense (whether legal or equitable) to the Purchased Rights or to any obligation owed to Rainman, and waiving any defenses, counterclaims, or rights of setoff with respect to the Purchased Rights (the foregoing (i) – (v), together with other conditions as more fully set forth in the Rights Purchase Agreement, the "Closing Conditions").

The Consideration Shares will be issued in three tranches: (i) the first tranche, consisting of 17,420,000 shares of the Common Stock (representing 10% of the Consideration Shares), issuable within one month following the closing date (the "First Tranche Shares"), (ii) the second tranche, consisting of 104,520,000 shares of the Common Stock (representing 60% of the Consideration Shares), issuable within six months following the closing date (extendable by an additional six months at the Company's sole discretion upon Rainman's request) (the "Second Tranche Shares"), and (iii) the third tranche, consisting of 52,260,000 shares of the Common Stock (representing 30% of the Consideration Shares), issuable within three months following the Second Tranche Issuance Date (extendable by an additional three months at the Company's sole discretion upon Rainman's request) (the "Third Tranche Shares"), in each case subject to satisfaction of certain conditions precedent in addition to the Closing Conditions.

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The Purchase Price is subject to downward adjustment if a third-party valuation of the Target Group (the "Determined Valuation") is less than $4,000,000,000.00 (the "Baseline Valuation"). In such event, the Purchase Price will be adjusted downward by multiplying by a fraction, the numerator of which is the Determined Valuation, and the denominator of which is the Baseline Valuation.

The Rights Purchase Agreement contains customary representations and warranties of the parties, covenants and indemnification provisions.

The Rights Purchase Agreement may be terminated prior to the closing (a) by mutual written consent of the Company and Rainman, (b) by the Company, if the Closing has not occurred on or before the date that is 365 days after the date of the Rights Purchase Agreement, (c) by the Company, if any other party materially breaches the Rights Purchase Agreement and such breach is not cured within 30 days from the date of notice, or (d) by either the Company or Rainman, if any governmental authority of competent jurisdiction issues a final, non-appealable governmental order permanently prohibiting the consummation of the transactions.

If the Company terminates the Rights Purchase Agreement pursuant to clauses (b) or (c) above, or either the Company or Rainman terminates the Rights Purchase Agreement pursuant to clause (d) above, Rainman is required to pay the Company a termination fee equal to one percent (1%) of the Purchase Price. In addition, if, after the closing but prior to the issuance of the Third Tranche Shares, the Company's obligations to issue any remaining Consideration Shares terminate due to the failure of applicable tranche issuance conditions, Rainman is required to pay the Company an amount equal to one percent (1%) of the Purchase Price as reimbursement for the Company's expenses.

Upon the completion of the issuance of the Third Tranche Shares, the Company will take all actions necessary to appoint two individuals designated by Rainman to the Board of Directors of the Company, subject to certain compliance requirements. Such board representation right will terminate automatically upon Rainman (together with its affiliates) beneficially owns less than 50% of the shares of Common Stock issued under the Rights Purchase Agreement.

The Consideration Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and are being issued in reliance upon exemptions from registration thereunder, including Section 4(a)(2) of the Securities Act and Regulation D and/or Regulation S promulgated thereunder. Each of Rainman and Dece has agreed to lock-up restrictions on the Consideration Shares of twelve (12) months for the First Tranche Shares, twenty-four (24) months for the Second Tranche Shares, and thirty-six (36) months for the Third Tranche Shares. The Consideration Shares are not issued with any registration right.

The foregoing descriptions of the Rights Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Rights Purchase Agreement, a copy of which is filed as Exhibit 10.1, hereto, and is incorporated herein by reference.

Minority Share Purchase Agreements

Concurrently with the execution of the Rights Purchase Agreement, the Company entered into two separate Purchase and Sale of Securities Agreements (collectively, the "Minority Share Purchase Agreements", and each, a "Minority Share Purchase Agreement") to acquire additional ordinary shares of the Target from minority shareholders, representing in the aggregate of approximately 14.12% of the equity interests of the Target on a fully diluted basis.

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Fair Cheerful SPA. On May 22, 2026, the Company entered into a Purchase and Sale of Securities Agreement (the "Fair Cheerful SPA") with Fair Cheerful Limited, a British Virgin Islands company ("Fair Cheerful"), pursuant to which the Company has agreed to acquire from Fair Cheerful, and Fair Cheerful has agreed to sell to the Company, 35,459 ordinary shares of the Target, representing approximately 13.26% of the equity interests of the Target on a fully diluted basis, for an aggregate purchase price of $530,400,000.00. The purchase price is payable entirely by a number of shares of the Common Stock equal to the quotient obtained by dividing such purchase price by the Reference Price.

Yellow River SPA. On May 22, 2026, the Company entered into a Purchase and Sale of Securities Agreement (the "Yellow River SPA") with Yellow River Fiber Optic Ltd, a Cayman Islands limited liability company ("Yellow River"), pursuant to which the Company has agreed to acquire from Yellow River, and Yellow River has agreed to sell to the Company, 2,312 ordinary shares of the Target, representing approximately 0.86% of the equity interests of the Target on a fully diluted basis, for an aggregate purchase price of $34,400,000.00. The purchase price is payable entirely by a number of shares of the Common Stock equal to the quotient obtained by dividing such purchase price by the Reference Price.

The closing of the transactions contemplated by each Minority Share Purchase Agreement is subject to certain conditions precedent, including, among others: (i) the approval of the Company's shareholders, (ii) the receipt of all required U.S. and non-U.S. governmental approvals, (iii) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (if applicable), (iv) the absence of any governmental order prohibiting the transactions, (v) the closing of the transactions contemplated by the Rights Purchase Agreement and the satisfaction of the conditions to issue the Third Tranche Shares under the Rights Purchase Agreement, and (vi) the closing of the transactions contemplated by the other Minority Share Purchase Agreement.

Each Minority Share Purchase Agreement contains customary representations and warranties of the parties, covenants, indemnification provisions, and termination rights.

The shares of Common Stock to be issued under the Minority Share Purchase Agreements (the "Minority Consideration Shares") have not been registered under the Securities Act and are being issued in reliance upon exemptions from registration thereunder, including Section 4(a)(2) of the Securities Act and Regulation D and/or Regulation S promulgated thereunder. The Minority Consideration Shares are subject to an eighteen (18)-month lock-up period. The Minority Consideration Shares are not issued with any registration right.

The foregoing descriptions of the Fair Cheerful SPA and the Yellow River SPA do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as Exhibits 10.2 and 10.3 hereto, and are incorporated herein by reference.