Browse EX-10 agreements

SUBSCRIPTION AGREEMENT

June 3, 2026

Hawkeye Systems, Inc.

6605 Abercorn, Suite 204

Savannah, GA 31405

Ladies and Gentlemen:

The undersigned hereby tenders this subscription and applies for the purchase of a warrant (the “Warrant”) to purchase 221,878,595 shares (the “Shares”) of Common Stock, par value $0.0001 per share (the “Common Stock”) of Hawkeye Systems, Inc., a Nevada Corporation (the “Company”) for an aggregate purchase price of $2,218,786. On June 3, 2026, the undersigned will deliver to the Company, via wire transfer of same day funds in accordance with instructions by the Company in the full amount of the purchase price for the Shares which the undersigned is hereby subscribing for pursuant hereto.

In order to induce the Company to accept this subscription, the undersigned hereby represents and warrants to, and covenants with, the Company as follows:

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SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of May 29, 2026, between Zhongchao Inc., an exempted company with limited liability incorporated and registered in 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 Units, Class A Ordinary Shares, the Pre-Funded Warrants, and the Common Warrants (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 as provided in this Agreement.

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PLACEMENT AGENCY AGREEMENT

May 29, 2026

Univest Securities, LLC

75 Rockefeller Plaza, Suite 25A

New York, NY, 10019

Ladies and Gentlemen:

Subject to the terms and conditions of this agreement (this “Agreement”) and the Transaction Documents (as defined below), Zhongchao Inc., an exempted company with limited liability incorporated and registered in the Cayman Islands (the “Company”), hereby agrees to offer and sell directly to various investors (each, an “Investor” and collectively, the “Investors”) through Univest Securities, LLC, as placement agent (the “Placement Agent”) up to an aggregate of $12 million units (the “Units”), each Unit to be comprised of one Class A Ordinary Share of the Company, par value $0.008 per share (the “Class A Ordinary Shares”), or one pre-funded warrant to purchase one Class A Ordinary Share (each a “Pre-Funded Warrant” and collectively, the “Pre-Funded Warrants”) in lieu thereof, and one common warrant to purchase

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EXECUTIVE SEVERANCE AGREEMENT

THIS EXECUTIVE SEVERANCE AGREEMENT (this “Agreement”) is made and effective as of the first day of employment (the “Effective Date”), by and between the Company and LUCRECIA BORGONOVO (the “Executive”) (hereinafter collectively referred to as the “Parties”).

WHEREAS, the Executive will serve as a key employee of the Company and the Executive’s services and knowledge are valuable to the Company; and

WHEREAS, in consideration of the Executive’s hire and continued employment, the Company has determined that it is in its best interests to provide the Executive with the severance protections in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the foregoing, and in view of the promises and other good and valuable consideration described in this Agreement (the sufficiency and receipt of which are hereby acknowledged) the Parties agree as follows:

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EXECUTION VERSION

AMENDMENT NO. 1 TO THE ASSET PURCHASE AGREEMENT

This Amendment No. 1 (this “Amendment”) to the Asset Purchase Agreement, dated as of August 5, 2024 (as amended by that certain Letter Agreement, dated September 30, 2024 and that certain Letter Agreement, dated December 31, 2024, the “Agreement”), by and between SERES THERAPEUTICS, INC., a corporation organized and existing under the laws of Delaware (“Seller”) and SOCIÉTÉ DES PRODUITS NESTLÉ S.A., a société anonyme organized under the laws of Switzerland (“Purchaser” and together with Seller each a “Party” and collectively the “Parties”), is made and entered into as of May 28, 2026 by and among the Parties. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

RECITALS

WHEREAS, Purchaser and Seller are parties to the Agreement;

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FIRST AMENDMENT TO LEASE

This FIRST AMENDMENT TO LEASE (this “Amendment”) is entered into as of May 1, 2026 (the “Effective Date”), by and between 101 CPD LLC, a Delaware limited liability company (“Landlord”), and SERES THERAPEUTICS, INC., a Delaware corporation (“Tenant”).

R E C I T A L S:

A. Landlord’s predecessor-in-interest, HCP/King 101 CPD LLC, as original landlord, and Tenant entered into that certain Lease dated as of September 22, 2021 (the “Lease”) pursuant to which Landlord currently leases to Tenant, and Tenant currently leases from Landlord, that certain space (collectively, the “Premises”) comprising (i) 8,951 rentable square feet on the first (1st) floor (including the Storage Premises, as defined in the Lease) (the “First Floor Premises”), (ii) 35,575 rentable square feet on the fourth (4th) floor (the “Fourth Floor Premises”), (iii) 35,575 rentable

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Exhibit 10.88

AMENDMENT NO. 1 TO CONSULTING AGREEMENT

This AMENDMENT NO. 1 (this “Amendment”) to that certain Consulting Agreement dated on or about July 1, 2025 (the “Consulting Agreement”), entered into by and between Herbert YF Global Holding Limited (the “Company”) and Linkage International Limited (the “Consultant”), is entered into effective as November 17, 2025, by and between the Company and the Consultant.

RECITALS:

WHEREAS, pursuant to the Consulting Agreement, the Company was required to pay a refundable deposit in the amount of HKD 25,000,000 as a refundable deposit for the acquisition of Ortus Climate Mitigation LLC’s Italian operations.

WHEREAS, the Company is a subsidiary of Clean Energy Technologies, Inc., a Nevada corporation (“CETY”), and the Consultant and other Hong Kong investors purchased 715,447 shares of CETY common stock on or about May 6, 2025 (the “CETY Shares”).

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Exhibit 10.87

CONSULTING AGREEMENT

This CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of 1 July 2025 by and between Linkage International Limited, a Hong Kong registered company (The “Consultant”), and Herbert YF Global Holding Limited, a Hong Kong registered company (“The Company”).

Upon the following terms and conditions of this Agreement, the Company desires to retain the Consultant to perform the following:

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Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of June 3, 2026 between Brand Engagement Network Inc., a Delaware corporation (the “Company”) on the one hand, and BEN Capital Fund I, LLC and Joseph Bevash, an individual, (collectively, including successors and assigns, the “Purchaser”) on the other hand, as identified on the signature page hereto.

WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company desires to issue and sell to Purchaser and Purchaser 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 Purchaser agree as follows:

ARTICLE I.

DEFINITIONS

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Exhibit 10.1

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL

REMUNERATED PRIVATE INVESTMENT AGREEMENT

In Madrid, Spain on May 25th, 2026.

PARTIES

On the one hand

Mr. Rafael Jesús Contreras Chamorro with ID NUM. [***], acting in the name and on behalf of the company NOMADAR CORP, with TAX ID EIN: 99-3383359, domiciled for these purposes in United States, in the State of Texas is 5015 Hwy 59 N, Marshall, 75670.

And, on the other hand

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AMENDMENT NO. 1

TO THE

AMENDED AND RESTATED

SEADRILL LIMITED

2022 MANAGEMENT INCENTIVE PLAN

This Amendment No. 1 (this “Amendment”) amends the Amended and Restated Seadrill Limited 2022 Management Incentive Plan (the “Plan”), maintained by Seadrill Limited (registration no. 202100496), an exempted company incorporated and existing under the laws of Bermuda (the “Company”). Capitalized terms used but not defined in this Amendment shall have meanings set forth in the Plan.

WHEREAS, the Company desires to amend the Plan to increase the number of Shares issuable under the Plan by 1,400,000 Shares; and

WHEREAS, the Board approved this Amendment on March 25, 2026.

NOW, THEREFORE, the Plan is hereby amended as follows:

1. Increase in Available Shares. The first sentence of Section 4.a of the Plan is hereby amended and restated in its entirety to read as follows:

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THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT”)

US $123,333.33

MAG MAGNA CORP.

12% CONVERTIBLE REDEEMABLE NOTE

DUE MAY 6, 2027

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