Browse EX-10 agreements

Form of Lock-Up Agreement

________, 2026

Maxim Group LLC

300 Park Avenue, 16th Floor

New York, NY 10022

Ladies and Gentlemen:

The undersigned understands that Maxim Group LLC (the “Placement Agent”) proposes to enter into a Placement Agency Agreement (the “Agreement”) with NFT Limited, an exempted company duly incorporated with limited liability under the laws of the Cayman Islands (the “Company”), providing for the public offering (the “Public Offering”) of certain securities of the Company.

…

**Exhibit 10.**6

Date: [●]

Dear [●],

1.	Appointment as DIRECTOR of Ray Maple Inc.

We are pleased to confirm that shareholders** of Ray Maple Inc. (“Company”) has resolved that you be appointed as Director of the Board of Directors of the Company (the “Board”) and your appointment shall take effect as of [●]. The purpose of this letter (“letter”) **is to confirm the terms of your appointment should you be willing to accept. Please sign and return the attached copy in acknowledgement.

2.	Term of Appointment

…

Date: [●]

Dear [●]

1. Appointment as INDEPENDENT DIRECTOR (ID) of Ray Maple Inc.

We are pleased to confirm that shareholders of Ray Maple Inc. (“Company”) has resolved that you be appointed as an Independent Director of the Board of Directors of the Company (the “Board”) and your appointment shall take effect upon the effectiveness of the Registration Statement on Form F-1, filed by the Company with the Securities and Exchange Commission, in connection with the Company’s anticipated initial public offering. The purpose of this letter (“Letter”) is to confirm the terms of your appointment should you be willing to accept. Please sign and return the attached copy in acknowledgement.

2. Term of Appointment

…

EMPLOYMENT CONTRACT

THIS AGREEMENT (this “Agreement”) will be effective upon the approval of the board resolution.

Parties

** **

(1)	Ray Maple Inc., a company incorporated the Cayman Islands,  having its registered office at 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, George Town, Cayman Islands (the “Employer” or “we” or “us”),

…

Sublease Agreement

**Party A: **OU S CONCEPT LIMITED (BR No.: 74054211-000)

**Party B: **AP ACCOUNTING SERVICES LIMITED (BR No.: 77436284-000)

Party A and Party B have mutually signed this sublease agreement, reaching the following terms to be jointly observed:

Party A and Party B jointly lease the premises located at 10/F WYNDHAM PLACE, NO. 44 WYNDHAM STREET, CENTRAL, HK. The premises are provided to Party A for office use. To prevent any future disputes between both parties, the following terms are hereby established, which both parties shall consciously abide by.

Lease Term

The lease term of this agreement is 1 year, commencing on November 11, 2025, and ending on November 10, 2026.

Rent and Payment Method

Party B leases the said office to Party A and charges a monthly rent of HK$10,000. Party A shall remit the aforementioned rent to the bank account designated by Party B via cash or bank transfer before the 5th day of each month.

Neither party may arbitrarily adjust the rent without the consent of the other party.

Expense Burden

…

Cooperation Agreement

This Supplier Agreement (“Agreement”) is made and entered intto the date on 13th October 2023 by and between:

1. Ou S Concept Limited, a company incorporated in Hong Kong with its registered office at RM 06, 10/F, LT TOWER, 31 CHONG YIP STREET, KWUN TONIG, KOWLOON(“Ou S”);

(BR No.: 74054211-000)

2. LY’z Development Limited, a company incorporated in Hong Kong with its registered office at RM 1109, 11/F, BKL 1, CAMEL PAINT BUILDING, 11/F A&B, 62 HOI YUEN ROAD, KWUN TONG, KL

(BR No.: 73425045-000)

	1.	Scope of Supply

The Supplier agrees to supply and deliver the following goods/services:

	-	Development ERP SYSTEM

…

Cooperation Agreement

This Supplier Agreement (“Agreement”) is made and entered into the date on 1st June 2024 by and between:

1. Ou S Concept Limited, a company incorporated in Hong Kong with its registered office at RM 06, 10/F, LT TOWER, 31 CHONG YIP STREET, KWUN TONG, KOWLOON(“Ou S”);

(BR No.: 74054211-000)

2. Golden Wann Production Co Limited, a company incorporated in Hong Kong with its registered office at RM 1905, NAN FUNG CTR 264-298, CASTLE PEAK RD, TSUEN WAN, NT

(BR No.: 59843071-000)

	1.	Scope of Supply

The Supplier agrees to supply and deliver the following goods/services:

	-	KOL event appearance

including transportation for the KOL and their team, a professional photography crew with editing services, security arrangements, lighting professionals and equipment, and comprehensive event planning and management to ensure successful interactions during the event.

…

Cooperation Agreement

This Supplier Agreement (“Agreement) is made and entered into the date on 1st June 2022 by and between:

1. Ou S Concept Limited, a company incorporated in Hong Kong with its registered office at RM 06, 10/F, LT TOWER, 31 CHONG YIP STREET, KWUN TONG, KOWLOON (“Ou S”);

(BR No.: 74054211 - 000)

2. Man C Design Co Limited, a company incorporated in Hong Kong with its registered office at RM 1109, 11/F, BKL 1, CAMEL PAINT BUILDING, 11/F A&B, 62 HOI YUEN ROAD, KWUN TONG, KOWLOON

(BR No.: 68852237 - 000)

	1.	Scope of Supply

The Supplier agrees to supply and deliver the following goods/services:

	-	CRM System design and implementation

including Dashboard Management System Customer & Enterprise Resource Management System

	-	SEO Marketing (1 Month) Keyword Research

…

PLACEMENT AGENCY AGREEMENT

August 13, 2026

Optimi Health Corp.

269 David Brown Way,

Princeton, BC, Canada V0X 1W0

Attention: Dane Stevens

This letter (the “Agreement”) constitutes the agreement between Joseph Gunnar & Co., LLC (the “Placement Agent”) and Optimi Health Corp., a British Columbia corporation (the “Company”), pursuant to which the Placement Agent shall act as the exclusive placement agent for the Company in connection with the proposed equity line of credit financing (the “Placement”) contemplated by that certain Common Shares Purchase Agreement (the “Purchase Agreement”) to be entered into between the Company and Seven Knots, LLC (the “Investor”), pursuant to which the Company may, from time to time, issue and sell common shares of the Company (the “Common Shares”) to the Investor. The Placement Agent agrees to solicit offers for the Placement on a “reasonable best efforts” basis. The terms of the Placement shall be mutually agreed upon by the Company, the Placement Agent and the Investor, and nothing herein shall be construed as granting the Placement Agent the p

…

COMMON Shares PURCHASE AGREEMENT

This COMMON SHARES PURCHASE AGREEMENT is made and entered into as of August 13, 2026 (this “Agreement”), by and among Seven Knots, LLC, a Montana limited liability company (the “Investor”), and Optimi Health Corp., a corporation incorporated under the Business Corporation Act (British Columbia) (the “Company”).

RECiTALS

** **

WHEREAS, the parties desire that, upon the terms and subject to the conditions and limitations set forth herein, the Company may issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company, up to $100 million of the Company’s common shares, no par value (the “Common Shares”);

** **

WHEREAS, in consideration for the Investor’s execution and delivery of this Agreement, the Company shall issue to the Investor the Commitment Notes in accordance with the terms and subject to the conditions of this Agreement; and

** **

…

** **

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 13, 2026, is by and between Seven Knots, LLC, a Montana limited liability company (the “Investor”), and Optimi Health Corp., a corporation incorporated under the Business Corporation Act (British Columbia) (the “Company”).

** **

RECITALS

A. The Company and the Investor have entered into that certain common shares purchase agreement, dated as of the date hereof (the “Purchase Agreement”), pursuant to which the Company may issue to the Investor, from time to time, up to $100 million of the Company’s common shares, no par value (the “Common Shares”).

B. Pursuant to the terms of, and in consideration for the Investor entering into, the Purchase Agreement, the Company shall cause to be issued to the Investor the Commitment Notes in accordance with the terms of the Purchase Agreement.

…

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE DECEMBER 14, 2026.

** **

THIS CONVERTIBLE PROMISSORY NOTE (AS MAY BE AMENDED FROM TIME TO TIME, THE “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF OR EXEMPTION UNDER THE SECURITIES ACT.

INITIAL CONVERTIBLE PROMISSORY NOTE

** **

Aggregate Principal Amount: $1,500,000	Dated as of August 13, 2026

** **

…