Browse EX-10 agreements

SECURITIES PURCHASE AGREEMENT

This AMENDED **SECURITIES PURCHASE AGREEMENT **(the “Agreement”), dated July 9, 2026, amends the SECURITIES PURCHASE AGREEMENT dated July 1, 2026 by and between SIYATA PTT, a Cayman Islands exempt company, with headquarters located at 1751 Richardson Suite 2207, Montreal, Quebec Canada H3K-1G6 (the “Company”), and Pinz Capital Special Opportunities Fund, LP, a Caymans company, with its address at 27 Hospital Road, George Town, Cayman Islands KY1-9008 (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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SECURITIES PURCHASE AGREEMENT

This **SECURITIES PURCHASE AGREEMENT **(the “Agreement”), dated as of August 3, 2026, by and between SIYATA PTT, a Cayman Islands exempt company, with headquarters located at 1751 Richardson Suite 2207, Montreal, Quebec Canada H3K-1G6 (the “Company”), and SKN Finance Insurance Agency Ltd, an Israeli company, with its address at 3 Hanehoshet Street, Tel Aviv, Israel (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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SECURITIES PURCHASE AGREEMENT

This **SECURITIES PURCHASE AGREEMENT **(the “Agreement”), dated as of July 17, 2026, by and between SIYATA PTT, a Cayman Islands exempt company, with headquarters located at 1751 Richardson Suite 2207, Montreal, Quebec Canada H3K-1G6 (the “Company”), and Yalecrest Fund I LP, a Delaware company, with its address at 3017 Bolling Way NE Atlanta, GA 30305 (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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[English Translation]

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LEASE AGREEMENT

June 4, 2021

Lessor	Sky Logis Private Real Estate Investment Company
Lessee	Qxpress Inc. (The name of Qxpress Inc. has since changed to Tracx Logis Korea Co., Ltd.)

OVERVIEW OF THE LEASE AGREEMENT TERMS

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**CONSULTING AND ADVISORY SERVICES AGREEMENT **(the “Agreement”) entered into as of the 5th day of December 2024.

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Check-Cap Ltd.

Abba Hushi Avenue

P.O. Box 1271

Isfiya, 30090 Mount Carmel, Israel

June 22, 2026

DELIVERED BY EMAIL

MBody AI Corp.

4440 Round Lake Rd W

Arden Hills, MN 55112

Attention: John Fowler

Email: john@mbody.ai

Dear Mr. John Fowler:

Reference is hereby made to that certain Agreement and Plan of Merger, dated as of September 12, 2025 (the “Merger Agreement”), by and among MBody AI Corp., a Nevada corporation, Check-Cap Ltd., an Israeli company, and CC Merger Sub Inc., a Nevada corporation and a direct, wholly owned subsidiary of Check-Cap. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement.

This letter agreement sets forth our mutual understanding with respect to the following matters:

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FORM OF LOCK-UP AGREEMENT

, 2026

Northland Securities, Inc.

150 South Fifth Street, Suite 3300

Minneapolis, MN 55402

Re:	Check Cap Ltd. — Public Offering

Ladies and Gentlemen:

The undersigned understands that Northland Securities, Inc. (the “Representative”) proposes to enter into an underwriting agreement (the “Underwriting Agreement”) with Check Cap Ltd., an Israeli corporation (the “Company”), providing for the initial public offering (the “Public Offering”) by the several underwriters listed in Schedule I of the Underwriting Agreement (the “Underwriters”), of shares of common stock, par value NIS 48.00 per share (the “Common Stock”), of the Company (the “Securities”). The undersigned recognizes that the Public Offering will be of benefit to the undersigned. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of [*], 2026, between Republic Power Group Limited, a company organized under the laws of British Virgin 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 on Form F-1 (File No. 333-[*]), as amended, 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.

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ESCROW ACCOUNT AGREEMENT

This Escrow Account Agreement (this “Agreement”) is made as of [*], 2026,

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BY AND BETWEEN:

	1.	Republic Power Group Limited, a company incorporated under the laws of the British Virgin Islands, with its principal executive offices at 5008 Ang Mo Kio Avenue 5, #04-09, Singapore 569874 (the “Company”); and

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EMPLOYMENT CONTRACT

THIS EMPLOYMENT CONTRACT (this "Agreement") dated this _____day of December, 2025. BETWEEN:

DEFSEC TECHNOLOGIES INC., a corporation having an office at 300 - 80 Hines Road, Ottawa, Ontario (the "Employer" or the "Corporation" or "the Company")

OF THE FIRST PART

- AND

ELISABETH PRESTON, a person residing at *                    ** (*the "Employee")

OF THE SECOND PART

BACKGROUND

A. The Employer is of the opinion that the Employee has the necessary qualifications, experience and abilities to assist and benefit the Employer in its business.

B. The Employer desires to employ the Employee and the Employee has agreed to accept and enter such employment upon the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:

Commencement Date and Term

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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 “Representative”) proposes to enter into a Placement Agency Agreement (the “Agreement “) with Elong Power Holding 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.

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SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of July [     ], 2026, between Elong Power Holding Limited, a Cayman Islands 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:

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