Browse EX-10 agreements

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of July 28, 2026, between Innoviz Technologies Ltd., a company organized under the laws of the State of Israel (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:

ARTICLE I.
DEFINITIONS

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SECURITIES PURCHASE AGREEMENT

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This Securities Purchase Agreement (this “Agreement”) is dated as of July 23, 2026, by and between Zhongchao Inc., a Cayman Islands exempted company (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:

ARTICLE I.

DEFINITIONS

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PLACEMENT AGENCY AGREEMENT

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July 23, 2026

Zhongchao Inc.
Room 2504, OOCL Plaza 841 Yan’an Middle Road Jing’An District, Shanghai, China 200040

Attn: Weiguang Yang, Chief Executive Officer

Dear Mr. Yang:

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SHARE TRANSFER AGREEMENT

This Share Transfer Agreement (this “Agreement”) is made and entered into as of *2026-7-27 * (the “Effective Date”), by and between:

Transferor: Oriental Culture Holding LTD

Transferee: Spring Harvest Holdings Ltd

The Transferor and the Transferee are hereinafter collectively referred to as the “Parties” and individually as a “Party.”

WHEREAS:

A. CHINA INTERNATIONAL ASSETS AND EQUITY OF ARTWORKS EXCHANGE LIMITED (the “Target Company”) is a wholly-owned subsidiary of the Transferor, Oriental Culture Holding LTD; the Target Company is incorporated under the laws of Hong Kong.

B. The Transferor desires to transfer the target company’s Shares to the Transferee, and the Transferee desires to acquire the Shares from the Transferor, subject to the terms and conditions set forth herein.

NOW, THEREFORE, the Parties agree as follows:

ARTICLE 1

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TRANSFER OF SHARES

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SHARE PURCHASE AGREEMENT

PredicXion Group Limited / K25.ai and NewGenIVF Group Limited

Date: 27 July 2026

Parties

1.	PredicXion Group Limited, a company organised under the laws of the British Virgin Islands, with registered address at Aegis Chambers, 1st Floor, Ellen Skelton Building, 3076 Sir Francis Drake’s Highway, Road Town, Tortola, VG1110, British Virgin Islands (the “Company”);

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”), dated as of July 23, 2026, is between Radiopharm Theranostics Limited, a company incorporated under the laws of Australia (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 (i) an effective registration statement under the Securities Act (as defined below) as to the ADSs, and (ii) an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulation D promulgated thereunder as to the Purchaser’s Warrants, the Warrant ADSs and the Ordinary Warrant Shares (each 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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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.

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WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY
AMERICAN DEPOSITARY SHARES

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Radiopharm Theranostics Limited

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Number of American Depositary Shares: _________

Issue Date: _____, 2026

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SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of July 20, 2026, by and between INLIF Limited, an exempted company incorporated in the Cayman Islands with limited liability (Nasdaq: INLF) (the “Company”), and KERUI ENTERPRISE LIMITED, a British Virgin Islands company 100% owned by Ms. Lihui Xu with the address of Unit 8, 3/F., Qwomar Trading Complex, Blackbume Road, Port Purcell, Road Town, Tortola, British Virgin Islands, VG1110 (the “Purchaser”).

WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, 40,000 shares of the Company’s Class B Ordinary Shares (defined below) (the “Shares”), at a purchase price of $2.58 per Share, for an aggregate purchase price of $103,200.

WHEREAS, the board of directors of the Company (the “Board of Directors”), acting through unanimous written consent, has reviewed and approved the transactions contemplated hereby.

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SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of July 23, 2026, between China SXT Pharmaceuticals, Inc., a BVI business company incorporated in the British Virgin Islands with company number 1949664 (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, and/or the Pre-Funded Warrants, in each case together with the 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 of the Company as provided in this Agreement.

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PLACEMENT AGENCY AGREEMENT

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July 23, 2026

China SXT Pharmaceuticals, Inc.
Attention: Feng Zhou, Co-Chief Executive Officer

178 Taidong Rd North

Taizhou, Jiangsu Province, People’s Republic of China

Dear Mr. Zhou:

This letter (the “Agreement”) constitutes the agreement by and between Univest Securities, LLC (“Univest” or the “Placement Agent”) and China SXT Pharmaceuticals, Inc., a BVI business company incorporated in the British Virgin Islands with company number 1949664 (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, no par value per share (“Ordinary Shares”), and/or the Pre-Funded Warrants to purchase Ordinary Shares in lieu thereof, together in each case with Warrants to purchase Ordinary Shares (the “Securities”). The terms of the Placements and the Securities shall be mutually agreed upon by the Company

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**Exhibit 10.1 **

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MDJM LTD

2026 SECOND EQUITY INCENTIVE PLAN

1.     Purposes of the Plan.

The purposes of the MDJM LTD 2026 Second Equity Incentive Plan (the “Plan”) are to attract and retain the best available personnel for positions of responsibility with MDJM LTD, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), to provide additional incentives to them and align their interests with those of the Company’s shareholders, and to thereby promote the Company’s long-term business success.

2.     Definitions.

As used herein, the following definitions will apply:

	(a)	Intentionally Omitted.

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Restricted Shares Award Agreement

This Restricted Shares Award Agreement (this "Agreement") is made and entered into as of [ ] (the "Grant Date") by and between MDJM LTD, an exempted company incorporated under the laws of the Cayman Islands (the "Company") and [ ] (the "Grantee").

WHEREAS, the Company has adopted the MDJM LTD 2026 Second Equity Incentive Plan (the "Plan") pursuant to which awards of Restricted Shares may be granted; and

WHEREAS, the Administrator has determined that it is in the best interests of the Company and its shareholders to grant the award of Restricted Shares provided for herein.

NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:

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