Browse EX-10 agreements

THIS SUBSCRIPTION AGREEMENT (THIS “AGREEMENT”) RELATES TO AN OFFER AND SALE OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S (AS DEFINED HEREIN) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).

本认购协议（本**”协议”）与向非美国人士（见协议中定义）邀约出售证券的离岸交易相关, **遵循美国 1933 年证券法及其修订案（”证券法”）下的 **S **条例（见协议中定义）。

NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE SECURITIES ACT, 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 EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

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AMENDMENT NO. 2

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TO

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SECURITIES PURCHASE AGREEMENT

This AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT (this “Amendment”), dated as of October 7, 2026, is entered into between Axonex AI Group Limited (formerly known as Mint Incorporation Limited), a business company incorporated under the laws of the British Virgin Islands (the “Company”), and the undersigned Buyer.

RECITALS

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WHEREAS, the Company (then named Mint Incorporation Limited) and the Buyer are parties to (i) that certain Securities Purchase Agreement dated as of July 2, 2026 (the “July 2 Agreement”), pursuant to which the Company issued and sold Class A ordinary shares of no par value of the Company to the Buyer on July 8, 2026, and (ii) that certain Securities Purchase Agreement dated as of July 30, 2026 (the “July 30 Agreement” and, together with the July 2 Agreement, the “Original Agreements”), pursuant to which the Company issued and sold Class A ordinary shares of no par value of the Company to the Buyer on August 11, 2026;

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SHARE PURCHASE AGREEMENT

This Share Purchase Agreement (this “Agreement”) is entered into as of October 10, 2026 (the “Effective Date”) in Shenzhen, People’s Republic of China (“China”), by and among:

Buyer:

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Skillful Craftsman Education Technology Ltd, a company incorporated under the laws of the Cayman Islands and listed on the Nasdaq Stock Market under the ticker symbol “EDTK” (the “Buyer” or “EDTK”);

Seller:

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LIU QINGWU (the “Seller”);

Target Company:

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URAY PTE. LTD., a limited company duly incorporated and validly existing under the laws of Singapore (the “Target Company”, “Target” or “URAY”).

(Each of the Buyer, the Seller and URAY is referred to individually as a “Party” and collectively as the “Parties”.)

RECITALS

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EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of _____ (the “Effective Date”), by and between Maase Inc., incorporated under the laws of the Cayman Islands (the “Company”), and ___, an individual. Except with respect to the direct employment of __ by the Company, the term “Company” as used herein with respect to all obligations of __ hereunder shall be deemed to include the Company and all of its subsidiaries and affiliated entities (collectively, the “Group”).

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RECITALS

A. The Company desires to employ ____, as its Co-Chief Technology Officer (the “Co- CTO”) and to assure itself of the services of the Co-CTO during the term of Employment (as defined below).

B. ____, desires to be employed by the Company as its Co-CTO during the term of Employment and upon the terms and conditions of this Agreement.

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AGREEMENT

The parties hereto agree as follows:

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	1.	POSITION

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SHARE TRANSFER AGREEMENT

This Share Transfer Agreement (this “Agreement”), dated as of October 7, 2026, is entered into by and among Lichen International Limited, a Cayman Islands exempted company (“Parent”), Legend Consulting Limited, a company formed under the laws of Hong Kong and an indirect wholly-owned subsidiary of Parent (“Transferor”), [*] (the “Transferee”) and Bondly Enterprises Limited, a company formed under the laws of Hong Kong and a wholly-owned subsidiary of the Transferor (the “Target”). Capitalized terms used in this Agreement have the meanings given to such terms herein.

RECITALS

WHEREAS, Transferor owns all of the issued and outstanding equity interest and shares of the Target (the “Transfer Shares”);

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WHEREAS, Transferor is an indirect wholly-owned subsidiary of Parent;

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CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS (i) NOT MATERIAL AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION IS MARKED WITH A [***].

SHARE PURCHASE AGREEMENT

This SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October 12, 2026, by and among JBDI Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Buyer”), those Sellers set forth in Annex I hereto (the “Sellers” and each a “Seller”), and, solely for purposes of making the representations and warranties expressly set forth herein with respect to its business and operations, Glorian Capital Ltd, a company incorporated and existing under the laws of the British Virgin Islands on 12 May 2026 with company registration number 2208464 (the “Company”). Buyer, the Sellers and the Company are referred to collectively herein as the “Parties” and individually as a “Party.”

RECITALS

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SECURITIES PURCHASE AGREEMENT

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This Securities Purchase Agreement (this “Agreement”) is dated as of October 8, 2026, between DarkIris Inc., an 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:

ARTICLE I

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DEFINITIONS

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PLACEMENT AGENCY AGREEMENT

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October 8, 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:

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SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of October 8, 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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JOINT VENTURE FORMATION AGREEMENT

Date: October 1, 2026

Party A: NETCLASS TECHNOLOGY INC

**Party B: **Wang Xiangdong

**Party C: **Future Science and Education Development Foundation Limited

Cooperation Background

Party A, as a Nasdaq-listed company, has strong capabilities in software development, the research, development and application of artificial intelligence-related technologies, and access to capital markets. Party B and Party C have corresponding advantages in market development and commercial resources. Based on the complementary strengths of the Parties, the Parties intend to cooperate in the development of the relevant business..

The Parties agree to jointly establish Linkee AI Company Limited in Hong Kong on the following terms:

1. Company and Ownership

**Company Name: **Linkee AI Company Limited (领羿人工智能有限公司)

**Place of Incorporation: **Hong Kong Special Administrative Region

**Initial Capital Arrangement: **HKD 10,000

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* Portions of this exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K.

TERMINATION LETTER

This Termination Letter (this “Letter”) is entered into as of October 8, 2026 in Suzhou, Jiangsu Province, the People’s Republic of China, by and among the following parties:

Party A: Jiangsu Li Bang Intelligent Technology Co., Ltd.

Unified Social Credit Code: [           ]

Address: No. 190, Xizhang Road, Gushan Town, Jiangyin City

Legal Representative: Huang Feng

Party B:

Party B-1: [           ], PRC ID No. [           ]

Party B-2: [           ], PRC ID No. [           ]

Party B-3: [           ], PRC ID No. [           ]

RECITALS:

WHEREAS, the Parties entered into that certain Equity Transfer Agreement dated April 17, 2026 (the “Agreement”); and

WHEREAS, the Parties do not deem the Agreement final and binding in accordance with Article 10 thereof, have not reached a definitive understanding with respect to the equity transfer transaction contemplated by the Agreement, and wish to terminate the Agreement accordingly.

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