Browse EX-10 agreements

GREEN CIRCLE DECARBONIZE TECHNOLOGY LIMITED

LOCK-UP AGREEMENT

July [●], 2026

Green Circle Decarbonize Technology Limited

Unit 1809, Prosperity Place, 6 Shing Yip St.

Kwun Tong, Kowloon, Hong Kong

Ladies and Gentlemen:

The undersigned understands that Green Circle Decarbonize Technology Limited, a Cayman Islands exempted company (the “Company”), entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) on [●], 2026 with each purchaser (each, a “Purchaser”, and collectively “Purchasers”) identified on the signature page of the Securities Purchase Agreement, providing for the private placement (the “Transaction”) of convertible notes and warrants (“Warrants”) to purchase Ordinary Shares, US$0.001 par value per share, of the Company (“Shares”), and that in connection therewith, the Company expects to enter into a registration rights agreement with the Purchasers.

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PLACEMENT AGENT AGREEMENT

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July [●], 2026

PERSONAL AND CONFIDENTIAL

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Dr. Chan Kam Biu Richard, Chief Executive Officer

Green Circle Decarbonize Technology Limited

Unit 1809, Prosperity Place, 6 Shing Yip St.

Kwun Tong, Kowloon, Hong Kong

Re:	GCDT | PIPE Offering | Placement Agent Agreement

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Dear Dr. Richard:

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EQUITY PURCHASE AGREEMENT

THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) is entered into as of July [●], 2026 (the “Execution Date”), by and between Green Circle Decarbonize Technology Ltd, a Cayman Islands exempted company (the “Company”), and Target Capital 1, LLC, an Arizona limited liability company (the “Investor”).

RECITALS

WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase from the Company up to One Hundred Million U.S. Dollars (US$100,000,000.00) of the Company’s Ordinary Shares (as defined below);

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 the Investor hereby agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

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ESCROW AGREEMENT

This ESCROW AGREEMENT (this “Agreement”) made as of July [●], 2026, by and among Green Circle Decarbonize Technology Ltd, (the “Issuer”), and Revere Securities LLC (the “Placement Agent”), whose addresses and other information appear on the Information Sheet (as defined herein) attached to this Agreement, and Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, NY 10004 (the “Escrow Agent”).

WITNESSETH:

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SECURITIES PURCHASE AGREEMENT

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This Securities Purchase Agreement (this “Agreement”) is dated as of July [●], 2026, between Green Circle Decarbonize Technology Limited, a Cayman Islands exempted company (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act, including Rule 506 promulgated thereunder, 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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REGISTRATION RIGHTS AGREEMENT

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This Registration Rights Agreement (this “Agreement”) is made and entered into as of July [●], 2026, between Green Circle Decarbonize Technology Limited, a Cayman Islands exempted company (the “Company”), and Target Capital 1, LLC (the “Purchaser”).

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and the Purchaser (the “Securities Purchase Agreement”).

The Company and the Purchaser hereby agree as follows:

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Exclusive Business Cooperation Agreement

This Exclusive Business Cooperation Agreement (this “Agreement”) is entered into as of June 29, 2026 by and between:

Party A: Erhua Medical Technology (Changzhou) Co., Ltd., a limited liability company duly organized and existing under the laws of China, with its registered address at No. 33 Xiangyun Road, Jiangsu Wujin Economic Development Zone, and unified social credit code 91320412MA22J9TA7M;

Party B: Beijing Tongsheng Technology Co., Ltd., a limited liability company duly organized and existing under the laws of China, with its registered address at No. 1078, Building 1, No. A1 Pingfang, Hujialou Beili, Chaoyang District, Beijing (cluster registration), and unified social credit code 91110105MABR6BN869.

Party A and Party B are hereinafter referred to individually as a “Party” and collectively as the “Parties”.

1. Services

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Financial Advisory Engagement Agreement

This Financial Advisory Engagement Agreement (the “Agreement”) is entered into as of June 9, 2026, by and between JIN MEDICAL INTERNATIONAL LTD., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and Goldeenridge Ventures Ltd., a company organized under the laws of the British Virgin Islands (“Advisor”).

1. Engagement

The Company hereby engages Advisor to provide financial advisory services in connection with a proposed asset acquisition project (the “Proposed Project”) involving Beijing Tongsheng Technology Co., Ltd., in a stock issuance, asset acquisition, share exchange or another structure as agreed by the relevant parties (the “Transaction”).

As currently contemplated, the Transaction will involve the issuance of Class A ordinary shares of the Company as consideration for assets or equity interests relating to Beijing Tongsheng Technology Co., Ltd..

2. Scope of Services

Advisor will provide financial advisory services to the Company, including but not limited to:

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Power of Attorney Agreement

This Power of Attorney Agreement (this “Agreement”) is entered into as of June 29, 2026 by and among:

Party A: Erhua Medical Technology (Changzhou) Co., Ltd., a limited liability company duly organized and existing under PRC law, with its registered address at No. 33 Xiangyun Road, Jiangsu Wujin Economic Development Zone, and unified social credit code 91320412MA22J9TA7M;

Party B: Chang Gil LEE, passport/identity document number M76823514;

Party C: Beijing Tongsheng Technology Co., Ltd., a limited liability company duly organized and existing under PRC law, with its registered address at No. 1078, Building 1, No. A1 Pingfang, Hujialou Beili, Chaoyang District, Beijing (cluster registration), and unified social credit code 91110105MABR6BN869.

Party A, Party B and Party C are hereinafter referred to individually as a “Party” and collectively as the “Parties”.

As of the date hereof, Party C has registered capital of RMB1,000,000, and Party B holds 100% of the equity interests in Party C.

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Spousal Consent Letter

I, KOO HYE YOUNG (passport/identity document number: M78224115), am the lawful spouse of Chang Gil LEE. I hereby unconditionally and irrevocably consent to Chang Gil LEE’s execution of the following documents (collectively, the “Transaction Documents”) and to the disposition of the equity interests in Beijing Tongsheng Technology Co., Ltd. (the “Domestic Company”) held and registered in the name of Chang Gil LEE in accordance with such documents:

(1)    the Equity Pledge Agreement entered into among Erhua Medical Technology (Changzhou) Co., Ltd. (the “WFOE”), the Domestic Company and all shareholders of the Domestic Company;

(2)    the Exclusive Purchase Option Agreement entered into among the WFOE, the Domestic Company and all shareholders of the Domestic Company; and

(3)    the Power of Attorney Agreement entered into with the WFOE.

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Equity Pledge Agreement

This Equity Pledge Agreement (this “Agreement”) is entered into as of June 29, 2026 by and among:

Party A: Erhua Medical Technology (Changzhou) Co., Ltd. (the “Pledgee”), a limited liability company duly organized and existing under PRC law, with its registered address at No. 33 Xiangyun Road, Jiangsu Wujin Economic Development Zone, and unified social credit code 91320412MA22J9TA7M;

Party B: Chang Gil LEE (the “Pledgor”), passport/identity document number M76823514;

Party C: Beijing Tongsheng Technology Co., Ltd., a limited liability company duly organized and existing under PRC law, with its registered address at No. 1078, Building 1, No. A1 Pingfang, Hujialou Beili, Chaoyang District, Beijing (cluster registration), and unified social credit code 91110105MABR6BN869.

Whereas

Pledgor holds 100% of the equity interests in Party C. Party C is a domestic company organized under PRC law and has a registered capital of RMB1,000,000.

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Exclusive Purchase Option Agreement

This Exclusive Purchase Option Agreement (this “Agreement”) is entered into as of June 29, 2026 by and among:

Party A: Erhua Medical Technology (Changzhou) Co., Ltd., a limited liability company duly organized and existing under the laws of the People’s Republic of China (“China”), with its registered address at No. 33 Xiangyun Road, Jiangsu Wujin Economic Development Zone, and unified social credit code 91320412MA22J9TA7M;

Party B: Chang Gil LEE, passport/identity document number M76823514;

Party C: Beijing Tongsheng Technology Co., Ltd., a limited liability company duly organized and existing under the laws of China, with its registered address at No. 1078, Building 1, No. A1 Pingfang, Hujialou Beili, Chaoyang District, Beijing (cluster registration), and unified social credit code 91110105MABR6BN869.

Party A, Party B and Party C are hereinafter referred to individually as a “Party” and collectively as the “Parties”.

Whereas

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