Browse EX-10 agreements

THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

**THE ISSUE PRICE OF THIS NOTE IS $151,800.00 **

THE ORIGINAL ISSUE DISCOUNT IS $19,800.00

Principal Amount: $151,800.00	**Issue Date: June 25, 2026 **
Purchase Price: $132,000.00

PROMISSORY NOTE

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**MEMORANDUM OF UNDERSTANDING **

CONFIDENTIAL

JUNE 30, 2026

**WHEREAS Guided Therapeutics, Inc, a Georgia. United States of American corporation ("GTI") located at 5835 Peachtree Comers East, Suite D. Peachtree Comers, Georgia 30092 ("GTI") and Jiangsu Yuanshuo Medical Instruments Corporation. The 3rd Floor, No. 12, North Area of High-end Equipment Manufacturing Industrial Park, Ring North Road, Jiangsu Pizhou Economic Development Zone, Pizhou City, Xuzhou City, Jiangsu Province Peoples **Republic of China ("YMIC") (GTI and YMIC collectively referred to herein as "Parties" or individually as "Party") on **9 November 2025 **entered into an agreement to together **to help commercialize in China GTI’s first non-invasive cancer detection product, the **LuViva ® Advanced Cervical Scan device (the "Device") and the related disposable cervical guides (the "Cervical Guides" and, with the Device, "Lu Viva" aka in China as “Zealight”.

WHEREAS the parties wish to execute this Memorandum of Understanding in order to facilitate the commercialization of LuViva in China.

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SECURITIES PURCHASE AGREEMENT

This **SECURITIES PURCHASE AGREEMENT **(the “Agreement”), dated as of June 25, 2026, by and between GUIDED THERAPEUTICS, INC., a Delaware corporation, with its address at 5835 Peachtree Corners East, Suite B, Peachtree Corners, Georgia 30092 (the “Company”), and Vanquish Funding Group Inc., a Virginia corporation, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 (the “Lender”).

WHEREAS:

A. The Company and the Lender are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”); and

B. Lender desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, a promissory note of the Company, in the form attached hereto as Exhibit A, in the aggregate principal amount of $151,800.00 (the “Note”).

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SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 5, 2026, by and between GUIDED THERAPEUTICS, INC., a Delaware corporation, with headquarters located at 5835 Peachtree Corners East, Suite B, Peachtree Corners, GA 30092 (the “Company”) and GS CAPITAL PARTNERS, LLC, with its address at 1325 Airmotive Way, Suite 202, Reno, NV 89502 (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 the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”);

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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

COMMON STOCK PURCHASE WARRANT

GUIDED THERAPEUTICS, INC.

Warrant Shares: 2,000,000	Date of Issuance: June 15, 2026

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SECURITIES PURCHASE AGREEMENT

This **SECURITIES PURCHASE AGREEMENT **(the “Agreement”), dated as of June 5, 2026, by and between Guided Therapeutics, Inc., a Delaware corporation, with headquarters located at 5835 Peachtree Corners East, Suite B, Peachtree Corners, GA 30092 (the “Company”), and LABRYS FUND II, L.P., a Delaware limited partnership, with its address at 145 Tremont Street, Suite 201-1408, Boston, MA 02111 (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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**EXHIBIT A **

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.

COMMON STOCK PURCHASE WARRANT

GUIDED THERAPEUTICS, INC.

Warrant Shares: 20,000	Initial Exercise Date: August 5, 2026

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SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

OF

NUVEEN GLOBAL CITIES REIT OP, LP

A DELAWARE LIMITED PARTNERSHIP

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TABLE OF CONTENTS

Page

ARTICLE 1 DEFINED TERMS					1

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AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT

THIS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT (this “Agreement”) is dated as of August 11, 2026 and is by and between CVC-PE Global Private Equity Fund, LP, a Delaware limited partnership (the “Fund”) and CVC Advisors (U.S.) Inc., a Delaware corporation (the “Investment Adviser”).

WHEREAS, the Fund desires that the Investment Adviser provide management services, including identifying, investigating and recommending potential investments, monitoring and evaluating Investments and advising the Fund with respect to disposition opportunities, and the Investment Adviser desires to render such services to the Fund in consideration of a management fee and other compensation as hereinafter specified;

WHEREAS, the engagement of the Investment Adviser by the Fund is authorized by the Third Amended and Restated Limited Partnership Agreement of the Fund (as amended and/or restated from time to time, the “Partnership Agreement”);

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THIRD AMENDMENT TO MASTER REPURCHASE AGREEMENT AND OTHER TRANSACTION DOCUMENTS

This THIRD AMENDMENT TO Master Repurchase Agreement AND OTHER TRANSACTION DOCUMENTS, dated as of April 21, 2026 (this “Amendment”), by and among SCREDIT Mortgage Funding Sub-1, LLC, SCREDITMortgage Funding Sub-1-T, LLC and SCREDIT CA FUNDINGS, LLC, each a Delaware limited liability company (collectively, “Seller”), as seller, CITIBANK, N.A., a national banking association (including any successor and assigns thereto, “Purchaser”), as purchaser, and acknowledged and agreed to by STARWOOD CREDIT REAL ESTATE INCOME TRUST, a Maryland statutory trust (“Guarantor”), as guarantor. Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Repurchase Agreement (as defined below).

RECITALS

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AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT

Dated as of July 30, 2026

by and among

SCREDIT Mortgage Funding Sub-1, LLC,
as a Seller

SCREDIT Mortgage Funding Sub-1-T, LLC,
as a Seller

SCREDIT CA FUNDINGS, LLC,
as a Seller

and

CITIBANK, N.A.,
as Purchaser

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ARTICLE 1 APPLICABILITY	1
ARTICLE 2 DEFINITIONS	1
ARTICLE 3 INITIATION; CONFIRMATION; TERMINATION; FEES	43
ARTICLE 4 MARGIN MAINTENANCE	60
ARTICLE 5 PAYMENTS; COLLECTION ACCOUNT	60
ARTICLE 6 SECURITY INTEREST	68
ARTICLE 7 TRANSFER AND CUSTODY	71

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Execution Version LIMITED LIABILITY COMPANY AGREEMENT OF OKLAHOMA AI VENTURES LLC Dated June 4, 2026 Certain information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Exhibit 10.1

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i 135313338.v33 LIMITED LIABILITY COMPANY AGREEMENT OF OKLAHOMA AI VENTURES LLC TABLE OF CONTENTS ARTICLE I. DEFINITIONS ......................................................................................................... 2 ARTICLE II. FORMATION OF LIMITED LIABILITY COMPANY ....................................... 18 2.1. Formation .................................................................................................................... 18 2.2. Company Name ........................................................................................................... 18 2.3. Registration, Etc .......................................................................................................... 19 2.4. Principal Business Office, Registered Office and Regis

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