Execution Version

AIRFRAME LEASE AGREEMENT

Dated as of

May 8, 2026

between

UMB BANK, NATIONAL ASSOCIATION,

not in its individual capacity but solely as Owner Trustee,

as Lessor

and

GLOBAL CROSSING AIRLINES, INC.,

as Lessee

in respect of

Airframe: AIRBUS A320-214 Manufacturer’s Serial No: 3349 U.S. Registration Mark N291GX

This Agreement has been executed in multiple counterparts. The counterpart to be deemed the Original Counterpart contains a receipt therefor executed by the Lessor on its signature page. To the extent that this Agreement constitutes chattel paper (as such term is defined in the Uniform Commercial Code as in effect in any applicable jurisdiction), a security interest in this Agreement may be created only by the transfer of possession of that Original Counterpart.

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Exhibit 10.1

Table of Contents

PAGE

ARTICLE 1INTERPRETATION ............................................................................................. 11

1.1Definitions ............................................................................................................. 11

1.2Construction .......................................................................................................... 24

1.3Cape Town Convention ........................................................................................ 24

ARTICLE 2REPRESENTATIONS AND WARRANTIES..................................................... 24

2.1Lessee’s Representations and Warranties ............................................................. 24

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FORM OF SUBSCRIPTION AGREEMENT

The undersigned (the “Subscriber”), desires to become a holder of class A ordinary shares, par value $0.0001 per share (the “Shares”) of RUI Holdings Inc., a corporation organized under the laws of Cayman Islands (the “Company”); Accordingly, the Subscriber hereby agrees as follows:

	1.	Subscription.

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STOCK TRANSFER AGREEMENT

This Stock Transfer Agreement (hereinafter the “Agreement”) is entered into as of July 30, 2026 (hereinafter the “Execution Date”) by and between the following parties:

1. Vestand Inc. (Address: 104 Apple Blossom Circle, Brea, CA 92821) (hereinafter the “Transferor”)

2. Noh Sang-woo (Address: 201-401 Healing M Town, 652-48 Sinhyeon-dong, Gwangju-si, Gyeonggi-do, Republic of Korea) (hereinafter the “Transferee”)

Where either the Transferor or the Transferee is referred to individually, such party is referred to as a “Party,” and collectively as the “Parties.”

PREAMBLE

Of the 200 shares of Vestand Korea Co., Ltd. held by the Transferor, the Transferor wishes to transfer to the Transferee 200 common shares of Vestand Korea Co., Ltd. (hereinafter the “Subject Shares”), and the Transferee wishes to acquire the Subject Shares from the Transferor. Accordingly, the Transferor and the Transferee hereby agree as follows with respect to the transfer of the Subject Shares.

Article 1 Purchase Price

The per-share purchase price of the Subject Shares to be paid by the Transferee to the Transferor under this Agreement shall be based on the par value of KRW 5,000 per share, and the total purchase price (hereinafter the “Purchase Price”) shall be KRW 1,000,000 (one million Korean won).

Vestand Korea Co., Ltd.: Corporate Registration No. 110111-0936767

Address: 205, Daewoo Myeongmun Gaia Building, 56 Seolleung-ro 90-gil, Gangnam-gu, Seoul, Republic of Korea

Total Shares Issued: 200 shares Par Value: KRW 5,000

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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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NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE 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 (I) 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 OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal Amount: US$69,000.00 Purchase Price: US$63,000.00	Issue Date: August 5, 2026

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UNSECURED PROMISSORY 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”);

B. Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement an unsecured convertible note of the Company, in the form attached hereto as Exhibit A in the aggregate principal amount of $69,000.00 (the note containing an original issue discount of $6,000.00 such that the purchase price shall be $63,000.00 for the note) (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the “Note”), convertible into shares of common stock, of the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in the Note. The Note shall be paid for by the Buyer as set forth herein. In connection with the purchase of the Note, the Company is issuing to

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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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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”).

NOW THEREFORE, the Company and the Lender severally (and not jointly) hereby agree as follows:

1. Purchase and Sale of the Securities.

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NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE 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 (I) 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 MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

Principal Amount: $107,800.00	Issue Date: June 5, 2026
Actual Amount of Purchase Price: $98,000.00

PROMISSORY NOTE

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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;

B. Buyer desires to purchase from the Company, and the Company desires to issue and sell to the Buyer, upon the terms and conditions set forth in this Agreement, a promissory note of the Company, in the aggregate principal amount of $107,800.00 (as the principal amount thereof may be increased pursuant to the terms thereof, and together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, in the form attached hereto as Exhibit A, the “Note”), convertible into shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Note; and

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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.

WHEREAS the parties wish to clarify which of YMIC and GTI will purchase and sell certain parts, components and accessories to the other.

WHEREAS the parties recognize that YMIC may subcontract some of its responsibilities to other Chinese companies including but not limited to Shandong Yaohua Medical Instrument Corporation, located at No. 5 Zhujiang Street, High-Tech Development Zone, Laiwu Shandong, Peoples Republic of China ("SMI").

IT IS HEREBY AGREED AS FOLLOWS between YMIC and GTI:

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