Browse EX-10 agreements

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REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of [__], 2026, between Enlivex Ltd., a company organized under the laws of the State of Israel (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of July 28, 2026, between the Company and the Purchasers named therein (the “Purchase Agreement”).

The Company and each Purchaser hereby agrees as follows:

1. Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Advice” shall have the meaning set forth in Section 6(b).

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SHARE PURCHASE AGREEMENT

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This SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of July 27, 2026 (the “Signing Date”), by and between:

SELLER: AUSTRALIAN OILSEEDS HOLDINGS LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands whose class A ordinary shares are listed on the Nasdaq Capital Market (the “Seller”);

AND

PURCHASER: Trusha Realty Pte Ltd, a private company limited by shares incorporated under the laws of the Republic of Singapore (the “Purchaser”).

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

RECITALS

A. Australian Oilseeds Investments Pty Ltd is a proprietary company limited by shares incorporated under the laws of Australia which, together with its subsidiaries, Cowcumbla Investments Pty Ltd, Cootamundra Oilseeds Pty Ltd and Good Earth Oils Pty Ltd, (collectively, the “Target Group”), carries on the oilseed processing and edible oils business (the “Target Company”).

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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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