0001213900-25-103498 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 29th, 2025 • GD Culture Group LTD • Wholesale-metals & minerals (no petroleum) • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October 24, 2025, between GD Culture Group Limited, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • October 29th, 2025 • GD Culture Group LTD • Wholesale-metals & minerals (no petroleum) • New York