Wellchange Holdings Co LTD Sample Contracts

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • January 17th, 2025 • Wellchange Holdings Co LTD • Services-prepackaged software • New York
WELLCHANGE HOLDINGS COMPANY LIMITED UNDERWRITING AGREEMENT
Underwriting Agreement • October 3rd, 2024 • Wellchange Holdings Co LTD • Services-prepackaged software • New York
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 17th, 2025 • Wellchange Holdings Co LTD • Services-prepackaged software • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of January 15, 2025, between Wellchange Holdings Company Limited, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

Wellchange Holdings Company Limited Unit E, 11/F, Billion Plaza II, 10 Cheung Yue Street Cheung Sha Wan, Kowloon, Hong Kong
Director Offer Letter • February 8th, 2024 • Wellchange Holdings Co LTD • Services-prepackaged software • New York

Wellchange Holdings Company Limited, a Cayman Islands limited liability company (the “Company” or “we”), is pleased to offer you a position as a Director of the Company. We believe your background and experience will be a significant asset to the Company and we look forward to your participation as a Director in the Company. Should you choose to accept this position as a Director, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company.

EMPLOYMENT AGREEMENT
Employment Agreement • February 8th, 2024 • Wellchange Holdings Co LTD • Services-prepackaged software • New York

This Employment Agreement (the “AGREEMENT”) is made and entered into on [DATE] by and between [NAME] (the “EXECUTIVE”) and Wellchange Holdings Company Limited, a Cayman Islands company (the “COMPANY”).

WELLCHANGE HOLDINGS COMPANY LIMITED UNDERWRITING AGREEMENT
Underwriting Agreement • August 19th, 2024 • Wellchange Holdings Co LTD • Services-prepackaged software • New York
form of SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 19th, 2025 • Wellchange Holdings Co LTD • Services-prepackaged software • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of September 9, 2025, between Wellchange Holdings Company 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”).

Software Development Agreement
Software Development Agreement • February 8th, 2024 • Wellchange Holdings Co LTD • Services-prepackaged software • Hong Kong

The Developer is engaged in the making of such applications and holds all the necessary tools to obtain the needed results of this agreement.

ESCROW AGREEMENT
Escrow Agreement • September 19th, 2025 • Wellchange Holdings Co LTD • Services-prepackaged software • New York

This ESCROW AGREEMENT (this “Agreement”) dated as of this 2nd day of September 2025 by and among Wellchange Holding Company Limited, an exempted company incorporated in the Cayman Islands (the “Company”), having a principal executive address at Unit E, 11/F, Billion Plaza II, 10 Cheung Yue Street Cheung Sha Wan, Kowloon, Hong Kong; Chaince Securities, LLC, having an address at 1330 Avenue of the Americas, 33rd Floor, New York, NY 10019 (“Placement Agent”), and WILMINGTON TRUST, NATIONAL ASSOCIATION (the “Escrow Agent”). The Company and the Placement Agent, each a “Party,” are collectively referred to as “Parties” and individually, a “Party.”

EMPLOYMENT AGREEMENT
Employment Agreement • February 2nd, 2026 • Wellchange Holdings Co LTD • Services-prepackaged software • New York

This Employment Agreement (the “Agreement”) is made and entered into on February 2, 2026 by and between Lau Cheunk Wing (the “Executive”) and Wellchange Holdings Company Limited, a Cayman Islands company (the “Company”).

FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 19th, 2025 • Wellchange Holdings Co LTD • Services-prepackaged software

This Registration Rights Agreement (this “Agreement”) is made and entered into as of September __, 2025, between Wellchange Holdings Company Limited, a Cayman Islands exempted corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • September 19th, 2025 • Wellchange Holdings Co LTD • Services-prepackaged software • New York

The purpose of this placement agent agreement is to outline our agreement pursuant to which Chaince Securities, LLC (“Chaince”) will act as the placement agent on a “best efforts” basis in connection with the proposed PIPE Offering (the “Placement”) by Wellchange Holdings Company Limited (collectively, with its subsidiaries and affiliates, the “Company”) of units consisting of its class A ordinary shares, par value US$0.00005 each (the “Securities”) (the “Placement Agent Agreement”). This Placement Agent Agreement sets forth certain conditions and assumptions upon which the Placement is premised. The Company expressly acknowledges and agrees that Chaince’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Placement Agent Agreement does not constitute a commitment by Chaince to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Chaince with respect to securing an

EMPLOYMENT AGREEMENT
Employment Agreement • June 20th, 2025 • Wellchange Holdings Co LTD • Services-prepackaged software • New York

This Employment Agreement (the “Agreement”) is made and entered into on June 15, 2025 by and between Chan Siu Leung, Gary (the “Executive”) and Wellchange Holdings Company Limited, a Cayman Islands company (the “Company”).

Contract
Tenancy Agreement • December 18th, 2024 • Wellchange Holdings Co LTD • Services-prepackaged software