Intercont (Cayman) LTD Sample Contracts

INTERCONT (CAYMAN) LIMITED UNDERWRITING AGREEMENT
Underwriting Agreement • April 7th, 2025 • Intercont (Cayman) LTD • Deep sea foreign transportation of freight • New York
Intercont (Cayman) Limited Indemnification Agreement
Indemnification Agreement • September 27th, 2024 • Intercont (Cayman) LTD • Deep sea foreign transportation of freight • Delaware

This Indemnification Agreement (the “Agreement”) is made and entered into as of [Date] between Intercont (Cayman) Limited, a Cayman Islands exempted company (the “Company”), and [NAME] (“Indemnitee”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 19th, 2025 • Intercont (Cayman) LTD • Deep sea foreign transportation of freight

This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of September 4, 2025, is entered into by and between INTERCONT (CAYMAN) LIMITED, a Cayman Islands corporation (the "Company"), and STREETERVILLE CAPITAL, LLC, a Utah limited liability company (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented, or otherwise modified from time to time, the "Purchase Agreement").

TOP WISDOM SHIPPING MANAGEMENT CO., LIMITED and TOP CREATION INTERNATIONAL(HK) LIMITED Seafarer Leasing Contract Seafarer Dispatch Agreement
Seafarer Dispatch Agreement • September 27th, 2024 • Intercont (Cayman) LTD • Deep sea foreign transportation of freight

In consideration of operational needs, Party A engages Party B’s crew members to work aboard Party A’s vessel. To safeguard the lawful rights and interests of all parties involved, and following amicable negotiations, both parties confirm their agreement to abide by the following terms of this contract.

Technology Workboat Technology R&D Service Contract [Phase One]
Technology R&d Service Contract • November 15th, 2024 • Intercont (Cayman) LTD • Deep sea foreign transportation of freight

After full consultation, Party A and Party B, based on the principles of equality, voluntariness, and compensation, in accordance with the “Civil Code of the People’s Republic of China” and relevant laws and regulations, have reached the following agreement to be jointly observed.

DIRECTOR SERVICE AGREEMENT
Director Service Agreement • December 4th, 2024 • Intercont (Cayman) LTD • Deep sea foreign transportation of freight

This Director Service Agreement (this “Agreement”) is made and entered into as of ______, 2024 by and between Intercont (Cayman) Limited, an exempted company formed under the laws of the Cayman Islands (the “Company”) and [DIRECTOR NAME], an individual resident of [JURISDICTION] (the “Director”).

Seafarer Leasing Contract Seafarer Dispatch Agreement
Seafarer Dispatch Agreement • September 27th, 2024 • Intercont (Cayman) LTD • Deep sea foreign transportation of freight

In consideration of operational needs, Party A engages Party B’s crew members to work aboard Party A’s vessel. To safeguard the lawful rights and interests of all parties involved, and following amicable negotiations, both parties confirm their agreement to abide by the following terms of this contract.

ORDINARY SHARE PURCHASE AGREEMENT
Ordinary Share Purchase Agreement • August 26th, 2025 • Intercont (Cayman) LTD • Deep sea foreign transportation of freight • New York

This Ordinary Shares Purchase Agreement (this “Agreement”) is entered into effective as August 20th, 2025 (the “Execution Date”), by and between Intercont (Cayman) Limited, a Cayman Islands exempted company limited by shares (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (the “Investor”).

Patent License Agreement
Patent License Agreement • November 15th, 2024 • Intercont (Cayman) LTD • Deep sea foreign transportation of freight

Whereas Party A owns all the patents listed in Appendix I (hereinafter referred to as "the Patents"), and through friendly consultation between Party A and Party B, and in accordance with the relevant Chinese laws and regulations, this Agreement is hereby established.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 26th, 2025 • Intercont (Cayman) LTD • Deep sea foreign transportation of freight

This Registration Rights Agreement (this “Agreement”) is entered into effective as August 20, 2025 (the “Execution Date”), by and between Intercont (Cayman) Limited, a Cayman Islands exempted company limited by shares (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (the “Investor”).

Financial Advisory Services Agreement
Financial Advisory Services Agreement • October 30th, 2025 • Intercont (Cayman) LTD • Deep sea foreign transportation of freight
Rockwell Automation and INTERCONT and the subsidiary TOP WISDOM Strategic Cooperation Memorandum
Strategic Cooperation Memorandum • October 21st, 2024 • Intercont (Cayman) LTD • Deep sea foreign transportation of freight

This Agreement is intended to establish a strategic partnership between Rockwell Automation (China) Co., Ltd. (hereinafter referred to as “Rockwell”) and Intercont Cayman Limited (hereinafter referred to as “Intercont”), as well as its wholly-owned Hong Kong company TOP WISDOM SHIPPING MANAGEMENT CO., LIMITED (hereinafter referred to as “Top Wisdom”) for projects currently under construction and those planned for future construction. Rockwell will demonstrate its overall value to customers by providing a full range of products, services, and system solutions. At the same time, Intercont will adopt Rockwell as its corporate standard for electrical and information technology; ultimately, both parties aim to achieve a win-win situation through mutual development.

TOP WISDOM SHIPPING MANAGEMENT CO., LIMITED and TOP MORAL SHIPPING LIMITED
Vessel Management Agreement • July 26th, 2024 • Intercont (Cayman) LTD • Deep sea foreign transportation of freight

In accordance with Chapter IV of the SOLAS Convention “Safety Management of Vessel” and the implementation requirements of the ISM Code and ISPS Code, Party A entrusts the management of the vessel “TOP BRILLIANCE” to Party B. To clarify their respective rights and obligations, Party A and Party B have agreed to sign the following agreement based on relevant laws and regulations, and on the basis of equality and voluntary mutual consent:

Consulting and Cooperation Agreement
Consulting Agreement • July 26th, 2024 • Intercont (Cayman) LTD • Deep sea foreign transportation of freight

This Consulting and Cooperation Agreement (hereinafter referred to as “this Agreement”) is signed by and between the following parties on March 1, 2019:

Party A (Entrusting Party): TOP CREATION INTERNATIONAL (HK) LIMITED Address: NO C.16/F,CHINAWEAL CENTRE 414-424 JAFFE ROAD,WANCHAI, HONG KONG Party B: TOP WISDOM SHIPPING MANAGEMENT CO., LIMITED Address: ROOM 2206, LIANQIANG INTERNATIONAL BUILDING,...
Vessel Management Agreement • July 26th, 2024 • Intercont (Cayman) LTD • Deep sea foreign transportation of freight

In accordance with Chapter IV of the SOLAS Convention “Safety Management of Vessel” and the implementation requirements of the ISM Code and ISPS Code, Party A entrusts the management of the vessel “TOP ADVANCER” to Party B. To clarify their respective rights and obligations, Party A and Party B have agreed to sign the following agreement based on relevant laws and regulations, and on the basis of equality and voluntary mutual consent:

BETWEEN and CONSULTANCY AGREEMENT 6/F, The Annex, Central Plaza 18 Harbour Road Hong Kong Tel: +852.2248.6000 Fax: +852.2248.6011 Ref: DAAC/MANFB.0001
Consultancy Agreement • October 30th, 2025 • Intercont (Cayman) LTD • Deep sea foreign transportation of freight • Hong Kong
Securities Purchase Agreement
Securities Purchase Agreement • September 19th, 2025 • Intercont (Cayman) LTD • Deep sea foreign transportation of freight • Utah

This Securities Purchase Agreement (this “Agreement”), dated as of September 4, 2025, is entered into by and between Intercont (Cayman) Limited, a Cayman Islands corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”). Capitalized terms used but not otherwise defined herein will have the meanings set forth in Section 12.

Public Relations and Investor Relations Service Agreement Party A (Client): Intercont (Cayman) Limited Party B (Service Provider): JA CAPITAL IN NY L.L.C
Public Relations and Investor Relations Service Agreement • October 30th, 2025 • Intercont (Cayman) LTD • Deep sea foreign transportation of freight • Hong Kong

Whereas, Intercont is a publicly listed company in the United States and intends to enhance its capital market brand image, strengthen communications with investors, analysts, and media, and ensure transparent and compliant information disclosure, Party A agrees to engage Party B as its exclusive service provider for public relations and investor relations. Both parties, on the basis of equality, mutual benefit, and good faith, hereby enter into this Agreement through friendly consultation.

MANAGEMENT EMPLOYMENT AGREEMENT
Management Employment Agreement • December 4th, 2024 • Intercont (Cayman) LTD • Deep sea foreign transportation of freight

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of July 4, 2023 by and between Intercont (Cayman) Limited, an exempted company formed under the laws of the Cayman Islands (the “Company”) and [ ], an individual resident of [JURISDICTION] (the “Executive”).