Phaos Technology (Cayman) Holdings LTD Sample Contracts
EMPLOYMENT AGREEMENTEmployment Agreement • May 9th, 2025 • Phaos Technology (Cayman) Holdings LTD • Industrial instruments for measurement, display, and control
This Employment Agreement (the “Agreement”) is made and entered into on 14 March 2024 by and between Beh Hook Seng (the “Executive”) and the Phaos Technology Holdings (Cayman) Limited, a Cayman Islands company (the “Company”).
Re: Independent Director Offer Letter – Erik CheongIndependent Director Offer Letter • May 9th, 2025 • Phaos Technology (Cayman) Holdings LTD • Industrial instruments for measurement, display, and control • New York
Phaos Technology Holdings (Cayman) Limited, a Cayman Islands limited liability company (the “Company” or “we”), is pleased to offer you a position as an Independent 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 an Independent Director in the Company. Should you choose to accept this position as an Independent 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. Your appointment shall begin upon Company’s listing on the Nasdaq Capital Market (the “Commencement Date”).
PHAOS TECHNOLOGY HOLDINGS (CAYMAN) LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • August 11th, 2026 • PHAOS TECHNOLOGY HOLDINGS (CAYMAN) LTD • Industrial instruments for measurement, display, and control • New York
The undersigned, Phaos Technology Holdings (Cayman) Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom Network 1 Financial Securities, Inc. is acting as representative (in such capacity, the “Representative” and if there are no underwriters other than the Representative, references to multiple “Underwriters” shall be disregarded and the term Representative as used herein shall have the same meaning as “Underwriter”), in connection with the proposed public offering by the Company of the Securities (as defined below).
Lease reference number: t0025151Lease Agreement • May 9th, 2025 • Phaos Technology (Cayman) Holdings LTD • Industrial instruments for measurement, display, and control
You are aware that the Premises is fitted with light fittings, variable refrigerant volume ("VRV") air-conditioning system, fire protection system, distribution system, etc. You must at your own costs, maintain our fittings and fixtures according to our and the Authorities’ requirements. To avoid any doubt, when this Lease ends, our fittings and fixtures will be returned to us in tenantable condition (that is, in state and condition safe and suitable for use and for which you have carried out all necessary repairs).
LOAN AGREEMENTLoan Agreement • May 9th, 2025 • Phaos Technology (Cayman) Holdings LTD • Industrial instruments for measurement, display, and control
PRIVATE AND CONFIDENTIAL Our Ref: RCDA/HY/351PTHOS Pl: SRA-1FA Maybank Singapore Limited (UEN: 201804195C) Maybank@JurongPointBanking Facilities Agreement • May 9th, 2025 • Phaos Technology (Cayman) Holdings LTD • Industrial instruments for measurement, display, and control
Re: Independent Director Offer Letter – Erik Cheong Wei KiatIndependent Director Offer Letter • July 7th, 2025 • Phaos Technology (Cayman) Holdings LTD • Industrial instruments for measurement, display, and control • New York
Phaos Technology Holdings (Cayman) Limited, a Cayman Islands limited liability company (the “Company” or “we”), is pleased to offer you a position as an Independent 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 an Independent Director in the Company. Should you choose to accept this position as an Independent 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. Your appointment shall begin upon Company’s listing on the NYSE American Markets (the “Commencement Date”).
PHAOS TECHNOLOGY HOLDINGS (CAYMAN) LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • May 18th, 2026 • PHAOS TECHNOLOGY HOLDINGS (CAYMAN) LTD • Industrial instruments for measurement, display, and control • New York
The undersigned, Phaos Technology Holdings (Cayman) Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom Network 1 Financial Securities, Inc. is acting as representative (in such capacity, the “Representative” and if there are no underwriters other than the Representative, references to multiple “Underwriters” shall be disregarded and the term Representative as used herein shall have the same meaning as “Underwriter”), in connection with the proposed public offering by the Company of the Securities (as defined below).
DATED ___29th November____________2024Share Sale and Purchase Agreement • May 9th, 2025 • Phaos Technology (Cayman) Holdings LTD • Industrial instruments for measurement, display, and control • Virgin Islands
(The Vendors and the Purchaser are collectively referred to as the “Parties” and where the context permits or requires, “Party” shall mean any one of them.)
PHAOS TECHNOLOGY HOLDINGS (CAYMAN) LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • July 22nd, 2026 • PHAOS TECHNOLOGY HOLDINGS (CAYMAN) LTD • Industrial instruments for measurement, display, and control • New York
The undersigned, Phaos Technology Holdings (Cayman) Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom Network 1 Financial Securities, Inc. is acting as representative (in such capacity, the “Representative” and if there are no underwriters other than the Representative, references to multiple “Underwriters” shall be disregarded and the term Representative as used herein shall have the same meaning as “Underwriter”), in connection with the proposed public offering by the Company of the Securities (as defined below).
FORM OF CLASS A ORDINARY SHARE PURCHASE WARRANT PHAOS TECHNOLOGY HOLDINGS (CAYMAN) LIMITEDClass a Ordinary Share Purchase Warrant • May 18th, 2026 • PHAOS TECHNOLOGY HOLDINGS (CAYMAN) LTD • Industrial instruments for measurement, display, and control • New York
THIS CLASS A ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time or times on or after [●], 2026 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the fifth -year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from PHAOS TECHNOLOGY HOLDINGS (CAYMAN) LIMITED, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), up to ______ Class A Ordinary Shares, par value US$0.0001 per share (the “Ordinary Share”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
DATED 28th October 2024 BETWEEN The parties whose details are set out in Schedule 1 (each a Vendor, collectively the Vendors) AND Phaos Technology Holdings (BVI) Limited (Company No. 2143510) (Purchaser) SHARE SALE AND PURCHASE AGREEMENT IN RESPECT OF...Share Sale and Purchase Agreement • May 9th, 2025 • Phaos Technology (Cayman) Holdings LTD • Industrial instruments for measurement, display, and control
(The Vendors and the Purchaser are collectively referred to as the "Parties" and where the context permits or requires, "Party" shall mean any one of them.)
UNDERWRITING AGREEMENTUnderwriting Agreement • July 25th, 2025 • Phaos Technology (Cayman) Holdings LTD • Industrial instruments for measurement, display, and control • New York
The undersigned, Phaos Technology Holdings (Cayman) Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and that certain selling shareholders set forth on Schedule II hereto (the “Selling Shareholders”) hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom Network 1 Financial Securities, Inc. is acting as representative (in such capacity, the “Representative” and if there are no underwriters other than the Representative, references to multiple “Underwriters” shall be disregarded and the term Representative as used herein shall have the same meaning as “Underwriter”), in connection with the proposed initial public offering by the Company and the Selling Shareholders of the Shares (as defined below).
Research and Development AgreementResearch and Development Agreement • February 19th, 2025 • Phaos Technology (Cayman) Holdings LTD • Industrial instruments for measurement, display, and control
THIS RESEARCH AND DEVELOPMENT AGREEMENT (this “Agreement”) is made and entered into as of [January 1st, 2024] (the “Effective Date”) by and between:
ContractConvertible Loan Agreement • February 19th, 2025 • Phaos Technology (Cayman) Holdings LTD • Industrial instruments for measurement, display, and control
Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and is the type of information that the Company treats as private or confidential, as indicated by the marking “[REDACTED]”.
PHAOS TECHNOLOGY HOLDINGS (CAYMAN) LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • November 14th, 2025 • Phaos Technology (Cayman) Holdings LTD • Industrial instruments for measurement, display, and control • New York
The undersigned, Phaos Technology Holdings (Cayman) Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and that certain selling shareholders set forth on Schedule II hereto (the “Selling Shareholders”) hereby confirms its agreement (this “Agreement”) to issue and sell to the underwriter or underwriters, as the case may be, named in Schedule I hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom Network 1 Financial Securities, Inc. is acting as representative (in such capacity, the “Representative” and if there are no underwriters other than the Representative, references to multiple “Underwriters” shall be disregarded and the term Representative as used herein shall have the same meaning as “Underwriter”), in connection with the proposed initial public offering by the Company and the Selling Shareholders of the Shares (as defined below).