GATES GROUP Inc. Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • June 2nd, 2025 • GATES GROUP Inc. • Real estate • New York

The undersigned, Gates Group Inc., a joint stock corporation organized under the laws of Japan (the “Company”), hereby confirms its agreement (this “Agreement”) with ________________ (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative to the several underwriters (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

2nd STOCK ACQUISITION RIGHTS ALLOTMENT AGREEMENT
Stock Acquisition Rights Allotment Agreement • December 2nd, 2024 • GATES GROUP Inc. • Real estate

Heartcore Financial, Inc. (the “Holder”) and GATES GROUP, Inc. (the “Issuer”) enter into this STOCK ACQUISITION RIGHTS ALLOTMENT AGREEMENT (this “Agreement”) as of June 19, 2024 (the “Signing Date”) concerning allotment of stock acquisition rights by the Issuer to the Holder as follows:

SERVICE AGREEMENT Dated as of October 2, 2023
Service Agreement • December 2nd, 2024 • GATES GROUP Inc. • Real estate

This Service Agreement (“Agreement”) is made and entered into as of the date first set forth above (the “Effective Date”), by and between GATES GROUP Inc., a Japanese Corporation (the “Company”) and HeartCore Enterprises, Inc., a Delaware corporation (“PMO”). Each of the Company and PMO may be referred to herein individually as a “Party” and collectively as the “Parties.”

Loan Agreement Certificate
Loan Agreement • December 2nd, 2024 • GATES GROUP Inc. • Real estate
Hypothecation Agreement
Hypothecation Agreement • January 16th, 2025 • GATES GROUP Inc. • Real estate
Development Outsourcing Basic Contract
Development Outsourcing Contract • November 5th, 2024 • GATES GROUP Inc. • Real estate

Sellgate Japan Co., Ltd. (hereinafter referred to as “Party A”) and Onplanetz Co., Ltd. (hereinafter referred to as “Party B”) have concluded the following development outsourcing contract (hereinafter referred to as the “Contract”).

Loan Agreement Certificate (Equal Principal Repayment; for Tibor)
Loan Agreement • November 5th, 2024 • GATES GROUP Inc. • Real estate
Agreement on Waiver of Stock Acquisition Rights
Waiver Agreement • June 2nd, 2025 • GATES GROUP Inc. • Real estate

HeartCore Financial, Inc. (hereinafter referred to as the “Rights Holder”) and GATES GROUP Inc. (hereinafter referred to as the “Issuing Company”) hereby enter into this agreement (hereinafter referred to as the “Agreement”) regarding the stock acquisition rights of the Issuing Company (hereinafter referred to as the “Stock Acquisition Rights”) held by the Rights Holder, as set forth below.

Amendment No. 1 to Service Agreement Dated as of June 7, 2024
Service Agreement • December 2nd, 2024 • GATES GROUP Inc. • Real estate • Delaware

This Amendment No. 1 to Consulting and Services Agreement (this “Amendment”) is entered into as of the date first set forth above (the “Amendment Date”), by and among GATES GROUP Inc., a Japanese Corporation (the “Company”) and HeartCore Enterprises, Inc., a Delaware Corporation (“PMO 1”) and HeartCore Financial, Inc., a Delaware Corporation (“PMO 2”). Each of the Company and PMO1 and PMO 2 may be referred to herein individually as a “Party” and the Company and the PMO 1 may be referred to the “Parties” and the Company and PMO 1 and PMO 2 may be referred to “All Parties”.

Banking Transaction Agreement
Banking Transaction Agreement • November 5th, 2024 • GATES GROUP Inc. • Real estate

Party A and Party B agree as follows with respect to the transactions between Party A and Party B (hereinafter referred to as the “Agreement”).

Share Pledge Agreement
Share Pledge Agreement • January 16th, 2025 • GATES GROUP Inc. • Real estate • Tokyo

SAISON FUNDEX CORPORATION (hereinafter referred to as the “Pledgee”) and GATES Inc. (hereinafter referred to as the “Pledgor and Obligor”) have entered into a share pledge agreement (hereinafter referred to as the “Agreement”) on April 10, 2023 (hereinafter referred to as the “Execution Date”).