Collab Z Inc. Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • August 11th, 2025 • Collab Z Inc. • Real estate • New York

The undersigned, Collab Z Inc., a Nevada corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with R.F. Lafferty & Co., Inc. (hereinafter referred to as “you” (including its correlatives) or the “Representative” and the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as the representative to sell an aggregate of [●] shares (the “Firm Shares”) of common stock of the Company, par value $0.001 per share (the “Common Stock”), and at the election of the Representative, up to an additional [●] shares of Common Stock (the “Option Shares”) and, together with the Firm Shares, the “Shares”) as follows:

BOARD OF DIRECTORS AGREEMENT
Board of Directors Agreement • August 11th, 2025 • Collab Z Inc. • Real estate

This BOARD OF DIRECTORS AGREEMENT (“Agreement”) dated as of July 22, 2025, by and between Collab Z Inc., a Nevada corporation (the “Company”), and Zhe Zhang (the “Director”), provides for director services, according to the following terms and conditions:

BOARD OF DIRECTORS AGREEMENT
Board of Directors Agreement • February 27th, 2026 • Collab Z Inc. • Real estate

This BOARD OF DIRECTORS AGREEMENT (“Agreement”) dated as of July 22, 2025, by and between Collab Z Inc., a Nevada corporation (the “Company”), and Matthew Gordon (the “Director”), provides for director services, according to the following terms and conditions:

LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • February 27th, 2026 • Collab Z Inc. • Real estate • Nevada

This Limited Liability Company Agreement (this “Agreement”) of Collab-Gemini Real Estate Management LLC, a Nevada limited liability company (the “Company”), dated as of the is made and entered into by and among _____(the “Local Member”), having an address at _____, COLLAB Z INC., a Nevada corporation (the “Collab Member”), having an address at 29 Orinda Way, Unit 2060, Orinda, CA 94563 and the Company. The Local Member and the Collab Member are hereinafter collectively referred to as the “Members” and each individually as a “Member”.

BOARD OF DIRECTORS AGREEMENT
Board of Directors Agreement • February 27th, 2026 • Collab Z Inc. • Real estate • Nevada

This BOARD OF DIRECTORS AGREEMENT (“Agreement”) dated as of May 1, 2025, by and between Collab Z Inc., a Nevada corporation (the “Company”), and William J. Caragol (the “Chairman” or the “Director”), provides for director services, according to the following terms and conditions:

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • February 27th, 2026 • Collab Z Inc. • Real estate • Delaware

THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of January __, 2025 is entered into between YRQ Irrevocable Trust, a trust located at 29 Orinda Way Unit 536 Orinda, CA, 94563-6922 United States (the “Seller”), and Albert Wang (the “Buyer”).

BOARD OF DIRECTORS AGREEMENT
Board of Directors Agreement • July 21st, 2025 • Collab Z Inc. • Real estate • Nevada

This BOARD OF DIRECTORS AGREEMENT (“Agreement”) dated as of May 1, 2025, by and between Collab Z Inc., a Nevada corporation (the “Company”), and William J. Caragol (the “Chairman” or the “Director”), provides for director services, according to the following terms and conditions:

UNDERWRITING AGREEMENT
Underwriting Agreement • May 26th, 2026 • Collab Z Inc. • Real estate • New York

The undersigned, Collab Z Inc., a Nevada corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with American Trust Investment Services, Inc. and WestPark Capital, Inc., the “Representatives”, and the Representatives and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) and with the other underwriters named on Schedule 1 hereto for which the Representatives are acting as the representatives to sell an aggregate of [●] shares (the “Firm Shares”) of common stock of the Company, par value $0.001 per share (the “Common Stock”), and at the election of the Representatives, up to an additional [●] shares of Common Stock (the “Option Shares”) and, together with the Firm Shares, the “Shares”) as follows:

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 27th, 2026 • Collab Z Inc. • Real estate • Nevada

This Securities Purchase Agreement (the “Agreement”) is made and entered into as of __, 2025, by and among Collab Z Inc., a Nevada corporation (the “Company”), and each individual or entity named on the Schedule of Investors attached hereto (each such individual or entity, individually, a “Investor” and all of such individuals or entities, collectively, the “Investors” and together with the Company, the “Parties” and individually, a “Party”).

FORM OF SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 27th, 2026 • Collab Z Inc. • Real estate • Nevada

This Securities Purchase Agreement (the “Agreement”) is made and entered into as of [ ], 2026 by and among Collab Z Inc., a Nevada corporation (the “Company”), and each individual or entity named on the Schedule of Investors attached hereto (each such individual or entity, individually, a “Investor” and all of such individuals or entities, collectively, the “Investors” and together with the Company, the “Parties” and individually, a “Party”).

REORGANIZATION AGREEMENT AND PLAN OF SHARE EXCHANGE
Reorganization Agreement and Plan of Share Exchange • February 27th, 2026 • Collab Z Inc. • Real estate • Nevada

This REORGANIZATION AGREEMENT AND PLAN OF SHARE EXCHANGE (this “Agreement”), dated as of December __, 2024, is entered into by and among Collab CA LLC, a California limited liability company (“Collab LLC”), Collab Z Inc., a Nevada corporation (the “Holding Company”), and the sole member of Collab LLC listed on the Schedule A hereto (the “Member”). Each of the Member, Collab LLC and the Holding Company is a “party” to this Agreement, and one of more of them are the “parties” hereto as the context may require.

STOCK ASSIGNMENT AGREEMENT
Stock Assignment Agreement • February 27th, 2026 • Collab Z Inc. • Real estate • Delaware

THIS STOCK ASSIGNMENT AGREEMENT (this “Agreement”), dated as of January __, 2025 is entered into between YRQ Irrevocable Trust, a trust located at 29 Orinda Way Unit 536 Orinda, CA, 94563-6922 United States (the “Seller”), and Min Cai (the “Buyer”).

Contract
Purchase Warrant Agreement • August 11th, 2025 • Collab Z Inc. • Real estate • New York

THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 2025 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) R.F. LAFFERTY & CO., INC. OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF R.F. LAFFERTY & CO., INC.

CANCELLATION AND RELEASE AGREEMENT
Cancellation and Release Agreement • February 27th, 2026 • Collab Z Inc. • Real estate • New York

WHEREAS the Parties previously entered into that certain Securities Purchase Agreement dated September __, 2024 (the “SPA”), pursuant to which the Purchaser agreed to purchase, and the Company agreed to issue, up to 6,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) upon the terms and conditions hereof. (the “Securities”);

ADVISORY AGREEMENT
Advisory Agreement • February 27th, 2026 • Collab Z Inc. • Real estate • Florida

THIS ADVISORY AGREEMENT (the “Agreement”) is made effective May 6, 2024, between Blake Elliot Inc., a Florida corporation (the “Advisor”), and Collab (USA) Capital LLC a Delaware limited liability company, whose principal place of business is located at 745 5th Ave, Suite 500, New York, NY 10151 (the “Company”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • February 27th, 2026 • Collab Z Inc. • Real estate • New York

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September , 2024, by and among Collab Z Inc., a Nevada corporation (the “Company”), and the undersigned (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

FORM OF SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 23rd, 2026 • Collab Z Inc. • Real estate • Nevada

This Securities Purchase Agreement (the “Agreement”) is made and entered into as of [ ], 2026 by and among Collab Z Inc., a Nevada corporation (the “Company”), and each individual or entity named on the Schedule of Investors attached hereto (each such individual or entity, individually, a “Investor” and all of such individuals or entities, collectively, the “Investors” and together with the Company, the “Parties” and individually, a “Party”).

PROPERTY MANAGEMENT AGREEMENT BETWEEN COLLAB CA LLC AND
Property Management Agreement • February 27th, 2026 • Collab Z Inc. • Real estate • California

This PROPERTY MANAGEMENT AGREEMENT (this “Agreement”), dated as of ______________, is entered into between Collab CA LLC, a California limited liability company (the “Property Manager”), and a [●] organized under the laws of [●] (the “Company”).

CONSULTING AGREEMENT
Consulting Agreement • February 27th, 2026 • Collab Z Inc. • Real estate • Nevada

This Consulting Agreement (this “Agreement”) is entered into by and between Zhaoju (“Kelly”) Shen, an individual residing in Georgia (“Consultant”), and Collab CA LLC, a California limited liability company (the “Company”), as of October 23, 2024 (the “Effective Date”). Consultant and the Company are sometimes referred to collectively in this Agreement as the “parties” or individually as a “party.”