0001213900-26-076744 Sample Contracts

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • July 9th, 2026 • Intercont (Cayman) LTD • Deep sea foreign transportation of freight • New York

This letter (this “Agreement”) constitutes the agreement between Intercont (Cayman) Limited (the “Company,” “we” or “us”) and Prime Number Capital, LLC (the “Placement Agent”), pursuant to which the Placement Agent shall serve as the exclusive placement agent for the Company, on a best-efforts basis, in connection with the proposed offer and sale by the Company of up to 8,000,000 units (collectively, the “Units”, and each, a “Unit”), each consisting of one Class A Ordinary Share, par value $0.0025 per share (the “Class A Ordinary Shares”), and one warrant to purchase one Class A Ordinary Share (each, a “Warrant,” and collectively with the Units, the Class A Ordinary Shares included in the Units, and the Class A Ordinary Shares issuable upon exercise of the Warrants, the “Securities”). The public offering price of the Units is $0.79 per Unit. The Company expressly acknowledges and agrees that the Placement Agent’s obligations hereunder are on a best-efforts basis only and that the execu

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 9th, 2026 • Intercont (Cayman) LTD • Deep sea foreign transportation of freight • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of [●], 2026, between Intercont (Cayman) Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).