0001213900-26-099264 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 11th, 2026 • iOThree LTD • Communications services, nec • New York

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of [ ], 2026, between iOThree Limited, a Cayman Islands 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”).

Form of Lock-Up Agreement
Lock-Up Agreement • September 11th, 2026 • iOThree LTD • Communications services, nec
WARRANT AGENCY AGREEMENT
Warrant Agency Agreement • September 11th, 2026 • iOThree LTD • Communications services, nec • New York

WARRANT AGENCY AGREEMENT made as of [_____] (“Issuance Date”), between iOThree Limited, an exempted company incorporated under the laws of the Cayman Islands, with offices at 161 Kallang Way, #07-01 and #07-08, Singapore 349247 (“Company”), and Broadridge Corporate Issuer Solutions, LLC, with offices at 51 Mercedes Way, Edgewood, NY 11717 (“Warrant Agent”).

ORDINARY SHARE PURCHASE WARRANT IOTHREE LIMITED
Ordinary Share Purchase Warrant • September 11th, 2026 • iOThree LTD • Communications services, nec • New York

THIS ORDINARY SHARE PURCHASE WARRANT (this “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 on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the third (3) year anniversary of the Initial Exercise Date, provided that, if such date is not a Trading Day, then the next Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from IOTHREE LIMITED, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), up to [______] Ordinary Shares (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).

CONFIDENTIAL Chief Executive Officer
Placement Agent Agreement • September 11th, 2026 • iOThree LTD • Communications services, nec • New York