0001641172-25-013177 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:

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.