BLOOMZ INC. UNDERWRITING AGREEMENTUnderwriting Agreement • March 20th, 2024 • BloomZ Inc. • Services-allied to motion picture production • New York
The undersigned, BloomZ Inc., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement (this “Agreement”) with Network 1 Financial Securities, Inc. (the “Underwriter”) to issue and sell to the Underwriter an aggregate of [1,250,000] Ordinary Shares, par value $0.00000002, of the Company (“Shares”). The offering and sale of securities contemplated by this Agreement is referred to herein as the “Offering.”
Underwriter’s WarrantBloomZ Inc. • March 20th, 2024 • Services-allied to motion picture production • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES BY HIS, HER OR ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS BEGINNING ON THE date of the commencemEnt of sales of the offering pursuant the registration statement No: 333-275223 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION: (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT TO ANYONE OTHER THAN OFFICERS OR PARTNERS OF NETWORK 1 Financial Securities, Inc., EACH OF WHOM SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, IN ACCORDANCE WITH FINRA CONDUCT RULE 5110(E)(1), OR (B) CAUSE THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(e)(2).
BloomZ Inc. Independent Director Agreement Dated as of [_________], 2023Independent Director Agreement • October 31st, 2023 • BloomZ Inc. • Services-allied to motion picture production
This Independent Director Agreement (this “Agreement”), dated and made effective as of the date first set forth above (the “Effective Date”), is entered into by and between BloomZ Inc., an exempted company incorporated in the Cayman Islands (“Company”), and [______________] (“Director”). The Company and Director may be referred to herein individually as a “Party” or collectively as the “Parties”.
BloomZ Inc. Director Indemnification Agreement Dated as of [_________], 2023Director Indemnification Agreement • October 31st, 2023 • BloomZ Inc. • Services-allied to motion picture production
This Director Indemnification Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between BloomZ Inc., an exempted company incorporated in the Cayman Islands (“Company”), and [______________] (the “Indemnitee”). The Company and Indemnitee may collective be referred to as the “Parties” and each individually as a “Party”.
CONSULTING AND SERVICES AGREEMENT Dated as of January 11, 2023Consulting and Services Agreement • October 31st, 2023 • BloomZ Inc. • Services-allied to motion picture production • Delaware
This Consulting and Services Agreement (“Agreement”) is made and entered into as of the date first set forth above (the “Effective Date”), by and between kk.BloomZ, a Japanese corporation (the “Company”) and HeartCore Enterprises, Inc., a Delaware corporation (“Consultant”). Each of the Company and Consultant may be referred to herein individually as a “Party” and collectively as the “Parties.”
Basic Service AgreementBasic Service Agreement • October 31st, 2023 • BloomZ Inc. • Services-allied to motion picture production
[_______________] (hereinafter referred to as “Party A”) and KK BloomZ. (hereinafter referred to as “Party B”), enter into the following basic service agreement (hereinafter referred to as the “Agreement”) concerning Party A’s outsourcing of business to Party B as follows.
Financial Loan AgreementFinancial Loan Agreement • October 31st, 2023 • BloomZ Inc. • Services-allied to motion picture production
CyberStep, Inc. (hereinafter referred to as ‘Party A’) and KK BloomZ (hereinafter referred to as ‘Party B’) hereby enter into the following Financial Loan Agreement as follows.
BloomZ Inc. Executive Employ Agreement Dated as of [_________], 2023Executive Employ Agreement • October 31st, 2023 • BloomZ Inc. • Services-allied to motion picture production • New York
This Executive Employment Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between BloomZ Inc., an exempted company incorporated in the Cayman Islands (the “Company”) and [___________] (the “Executive”). The Company and Executive may collective be referred to as the “Parties” and each individually as a “Party”.
