Browse EX-10 agreements

KOEI GROUP CO., LTD.

2026 EQUITY INCENTIVE COMPENSATION PLAN

 

1.Purpose; Eligibility.

 

1.1General Purpose. The name of this plan is the Koei Group Co., Ltd. 2026 Equity Incentive Compensation Plan (the “Plan”). The purposes of the Plan are to (a) enable Koei Group Co., Ltd., a Japanese joint-stock corporation (the “Company”), and any Affiliate to attract and retain the types of Employees, Consultants, Directors and Statutory Auditors who will contribute to the Company’s long term success; (b) provide incentives that align the interests of Employees, Consultants, Directors and Statutory Auditors with those of the shareholders of the Company; and (c) promote the success of the Company’s business.

 

1.2Eligible Award Recipients. The persons eligible to receive Awards are the Employees (including Officers), Consultants, Directors and Statutory Auditors of the Company and its Affiliates and such other individuals designated by the Committee who are reasonably expected to become Employees, Consultants, Directors and Statutory Auditors after the receipt of Awards.

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SHARE SALE AND PURCHASE AGREEMENT

THIS SHARE SALE AND PURCHASE AGREEMENT (“SPA”) is entered into as of 19 December 2025 (“Effective Date”).

 

BY AND BETWEEN:

(1)

HIDAKA HOLDLINGS (2008) CO., LTD., a company incorporated and existing under the laws of Thailand, having its registered office at 27 Hidaka Building, Floor 4 Soi Bangna-Trad 25, Bangna-Trad Road, Bangna Nuea Subdistrict, Bangna District, Bangkok 10260, Thailand (“Purchaser”); and

 

 

(2)

KOEI JAPAN CO., LTD., a company incorporated and existing under the laws of Japan, having its registered office at 1-13-3 Fukuura, Kanazawa-ku, Yokohama-shi, Kanagawa 236-0004, Japan (“Seller”).

 

Each of the Purchaser and the Seller may be referred to individually as a “Party” and collectively as the “Parties”.

WHEREAS:

(A)

The Purchaser intends to acquire forty-nine (49) percent of the total Shares in the Company from the Seller.

 

 

(B)

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August 25, 2025

 

Via Email: makiwagner3@gmail.com

Maki Wagner

 

Dear Maki,

 

Koei US, Inc. (“Koei” or the “Company”) is pleased to offer you the position of Chief Communications Officer (“CCO”). We are confident that your expertise and experience will be a valuable asset to our team. We look forward to having you contribute to the growth and success of our Company.

 

YOUR EMPLOYMENT WITH KOEI WILL BE “AT WILL” MEANING THAT EITHER YOU OR KOEI MAY TERMINATE THE EMPLOYMENT RELATIONSHIP AT ANY TIME AND FOR ANY REASON, WITH OR WITHOUT CAUSE. FURTHERMORE, THE FOLLOWING ARE THE CONDITIONS OF YOUR EMPLOYMENT, WHICH MAY BE MODIFIED FROM TIME TO TIME AT THE DISCRETION OF KOEI.

1.

EMPLOYMENT DETAILS

 

●

Target Start Date: August 25, 2025

●

Position: Chief Communications Officer

●

Employment Type: Part-time, salary, non-exempt

●

Work Days: Monday through Friday

●

Work Hours: Not to exceed 29 hours per week

●

Annual Salary: $50,000

●

Location: San Antonio, Texas

●

Travel: 10% or less (periodic overnight travel will be required)

●

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Amendment No. 1 to Service Agreement

Dated as of 17 September 2025

 

This Amendment No. 1 to Service Agreement (this “Amendment”) is made and entered into as of the date first set forth above (the “Amendment Date”), by and between HeartCore Enterprises, Inc., a Delaware corporation (the “PMO”) and KOEI JAPAN CO., LTD. (formerly Koei Shoji Co., Ltd.), a Japanese corporation (the “Company”). Each of the Company and PMO may be referred to herein individually as a “Party” and collectively as the “Parties.”

 

WHEREAS, the Parties are parties to that certain Service Agreement, dated as of 11 April 2024 (the “Original Agreement”); and

 

WHEREAS, the Parties now desire to amend the Original Agreement, and pursuant to the provisions of Section 11(f) of the Original Agreement the Parties may amend the Original Agreement in writing;

 

NOW, THEREFORE, in consideration of the mutual promises set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

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Service Agreement

 

Dated as of April 11, 2024

 

This Service Agreement (“Agreement”) is made and entered into as of the date first set forth above (the “Effective Date”), by and between Koei Shoji Co., Ltd., a Japanese Corporation (the “Company”) and HeartCore Enterprises, Inc., a Delaware corporation (“PMO”). Each of the Company and PMO may be referred to herein individually as a “Party” and collectively as the “Parties.”

 

WHEREAS, PMO desires to provide certain project management office services to the Company in accordance with the terms and conditions contained hereinafter; and

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SHAREHOLDERS AGREEMENT

 

THIS SHAREHOLDERS AGREEMENT (this “Agreement” or the “SHA”) is made as of 24 February 2026 by and between:

 

HIDAKA HOLDINGS (2008) CO., LTD., a company incorporated under the laws of Thailand, having corporate registration number 0115551009709, with its registered office at 27 Hidaka Building, Floor 4 Soi Bangna-Trad 25, Bangna-Trad Road, Bangna Nuea Subdistrict, Bangna District, Bangkok 10260, Thailand (“HIDAKA”); and

 

KOEI JAPAN CO., LTD., a company incorporated under the laws of Japan, having corporate registration number 020001034739, with its registered office at 1-13-3 Fukuura, Kanazawa-ku, Yokohama-shi, Kanagawa 236-0004, Japan (“KOEI”).

 

Each a “Party” and, collectively, the “Parties”.

 

RECITALS:

 

A.

The Parties are or will be shareholders in Hidaka Koei (Thailand) Co., Ltd. (the “Company”).

 

B.

The Parties agree to enter into this Agreement to formalize their respective rights and obligations as shareholders of the Company in accordance with its terms.

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EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of March 1, 2025 (the “Effective Date”) by and between Koei US, Inc., a Texas corporation (the “Corporation”) and Robert Wagner (the “Executive”).

 

RECITALS

WHEREAS, the Corporation was initially formed as Nufika LLC, a Texas limited liability company, on January 3, 2023;

 

WHEREAS, in connection with the proposed investment of Daringate Co., Ltd., the Corporation converted from a Texas limited liability company to a Texas corporation as of 12:01 a.m. on March 1, 2025; and

 

WHEREAS, the Executive has been serving as the Chief Executive Officer (“CEO”) and Principal Engineer of Nufika, and both the Corporation and the Executive wish to formalize the continuation of his leadership role within the Corporation.

 

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the Corporation and the Executive agree as follows:

 

1.

EMPLOYMENT

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Loan Agreement

(Term Loan Agreement)

(1.4 billion yen)

Borrower: Koei Shoji Co., Ltd.

 

Arranger: Resona Bank, Limited

 

The Bank of Yokohama, Ltd.

 

Lender: Financial institutions listed in appendix 1 to this Agreement

 

Agent: Resona Bank, Limited

 

September 22, 2021

 

 

 

 

Table of Contents

 

Article 1. (Definition)

1

Article 2. (Rights and Obligations of Lenders)

6

Article 3. (Use of Funds)

7

Article 4. (Prerequisites for Loans)

7

Article 5. (Disbursement of Loans)

8

Article 6. (Non-disbursement of Loans)

8

Article 7. (Lender’s Disclaimer)

9

Article 8. (Repayment of Principal)

9

Article 9. (Interest Payment)

9

Article 10. (Early Repayment)

9

Article 11. (Late Fees)

10

Article 12. (Agent Fees)

10

Article 13. (Miscellaneous Expenses and Taxes and Public Dues, etc.)

10

Article 14. (Performance of Borrower’s Obligations)

10

Article 15. (Appropriation of Repayment)

11

Article 16. (Distribution to the Lender)

11

Article 17. (Representations and Warranties to Borrower)

12

Article 18. (Borrower’s Assurances)

13

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OUTSIDE DIRECTOR APPOINTMENT AGREEMENT

社外取締役就任契約書

 

This Outside Director Appointment Agreement (this “Agreement”) is entered into by and between Koei Group Co., Ltd. (the “Company”) and Ferdinand Groenewald (the “Director”).

Koei Group株式会社（以下「甲」という。）とFerdinand Groenewald（以下「乙」という。）は、次のとおり社外取締役就任契約書（以下「本契約」という。）を締結する。

 

Article 1 (Appointment as Outside Director)

第1条（社外取締役への就任）

 

Subject to the condition precedent that the Director is elected as a director at a general meeting of shareholders of the Company, the Company shall delegate to the Director the duties of an outside director (as defined in Article 2(15) of the Companies Act of Japan; the same shall apply hereinafter), and the Director shall accept such delegation.

甲は、乙が株主総会において取締役に選任されることを条件として、乙に対し社外取締役（会社法第2条第15号に定める「社外取締役」をいう。以下同じ。）としての職務を委任し、乙はこれを受任する。

 

Article 2 (Duties)

第2条（職務）

 

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First Series Stock Acquisition Rights Allotment Agreement

 

HeartCore Enterprise, Inc. (hereinafter the “Holder”) and Koei Group Co., Ltd. (hereinafter the “Issuer”) enter into this First Series Stock Acquisition Rights Allotment Agreement (hereinafter the “Agreement”) on September 17, 2025 (hereinafter the “Effective Date”) with respect to the allotment of stock acquisition rights by the Issuer to the Holder, as set forth below.

 

This Agreement supersedes Appendix 3 (“Appendix 3”) of the service agreement (hereinafter the “Service Agreement”) entered into between the Holder and the Issuer on April 11, 2024, and is executed as a replacement thereof.

 

Furthermore, with respect to the rights referred to as the “Warrant” in Section 5.(a)(ii) of the Service Agreement, this Agreement specifies and defines such rights as stock acquisition rights under the Companies Act of Japan.

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Share Purchase Agreement

This Share Purchase Agreement (hereinafter referred to as this “Agreement”) is entered into as of March 10, 2025 (hereinafter referred to as “Effective Date”) by and among Daringate Co., Ltd. (hereinafter referred to as “Daringate”), a company incorporated under the laws of Japan and having its registered address at Shinagawa Grand Central Tower, 2-16-3 Konan, Minato-ku, Tokyo 108-0075, Japan, Nufika LLC (hereinafter referred to as “Nufika” or “Koei US”), a limited liability company incorporated under the laws of State of Texas, U.S.A. and having its registered address at 23147 Treemont Park, San Antonio, Texas 78261, U.S.A., Robert Wagner, an individual having his registered address at 23147 Treemont Park, San Antonio, Texas 78261, U.S.A., Maki Wagner, an individual having her registered address at 23147 Treemont Park, San Antonio, Texas 78261, U.S.A., and Hannah Wagner, an individual having her registered address at 23147 Treemont Park, San Antonio, Texas 78261, U.S.A. (hereinafter, Robert Wagner, Maki Wagner and Hannah Wagner shall be collectively referre

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Shareholders Agreement

 

This Shareholders Agreement (this “Agreement”), made and entered into by and between the parties hereto on February 5, 2026.

 

“Party A”

 

KOEI JAPAN CO.,

LTD.

 

Address: 1-13-3 Fukuura, Kanazawa Ward,

Yokohama-shi

 

“Party B”

 

Siam Client Service Co., Ltd.

 

No. 2 Prima Sathorn Building, 7th floor, Room No. 8705-8706, Naradhiwas Rajanagarindra Road, Yannawa, Sathorn, Bangkok 10120

 

Party A requested Party B to make a capital contribution by way of purchase of the shares of the Company in order to engage in the business related to industrial waste disposal in Thailand.

 

Party B, in response to Party A’s request, agreed to the investment by way of purchase of such shares.

 

In consideration of the foregoing premises and the mutual covenants hereinafter set forth, the Parties agree as follows:

 

Article 1 (Purpose of Contract)

 

The parties hereto acknowledge that the purpose of this Agreement is to invest in a company in Thailand managed and operated by Party A as the main body.

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