Browse EX-10 agreements

VIRAX BIOLABS GROUP LIMITED

July 9, 2026

Holder of Preferred Investment Options Issued in December 2025 and October 2023

Re:	Inducement Offer to Exercise Preferred Investment Option Issued in December 2025 and October 2023

Dear Holder:

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PLACEMENT AGENT WARRANT TO PURCHASE

ORDINARY SHARES

FAST TRACK GROUP

Warrant Shares: 209,302	Initial Exercise Date: July 9, 2026

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THIS PLACEMENT AGENT WARRANT TO PURCHASE ORDINARY SHARES (the “Warrant”) certifies that, for value received, Z2 Capital, LLC, a division of and securities offered through Alexander Capital, L.P. 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July 9, 2031 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Fast Track Group, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), up to 209,302 Ordinary Shares (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one War

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REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 8, 2026, is by and between Tumim Stone Capital, LLC, a Delaware limited liability company (the “Investor”), and Fast Track Group, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”).

RECITALS

A. The Company and the Investor have entered into that certain Ordinary Share Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), pursuant to which the Company may issue, from time to time, to the Investor up to $20,000,000 in aggregate gross purchase price of newly issued ordinary shares of the Company, par value $0.001 per share (“Ordinary Shares”), as provided for therein.

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July 8, 2026

No. 24-01, Parkview Square

600 North Bridge Road

Singapore, 188778

Attn: Lim Sin Foo, Harris, CEO

Re: Placement Agency Agreement

Dear Harris:

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Fast Track Group, an exempted company with limited liability incorporated under the laws of the Cayman Islands (hereinafter referred to as the “Company” or “you”), proposes to offer for sale in a private placement a maximum of Thirty Million Dollars ($30,000,000) (the “Offering”) in equity, preferred equity, convertible preferred equity, convertible debt, senior secured debt, junior debt, and/or other debt financing instruments (the “Securities”).

The undersigned, Z2 Capital, LLC, a division of and securities offered through Alexander Capital, L.P. (“Z2 Capital”), a broker/dealer registered with the U.S. Securities and Exchange Commission (“SEC”) and a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”), hereinafter referred to as the “Placement Agent”, “we” or “our”) hereby offers its services to the Company as the Placement Agent for the Offering.

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ORDINARY SHARE PURCHASE AGREEMENT

Dated as of July 8, 2026

by and between

FAST TRACK GROUP

and

Tumim Stone Capital,** LLC**

Table of Contents

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		Page

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SECURITY AGREEMENT

This SECURITY AGREEMENT, dated as of July 8, 2026 (this “Agreement”), is among Fast Track Group, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”), the holders of the Company’s Senior Secured Convertible Notes due twelve (12) months following their dates of issuance, in the original aggregate principal amount of at least $1,666,666.67 (collectively, the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”) and 3i, LP, in its capacity as agent for the Secured Parties (“Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to the Purchase Agreement (as defined in the Notes), the Secured Parties have severally agreed to extend the loans to the Company evidenced by the Notes;

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REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 8, 2026, is by and between 3i, LP, a Delaware limited partnership (the “Investor”), and Fast Track Group, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”).

RECITALS

A. The Company and the Investor have entered into that certain Securities Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), pursuant to which the Company has agreed, upon the terms and subject to the conditions of the Purchase Agreement, to issue and sell the Investor the Notes and Warrants (as defined in the Purchase Agreement), which will be convertible or exercisable, as applicable into Conversion Shares or Warrant Shares (as defined in the Purchase Agreement) in accordance with the terms of the Notes or Warrants.

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SUBSIDIARY GUARANTEE

SUBSIDIARY GUARANTEE, dated as of July 8, 2026 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), for the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated July 8, 2026, between Fast Track Group, an investment holding company organized under the laws of the Cayman Islands (the “Company”) and the Purchasers.

W I T N E S S E T H:

WHEREAS, pursuant to that certain Securities Purchase Agreement, dated as of July 8, 2026, by and between the Company and the Purchasers (the “Purchase Agreement”), the Company has agreed to sell and issue to the Purchasers, and the Purchasers have agreed to purchase from the Company the Notes and the Warrants (as defined in the Purchase Agreement), subject to the terms and conditions set forth therein;

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INDEPENDENT DIRECTOR AGREEMENT

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**THIS INDEPENDENT DIRECTOR AGREEMENT **(this “Agreement”), dated as of July 10, 2026, is by and between Etoiles Capital Group Co., Ltd, a company incorporated under the laws of the Cayman Islands (the “Company”), and Wesley Chu, an individual (the “Director”) and shall become effective on the date this Agreement (the “Effective Date”).

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RECITALS

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WHEREAS, the Company desires to appoint the Director to serve on the Company’s board of directors (the “Board”) and the Director desires to accept such appointment to serve on the Board; and

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WHEREAS, the Director may be appointed to serve as a member or chair of one or more committees of the Board.

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AGREEMENT

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SHARE ACQUISITION AGREEMENT

This Share Acquistion Agreement (this “Agreement”) is made and entered into as of July 9, 2026, by and among:

	(1)	NaaS Technology Inc. (“NaaS” or the “Purchaser”), an exempted company incorporated under the laws of the Cayman Islands, whose American Depositary Shares are listed on the Nasdaq Capital Market;

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Exhibit 10.1

THIS SUBSCRIPTION AGREEMENT (THIS “AGREEMENT”) RELATES TO AN OFFER AND SALE OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S (AS DEFINED HEREIN) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).

本认购协议（本**“协议”）与向非美国人士（见协议中定义）邀约出售证券的离岸交易相关, **遵循美国 1933 年证券法及其修订案（“证券法”）下的 **S **条例（见协议中定义）。

NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE SECURITIES ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

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