Browse EX-10 agreements

INVESTORS’ RIGHTS AGREEMENT

 

THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 5 day of September, 2024 by and among Silentium Ltd., an Israeli company (the “Company”), those certain holders of Series Preferred A SharesB-1 Preferred Shares, Series B-2 Preferred Shares, and Series C Preferred Shares, listed in Schedule A hereto (the “Investors”), [and those certain holders of the Ordinary Shares of the Company listed in Schedule B hereto (“Ordinary Shareholders”).

 

RECITALS

 

W I T N E S S E T H :

 

WHEREAS, the Company and certain of the Investors are parties to the Preferred C Share Purchase and Recapitalization Agreement of even date herewith (the “Purchase Agreement”);

 

WHEREAS, the Company and certain of the Investors are parties to an Amended and Restated Investor Rights Agreement dated May 25, 2021 (the “Prior Agreement”);

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Effective Date: Date of First Drawdown of Credit Line by the Company

 

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED IF AT THAT TIME ANY SECURITIES OF THE CORPORATION HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR PROSPECTUS FILING THEREUNDER OR EXEMPTIONS FROM SUCH REGISTRATION AND PROSPECTUS REQUIREMENTS. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF HOLDER’S COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

 

To:

 

Mizrahi Tefahot Bank Ltd.

 

WARRANT

 

To Purchase Preferred D Shares

 

OF

 

SILENTIUM LTD.

 

VOID AFTER 5:00 P.M. (prevailing Israel time)

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SILENTIUM LTD.

 

SERIES C PREFERRED SHARE PURCHASE AND RECAPITALIZATION

AGREEMENT

 

This SERIES C PREFERRED SHARE PURCHASE AGREEMENT (this “Agreement”) effective as of September 5, 2024 (the “Effective Date”) by and between Silentium Ltd, a private company incorporated under the laws of the State of Israel (the “Company”), and the purchasers whose names are set forth in Exhibit A and Exhibit A-1 attached hereto (each a “Purchaser” and together the “Purchasers”).

 

BACKGROUND

 

WHEREAS, the Company desires to raise capital by means of issuance and sale of up to 1,538,461,538 shares of Series C Preferred Shares, of no par value, of the Company (the “New Series C Shares” or the “Purchased Shares”), at a purchase price of US$ 0.00325 per share (the “Preferred C Price Per Share”) and an aggregate purchase price of up to US$3,625,000 (the “Purchase Price”);

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Form of Lock-Up Agreement

Maxim Group LLC

300 Park Avenue, 16th Floor

New York, New York 10022

Ladies and Gentlemen:

 

The undersigned understands that you, as the placement agent (“Placement Agent”), propose to enter into a Placement Agent Agreement (the “PAA”) with Eshallgo Inc, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), relating to the proposed offering of Securities (the “Offering”) including the class A ordinary shares of par value of US$0.0016 each of the Company (the “Ordinary Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the PAA.

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SECURITIES PURCHASE AGREEMENT

 

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of [-], 2026, between Eshallgo Inc, an 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”).

 

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

 

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

 

ARTICLE I. DEFINITIONS

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TENANCY AGREEMENT (COMMERCIAL / INDUSTRIAL)

 

THIS AGREEMENT is made on the 26 March 2025

 

BETWEEN

Name : Holee Pte Ltd

UEN No : 201222904N

 

(hereinafter called “the Landlord” which expression shall where the context so admits include the person entitled for the time being to the reversion immediately expectant on the term hereby created) of the one part.

 

AND

Name : All Best App Pte Ltd

UEN No : 202338637G

 

(hereinafter called “the Tenant” which expression shall where the context so admits include the Tenant’s successors and assigns) of the other part.

 

WHEREBY IT IS AGREED as follows:

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EXECUTIVE OFFICER AGREEMENT

THIS EXECUTIVE OFFICER AGREEMENT (this “Agreement”), dated as of June 5, 2026, is by and between Star Integratia Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), and Joyce LAI Xin, an individual (the “Executive Officer”).

 

AGREEMENT

1. Appointment. The Executive Officer was appointed as chief executive officer (the “CEO”) of the Company on May 25, 2026. This Agreement serves to regulate the employment relationship between the Company and the Executive Officer from the effective date of the registration statement of the Company’s initial public offering (“Effective Date”). For the avoidance of doubt, this Agreement shall not affect the effectiveness of the appointment of the Executive Officer on May 25, 2026, nor the Executive Officer’s employment relationship with the Company prior to the effectiveness of the registration statement. The Company shall employ the Executive Officer and the Executive Officer shall diligently and faithfully serve as the CEO pursuant to the terms and conditions of thi

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DIRECTOR AGREEMENT

 

THIS DIRECTOR AGREEMENT (this “Agreement”), dated as of June 5, 2026 is by and between Star Integratia Limited, a company incorporated under the laws of the Cayman Islands (the “Company”, together with its subsidiaries, the “Group”), and LIM Kiam Kiam, an individual (the “Director”).

 

RECITALS

 

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

 

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

 

AGREEMENT

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INDEPENDENT DIRECTOR AGREEMENT

 

This DIRECTOR AGREEMENT (the “Agreement”) is made and entered into as of this [  ] day of [  ], by and between Star Integratia Limited, a Cayman Islands corporation (the “Company”), and [  ] (the “Independent Director”) and shall become effective on the closing date of the Company’s initial public offering (the “Effective Date”).

 

WHEREAS, the Company desires to engage the Independent Director, and the Independent Director desires to serve, as a non-employee director of the Company, subject to the terms and conditions contained in this Agreement.

 

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the receipt of which is hereby acknowledged, the Company and the Independent Director, intending to be legally bound, hereby agree as follows:

 

1. DEFINITIONS.

 

(a) “Corporate Status” describes the capacity of the Independent Director with respect to the Company and the services performed by the Independent Director in that capacity.

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of [●], 2026, between Intercont (Cayman) Limited, an 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”).

 

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

 

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

 

ARTICLE I

DEFINITIONS

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LETTER OF OFFER

Date: 24-02-2020

CA No.: 20000492/CA/20/01

MEKAR SUBUR AV SDN BHD (1055070D)

NO. 35-G & 35-1,

JALAN 2/115A,

TAMAN PAGAR RUYUNG,

JALAN KUCHAI LAMA,

58200 KUALA LUMPUR MALAYSIA

Dear Sirs,

RE:	BANKING FACILITY GRANTED TO MEKAR SUBUR AV SDN BHD (1055070D) (“BORROWER”)

We, RHB Bank Berhad (“the Bank”) are pleased to inform you that the Bank has agreed to offer you the banking facility(ies) as stated below; subject to the following terms and conditions:-

1.	THE BANKING FACILITY(IES)

The banking facility granted or to be granted to you are as follows, subject to Government of Malaysia (GOM) providing its guarantee on the Banking Facility. Should the GOM decline to provide such guarantee on the Banking Facility, the Bank may at its absolute discretion terminate the Banking Facility or revise the terms and conditions of the Banking Facility.

	FACILITY		Limit
	SME Online Financing Term Loan		RM700,000.00

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Date:	30/03/2020

PRIVATE & CONFIDENTIAL

MEKAR SUBUR AV SDN. BHD.

1055070D

NO. 35-G & 35-1 JALAN 2/115A

TAMAN PAGAR.RUYUNG JALAN KUCHAI LAMA

58200                                                      KUALA LUMPUR

W. PERSEKUTUAN

Dear Sir/Madam,

NOTIFICATION LETTER

Re : Standard Chartered Bank Business Instalment Loan (“the Facility”)

This is the full notification further to our earlier SMS informing you of the approval of your application for Business Instalment Loan facility with us.

	(i)	Facility Amount (RM)	:	1,000,000.00
	(ii)	Effective Interest Rate (% + BLR)	:	6.75% + 6.20% = 12.95% p.a on monthly rest basis	(variable rate)
	(iii)	Tenor (Months)	:	84
	(iv)	Monthly Installment Amount (RM)	:	18,164.79
	(v)	Guarantee Scheme (if applicable)	:	CGC
	(vi)	Loan Account Number	:	60080159
	(vii)	Date of disbursement	:	30/03/2020

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