Browse EX-10 agreements

Zoar Limited (f.k.a Dr Ashleys Limited)

1504, 15th Floor, Peninsula Square

18 Sung On Street, Hung Hom,

Kowloon, Hong Kong

[date], 2026

[Name]

I/C/O Zoar Limited

1504, 15th Floor, Peninsula Square

18 Sung On Street, Hung Hom,

Kowloon, Hong Kong

	Re:	Director Offer Letter

Dear [Name],

Zoar Limited (f.k.a Dr Ashleys Limited), a Cayman Islands company (the “Company”), is pleased to offer you a position as a member of its Board of Directors (the “Board”). We believe your background and experience will be a significant asset to the Company and we look forward to your participation on the Board. Should you choose to accept this position as a member of the Board, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company.

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SHARE EXCHANGE AGREEMENT

THIS SHARE EXCHANGE AGREEMENT, dated as of February 12, 2026 (the “Agreement”), is made by and among Dr Vishys SIA Limited (f.k.a. as Rupus Global Limited), a Hong Kong company (“Dr Vishys”), Kanans Visvanats (a.k.a. Kannan Vishwanattah), a Latvian citizen (the “Shareholder”), Dr Ashleys Bio Labs Limited, a Cayman Islands exempted company (“Dr Ashleys Cayman”). Each of Dr Vishys, the Shareholder, and Dr Ashleys Cayman is referred as a “Party” and collectively as the “Parties” hereinunder.

RECITALS

WHEREAS, as of the date of this Agreement, Dr Vishys, with 117,030,000 issued and outstanding ordinary shares with no par value, and Dr Ashleys Cayman, with 100 issued and outstanding ordinary shares, US$0.0001 par value per share, are both wholly owned by Dr Ashleys Shareholder;

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EMPLOYMENT AGREEMENT

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THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of _____, 2026, by and between Zoar Limited, a Cayman Islands exempted company incorporated with limited liability (the “Company”), and [●] (the “Executive”), to be effective as of the Effective Date (as defined below). Certain capitalized terms are defined in Section 9 of this Agreement.

WHEREAS, the Executive possesses certain experience and expertise that qualifies the Executive to provide the direction and leadership required by the Company; and

WHEREAS, pursuant to the written board resolution of the Company dated [●], the board of directors of the Company has authorized and approved the appointment of the Executive as the [title] (the “Position”) effective on [●], 2026 (the “Effective Date”).

NOW, THEREFORE, in consideration of the mutual covenants contained herein and intending to be legally bound hereby, the Company and the Executive agree as follows:

1.	EMPLOYMENT

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EXCLUSIVE BRAND LICENCE AGREEMENT

This Agreement takes effect on 1 September 2026 (the “Effective Date”).

BETWEEN:

(1) OLS APAC Corporation, a company incorporated under the laws of the British Virgin Islands with company registration number 2144617, whose registered office is situated in the British Virgin Islands (the “Owner”); and

(2) H2N LIMITED, a company incorporated under the laws of Hong Kong with company registration number 62433704-000, whose registered office is at 16/F, Kerry Cargo Centre, 55 Wing Kei Road, Kwai Chung, N.T., Hong Kong (the “Operator”).

BACKGROUND:

(A) The Owner is the legal and beneficial owner of the brand operated under the domain name Dimbuy.com and its related assets (the “Brand”).

(B) The Owner wishes to grant an exclusive licence of the Brand to the Operator, and the Operator wishes to accept such licence, subject to the terms and conditions set out in this Agreement.

1. DEFINITIONS

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CONTRACTING SERVICES AGREEMENT

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This Contracting Services Agreement is made on 1 April 2025 between the following parties:

	1.	KLN Distribution Services (Hong Kong) Limited
		Address: 8/F, Kerry Cargo Centre, 55 Wing Kei Road, Kwai Chung, New Territories, Hong Kong
		Tel: 2211 9830
		(“KLN”)

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