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Exhibit 10.4

 

DATED THIS

 

DAY OF

 

22 APR 2026

 

 

BETWEEN

 

HELLO PROPERTY (M) SDN BHD

(Registration No. 199601023472 (395824-U))

          , as Landlord

 

AND

 

3KNIGHTS DYNAMICS SDN BHD

(Registration No. 202101028283 (1428583-T))

      , as Tenant

 

 

 

TENANCY AGREEMENT

 

 

 

MESSRS. SOON GAN DION & PARTNERS

ADVOCATES & SOLICITORS

1st FLOOR, NO. 73, JALAN SS21/1A

DAMANSARA UTAMA

47400 PETALING JAVA

 

[TEL: 03-7726 3168 FAX : 03-7726 3445]

 

File Ref.: 103-260085DK

 

 

 

 

e-Duti Setem LHDNM

 

 

 

PENGESAHAN PENERIMAAN BORANG NYATA DUTI SETEM

 

SEWA / PAJAKAN

 

Nombor Adjudikasi

:

L01J1EADF4XB016

Pejabat Setem Negeri

:

Selangor

Tarikh Surat Cara Ditandatangani

:

22-04-2026

Tarikh Surat Cara Diterima Di Malaysia

:

Nama Surat Cara

:

Perjanjian Sewa

Nama Pihak Pertama

:

HELLO PROPERTY (M) SDN BHD

Nama Pihak Kedua

:

3KNIGHTS DYNAMICS SDN BHD

Duti Yang Sepatutnya Dikenakan

:

RM 1,284.00

Peremitan / Pengecualian

:

RM 0.00

Duti Yang Dikenakan

:

RM 1,284.00

Penalti Yang Dikenakan

…

TENANCY AGREEMENT

 

Landlord:

Shenzhen Jiaruixiang Technology Co., Ltd. (“Party A”)

 

 

Registered Address:

14/F, Kaihaoda Building, No. 1 Industrial Park Road, Shanghenglang Community, Dalang Subdistrict, Longhua District, Shenzhen

 

 

Unified Social Credit Code:

91440300MA5DNJA093

 

 

Legal Representative:

Mr. Zeng

 

 

Contact Telephone:

13538282968

 

 

Tenant:

Shenzhen Yixi Technology Company Limited (“Party B”)

 

 

Registered Address:

16/F, Room 1616, Kaihaoda Building, No. 1 Industrial Park Road, Shanghenglang Community, Dalang Subdistrict, Longhua District, Shenzhen

 

 

Unified Social Credit Code:

91440300MA5FPBHW6Q

 

 

Legal Representative:

Chow Yik Hang

 

 

Contact Telephone:

N/A

…

ORDINARY SHARE PURCHASE AGREEMENT

 

Dated as of February 26, 2026

 

by and between

 

REDCLOUD HOLDINGS PLC

 

and

 

TUMIM STONE CAPITAL, LLC

 

 

 

 

Table of Contents

 

 

Page

 

 

Article I DEFINITIONS

1

 

 

 

Article II PURCHASE AND SALE OF ORDINARY SHARES

2

Section 2.1.

Purchase and Sale of Ordinary Shares

2

Section 2.2.

Closing Date

2

Section 2.3.

Initial Public Announcements and Required Filings

2

 

 

 

Article III PURCHASE TERMS

3

Section 3.1.

VWAP Purchases

3

Section 3.2.

Settlement

6

Section 3.3.

Compliance with Rules of Trading Market.

6

Section 3.4.

Beneficial Ownership Limitation

7

 

 

 

Article IV REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR

7

Section 4.1.

Organization and Standing of the Investor

7

Section 4.2.

Authorization and Power

7

Section 4.3.

No Conflicts

8

Section 4.4.

Investment Purpose

8

Section 4.5.

Accredited Investor Status

8

Section 4.6.

Reliance on Exemptions

8

Section 4.7.

Information

9

Section 4.8.

No Governmental Review

9

Section 4.9.

…

ORDINARY SHARE PURCHASE AGREEMENT

 

Dated as of February 26, 2026

 

by and between

 

REDCLOUD HOLDINGS PLC

 

and

 

AMIENS TECHNOLOGY INVESTMENTS LLC

 

 

 

 

Table of Contents

 

 

Page

 

 

Article I DEFINITIONS

1

 

 

 

Article II PURCHASE AND SALE OF ORDINARY SHARES

2

Section 2.1.

Purchase and Sale of Ordinary Shares

2

Section 2.2.

Closing Date

2

Section 2.3.

Initial Public Announcements and Required Filings

2

 

 

 

Article III PURCHASE TERMS

3

Section 3.1.

VWAP Purchases

3

Section 3.2.

Settlement

6

Section 3.3.

Compliance with Rules of Trading Market.

6

Section 3.4.

Beneficial Ownership Limitation

7

 

 

 

Article IV REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR

7

Section 4.1.

Organization and Standing of the Investor

7

Section 4.2.

Authorization and Power

7

Section 4.3.

No Conflicts

8

Section 4.4.

Investment Purpose

8

Section 4.5.

Accredited Investor Status

8

Section 4.6.

Reliance on Exemptions

8

Section 4.7.

Information

9

Section 4.8.

No Governmental Review

9

Section 4.9.

…

REGISTRATION RIGHTS AGREEMENT

 

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 26, 2026, is by and between Tumim Stone Capital, LLC, a Delaware limited liability company (the “Investor”), and RedCloud Holdings plc, a public limited company organized under the laws of England and Wales (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 $15,000,000 in aggregate gross purchase price of newly issued ordinary shares of the Company, par value £0.002 per share (“Ordinary Shares”), as provided for therein.

…

REGISTRATION RIGHTS AGREEMENT

 

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 26, 2026, is by and between Amiens Technology Investments LLC, a Delaware limited liability company (the “Investor”), and RedCloud Holdings plc, a public limited company organized under the laws of England and Wales (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 $15,000,000 in aggregate gross purchase price of newly issued ordinary shares of the Company, par value £0.002 per share (“Ordinary Shares”), as provided for therein.

…

Execution Copy

 

FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

 

THIS AGREEMENT is made effective as of the 16th day of June, 2026,

 

BETWEEN:

NUCLEA ENERGY INC., a company organized under the laws of the Province of British Columbia, with a registered office at 20 – 15315 66 Avenue, Surrey, British Columbia, V3S 2A1

 

(the “Company”)

 

AND:

JOSEF FREUNDORFER, an individual, residing at 8-148 Glenlake Avenue, Toronto, Ontario, M6P 1E7

 

(the “Executive”)

 

WHEREAS:

 

A.

The Company and the Executive entered into an executive employment agreement made as of June 1, 2026 (the “Executive Employment Agreement”); and

 

B.

The Company and the Executive wish to amend the Executive Employment Agreement on the terms and conditions set out herein.

 

NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the parties hereby agree as follows:

 

1.1

Definitions

…

LICENSE AGREEMENT

 

THIS AGREEMENT (the “Agreement”) is entered into effective as of January 27, 2016 (the “Effective Date”) by and between Tarsius Pharma Ltd. (or as shall be approved by the Israeli Companies Registrar) to be incorporated as a private limited liability company duly organized in Israel (the “Company”) and Prof Yehuda Shoenfeld, I.D [__] from [___________], Israel, and Prof Miri Blank I.D [__] from [___________], Israel (together: the “Inventors”). Each of the Company and the Inventors (jointly and severally) may be referred to herein as a “Party”, and together as the “Parties”.

 

RECITALS

WHEREAS, the Inventors jointly invented the Invention during the term of their employment with Sheba (as such term is defined below); and

 

WHEREAS, following and according to the Sheba Agreement (as defined below) the Inventors have received a waiver from Sheba of its ownership rights in and to the Invention and the Patents; and

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TICKETPLUS LTD.

RESTRICTED SHARE AGREEMENT

 

THIS RESTRICTED SHARE AGREEMENT (this “Agreement”) is dated as of [__], 2026, between Ticketplus Ltd., a Cayman Islands exempted company (the “Company”), and [__] (“Recipient”).

 

BACKGROUND

 

The Board of Directors of the Company has determined that Recipient is eligible to receive certain ordinary shares of a par value of US$0.0001 each in the Company (the “Ordinary Shares”) as provided herein. The Ordinary Shares issued pursuant to this Agreement are subject to the terms and conditions set forth in this Agreement.

AGREEMENT

 

NOW, THEREFORE, it is agreed between the parties as follows:

 

SECTION 1.  ISSUANCE OF SHARES; VESTING; CONTINUOUS SERVICE.

 

(i) Pursuant to the terms of this Agreement, the Company agrees to grant and issue to the Recipient on the date hereof [__] Ordinary Shares (the “Shares”). It is acknowledged and agreed that the aggregate fair market value of the Shares issued hereunder as of the date of this Agreement is not more than US$[__] (US$[__] per share).

…