BloomZ Inc. Sample Contracts

BloomZ Inc. Executive Employ Agreement Dated as of [_________], 2023
Executive Employment Agreement • October 31st, 2023 • BloomZ Inc. • Services-allied to motion picture production • New York

This Executive Employment Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between BloomZ Inc., an exempted company incorporated in the Cayman Islands (the “Company”) and [___________] (the “Executive”). The Company and Executive may collective be referred to as the “Parties” and each individually as a “Party”.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 4th, 2024 • BloomZ Inc. • Services-allied to motion picture production

This Registration Rights Agreement (this “Agreement”) is entered into effective as October 1, 2024 (the “Execution Date”), by and between BloomZ Inc, a Cayman Islands exempted company (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (the “Investor”).

BLOOMZ INC. UNDERWRITING AGREEMENT
Underwriting Agreement • July 25th, 2024 • BloomZ Inc. • Services-allied to motion picture production • New York

The undersigned, BloomZ Inc., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement (this “Agreement”) with Network 1 Financial Securities, Inc. (the “Underwriter”) to issue and sell to the Underwriter an aggregate of 1,250,000 Ordinary Shares, par value $0.00000002, of the Company (“Shares”). The offering and sale of securities contemplated by this Agreement is referred to herein as the “Offering.”

Underwriter’s Warrant
Underwriter's Warrant • July 25th, 2024 • BloomZ Inc. • Services-allied to motion picture production • New York

THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES BY HIS, HER OR ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS BEGINNING ON THE date of the commencemEnt of sales of the offering pursuant the registration statement No: 333-275223 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION: (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT TO ANYONE OTHER THAN OFFICERS OR PARTNERS OF NETWORK 1 Financial Securities, Inc., EACH OF WHOM SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, IN ACCORDANCE WITH FINRA CONDUCT RULE 5110(E)(1), OR (B) CAUSE THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(e)(2).

BloomZ Inc. Independent Director Agreement Dated as of October 21, 2024
Independent Director Agreement • October 24th, 2024 • BloomZ Inc. • Services-allied to motion picture production

This Independent Director Agreement (this “Agreement”), dated and made effective as of the date first set forth above (the “Effective Date”), is entered into by and between BloomZ Inc., an exempted company incorporated in the Cayman Islands (“Company”), and Toshiyuki Sugiyama (“Director”). The Company and Director may be referred to herein individually as a “Party” or collectively as the “Parties”.

ORDINARY SHARE PURCHASE AGREEMENT
Ordinary Share Purchase Agreement • October 4th, 2024 • BloomZ Inc. • Services-allied to motion picture production • New York

This Ordinary Shares Purchase Agreement (this “Agreement”) is entered into effective as October 1, 2024 (the “Execution Date”), by and between BloomZ Inc., a Cayman Islands exempted company (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (the “Investor”).

Consulting And Services Agreement Dated as of January 11, 2023
Consulting and Services Agreement • June 14th, 2024 • BloomZ Inc. • Services-allied to motion picture production • Delaware

This Consulting and Services Agreement (“Agreement”) is made and entered into as of the date first set forth above (the “Effective Date”), by and between kk.BloomZ, a Japanese corporation (the “Company”) and HeartCore Enterprises, Inc., a Delaware corporation (“Consultant”). Each of the Company and Consultant may be referred to herein individually as a “Party” and collectively as the “Parties.”

BloomZ Inc. Director Indemnification Agreement Dated as of [_________], 2023
Director Indemnification Agreement • October 31st, 2023 • BloomZ Inc. • Services-allied to motion picture production

This Director Indemnification Agreement (the “Agreement”) dated as of the date first set forth above (the “Effective Date”) is entered into by and between BloomZ Inc., an exempted company incorporated in the Cayman Islands (“Company”), and [______________] (the “Indemnitee”). The Company and Indemnitee may collective be referred to as the “Parties” and each individually as a “Party”.

Basic Service Agreement
Basic Service Agreement • October 31st, 2023 • BloomZ Inc. • Services-allied to motion picture production

[_______________] (hereinafter referred to as “Party A”) and KK BloomZ. (hereinafter referred to as “Party B”), enter into the following basic service agreement (hereinafter referred to as the “Agreement”) concerning Party A’s outsourcing of business to Party B as follows.

Financial Loan Agreement
Financial Loan Agreement • October 31st, 2023 • BloomZ Inc. • Services-allied to motion picture production

CyberStep, Inc. (hereinafter referred to as ‘Party A’) and KK BloomZ (hereinafter referred to as ‘Party B’) hereby enter into the following Financial Loan Agreement as follows.

Money Consumption Loan Agreement
Money Consumption Loan Agreement • September 5th, 2024 • BloomZ Inc. • Services-allied to motion picture production

BloomZ Inc.(Hereinafter referred to as “Party A”) and Cyberstep Inc. (hereinafter referred to as “Party B”) shall conclude a money consumption loan agreement as follows.

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