DKI 6-K
DarkIris Inc. (DKI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2026
Commission File Number: 001-42795
DarkIris Inc.
(Registrant’s Name)
6/F, Cheong Sun Tower
No. 118 Wing Lok Street
Sheung Wan, Hong Kong
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Entry into a Material Definitive Agreement
On April 7, 2026, DarkIris Inc. (the “Company”) entered into certain share purchase agreements (the “Share Purchase Agreements”) with 11 investors (the “Purchasers”). Pursuant to the Share Purchase Agreements, the Company agreed to sell and the Purchasers agreed to purchase an aggregate of 9,400,000 Class A ordinary shares, par value $0.0001 per share, of the Company (“Class A Ordinary Shares”) at a price of $0.35 per Class A Ordinary Share; and 1,428,571 Class B ordinary shares, par value $0.0001 per share, of the Company (“Class B Ordinary Shares”) at a price of $0.35 per Class B Ordinary Share (the “Private Placement”). As part of the Private Placement, the 1,428,571 Class B Ordinary Shares were purchased by Hong Zhifang, the Company’s Chief Executive Officer, Chairman of the board of directors and director.
The closing of the Private Placement is expected to occur on or about April 15, 2026, subject to the satisfaction of customary closing conditions. The management of the Company will have sole and absolute discretion concerning the use of the proceeds from the Private Placement.
The foregoing description of the Share Purchase Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Share Purchase Agreements. A copy of the form of such Share Purchase Agreement is attached hereto as Exhibits 10.1, and is incorporated herein by reference.
On April 7, 2026, the Company also entered into a short video drama purchase agreement (the “Short Video Drama Purchase Agreement”) with a company incorporated in Hong Kong (the “Seller”). Pursuant to the Short Video Drama Purchase Agreement, the Company agreed to purchase certain short video dramas content from the Seller for a total consideration of $800,000, to be satisfied by the issuance of 2,285,714 Class A Ordinary Shares at a price of $0.35 per Class A Ordinary Shares.
The foregoing description of the Short Video Drama Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Short Video Drama Purchase Agreement. A copy of the form of such Short Video Drama Purchase Agreement is attached hereto as Exhibits 10.2, and is incorporated herein by reference.
The securities referenced therein were issued and sold in reliance upon exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933 and Rule 506 of Regulation D thereunder. Each purchaser represented that they are an “accredited investor” and were acquiring the securities for investment purposes.
EXHIBIT INDEX
The following exhibits are being filed herewith:
| Exhibit<br>No. | Description | |
|---|---|---|
| 10.1 | Form of Share Purchase Agreement in respect of the Company’s Class A/Class B Ordinary Shares | |
| 10.2 | Form of Short Video Drama Purchase Agreement | |
| 2 | ||
| --- |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| DarkIris Inc. | ||
|---|---|---|
| By: | /s/<br>Hong Zhifang | |
| Name: | Hong Zhifang | |
| Title: | Chief Executive Officer |
Date: April 8, 2026
| 3 |
|---|
Exhibit 10.1
SHARE PURCHASE AGREEMENT
This Share Purchase Agreement (this “Agreement”), dated April 7, 2026, is by and between DarkIris Inc., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and each of the Purchasers whose names are set forth on the signature pages hereto (individually, a “Purchaser” and collectively, the “Purchasers”). Each of such Purchasers and the Company is sometimes referred to herein each as a “Party”, and collectively as the “Parties”.
W I T N E S S E T H:
WHEREAS, the Company desires to sell to such Purchasers, and such Purchasers desire to purchase from the Company, Class [A/B] ordinary shares, par value $0.0001 per share with one vote per share (the “Class [A/B] Ordinary Shares”), in accordance with the terms and provisions of this Agreement;
WHEREAS, the Class [A/B] Ordinary Shares offered and sold by the Company pursuant to the terms of this Agreement are sometimes referred to herein as the “Share”; and
WHEREAS, the Shares are not registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and are being offered and sold pursuant to an exemption from the registration requirements of Section 5 of the Securities Act contained in Section 4(a)(2) thereof and/or Regulation D thereunder.
NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Company and each Purchaser agrees as follows:
ARTICLE I
PURCHASE AND SALE
Section 1.1 Issuance, Sale and Purchase of Shares. Upon the following terms and conditions, the Company is offering to each Purchaser the number of Shares set forth opposite such Purchaser’s name on such Purchaser’s signature page hereto.
Section 1.2 Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to such Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, such Purchasers, severally but not jointly, agree to purchase the Shares for $0.35 per share of Class [A/B] Ordinary Shares for an aggregate purchase price of $3,290,000 (the “Purchase Price”). The closing (the “Closing”) of the purchase and sale of the Class [A/B] Ordinary Shares to be acquired by such Purchasers from the Company under this Agreement shall take place remotely at such time as the parties hereto have executed this Agreement and all of the conditions set forth in Section 1.3 hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”). At or before the Closing, such Purchasers shall deliver the Purchase Price by wire transfer in immediately available funds to the Company’s bank account designated by the Company as below:
| Name<br>of Company: | DarIris<br>Inc. | |
|---|---|---|
| Company<br>Address: | 6/F,<br>Cheong Sun Tower, No. 118 Wing Lok Street, Sheung Wan, Hong Kong | |
| Company<br>Bank: | [*] | |
| CITIBank<br>Branch: | [*] | |
| Swift<br>Code: | [*] | |
| ABA<br>Routing No: | [*] | |
| Tax<br>ID : | [*] | |
| Account<br>Name: | [*] | |
| Account<br>No: | [*] |
No later than three (3) business days following the Closing, the Company shall cause its transfer agent to deliver to each Purchaser a share certificate representing the number of Shares purchased at such Closing or a copy of the book-entry statement evidencing such Purchaser as the holder of such Shares.
Section 1.3 Closing Conditions.
The obligations of the Company to issue and sell the Shares as contemplated by this Agreement shall be subject to the satisfaction, on or before the applicable Closing, of each of the following conditions, provided that any of which may be waived in writing by the Company in its sole discretion:
(a) All corporate and other actions required to be taken by the Company in connection with the issuance and sale of the Shares shall have been completed and all corporate and other actions required to be taken by each Purchaser in connection with the purchase of the Shares shall have been completed.
(b) The representations and warranties of each Purchaser contained in Section 2.2 of this Agreement shall have been true and correct on the date of this Agreement and shall be true and correct in all material respects as of the Closing; and each Purchaser shall have performed and complied with in all material respects all, and not be in breach or default in any material respect under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing.
(c) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of, or materially and adversely alter, the transactions contemplated by this Agreement or imposes any damages or penalties that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by or before any governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise makes illegal the consummation of, or materially and adversely alter, the transactions contemplated by this Agreement or impose any damages or penalties that are substantial in relation to the Company.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Section 2.1 Representations and Warranties of the Company. The Company hereby represents and warrants to such Purchasers, as of the date hereof and as of each Closing Date, as follows:
(a) Organization and Authority. Each of the Company and its subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, with the requisite power and authority to own and use its properties and assets and to carry on its business in all material respects as is currently conducted. Neither the Company nor any of its subsidiaries is in material violation or default of any of the provisions of its respective memorandum and articles of association, certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and its subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification, except to the extent that the failure to be so qualified and in good standing would not adversely affect the ability of the Company to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement or adversely affect the ability of the Company and its subsidiaries to conduct the business as is currently conducted.
(b) Due Issuance of the Shares. The Shares have been duly and validly authorized and, when issued and paid for pursuant to this Agreement, the Shares will be validly issued, fully paid and non-assessable, and the Shares shall be free and clear of all encumbrances, except as required by applicable laws, and issued in compliance with all applicable federal, securities laws.
(c) Authority. The Company has full power and authority to enter into, execute and deliver this Agreement and each agreement, certificate, document and instrument to be executed and delivered by it pursuant to this Agreement and to perform its obligations hereunder. The execution and delivery by it of this Agreement and the performance by it of its obligations hereunder have been duly authorized by all requisite actions on its part.
(d) Noncontravention. This Agreement has been duly executed and delivered by the Company and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental entity or court to which the Company or any of its subsidiaries is subject. To the Company’s best knowledge, neither the execution and delivery by the Company of this Agreement, nor the consummation by the Company of any of the transactions contemplated hereby, nor compliance by the Company with any of the terms and conditions hereof will contravene any existing agreement, federal, state, county or local law, rule or regulation or any judgment, decree or order applicable to, or binding upon, it.
(e) Filings, Consents and Approvals. Assuming the accuracy of the representations and warranties of each Purchaser in Sections 2.2(e) and (f), neither the execution and delivery by the Company of this Agreement, nor the consummation by the Company of any of the transactions contemplated hereby, nor the performance by the Company of this Agreement in accordance with its terms requires the filing, consent, approval, order or authorization of, or registration with, or the giving notice to, any governmental or public body or authority, except such as have been obtained, made, given or will be made promptly hereafter and any required filing or notification with the Securities and Exchange Commission or Nasdaq.
(f) No General Solicitation. Neither the Company nor any person or entity acting on behalf of the Company has offered or sold any of the Shares by any form of general solicitation or general advertising. The Company has offered the Shares for sale only to “accredited investors” within the meaning of Rule 501 under the Securities Act.
Section 2.2 Representations and Warranties of such Purchasers. Each Purchaser hereby makes the following representations and warranties to the Company as of the date hereof, with respect solely to itself and not with respect to any other Purchaser:
(a) Authority. Each Purchaser has full power and authority to enter into, execute and deliver this Agreement and each agreement, certificate, document and instrument to be executed and delivered by such Purchaser pursuant to this Agreement and to perform his obligations hereunder. The execution and delivery by each Purchaser of this Agreement and the performance by such Purchaser of its obligations hereunder have been duly authorized by all requisite actions on his part.
(b) Valid Agreement. This Agreement has been duly executed and delivered by each Purchaser and constitutes such Purchaser’s legal, valid and binding obligation, enforceable against him in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(c) Consents. Neither the execution and delivery by such Purchaser of this Agreement nor the consummation by such Purchaser of any of the transactions contemplated hereby nor the performance by him of this Agreement in accordance with its terms requires the consent, approval, order or authorization of, or registration with, or the giving of notice to, any governmental or public body or authority or any third party, except as have been obtained, made or given.
(d) No Conflict. Neither the execution and delivery by it of this Agreement, nor the consummation by such Purchaser of any of the transactions contemplated hereby, nor compliance by him with any of the terms and conditions hereof will contravene any existing agreement, federal, state, county or local law, rule or regulation or any judgment, decree or order applicable to, or binding upon, such Purchaser.
(e) No General Solicitation. Such Purchaser is not purchasing the Shares because of any general solicitation or general advertisement, including, without limitation, (i) any advertisement, articles, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, and (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
(f) Status and Investment Intent.
(i) Experience. Each Purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Shares. Each Purchaser is capable of bearing the economic risks of such investment, including a complete loss of its investment.
(ii) Purchase Entirely for Own Account. Each Purchaser is acquiring the Shares for his own account for investment purposes only and not with the view to, or with any intention of, resale, distribution or other disposition thereof. Such Purchaser does not have any direct or indirect arrangement, or understanding with any other persons to distribute, or regarding the distribution of the Shares in violation of the Securities Act or other applicable laws.
(iii) Investor Accredited Status. Each Purchaser is an “accredited investor”, as that term is defined in Rule 501(a) of Regulation D of the Securities Act.
(iv) Distribution Compliance Period. Each Purchaser understands that the Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Shares have not been registered under the Securities Act or any other securities laws of the United States or any other jurisdiction. Each Purchaser understands that his investment in the Shares involves a high degree of risk and that he may lose its entire investment. Each acknowledges that the Shares may not be sold, hypothecated or otherwise disposed of unless registered under the Securities Act and applicable state securities laws or an exemption from registration is available. Any resale of any of the Shares may be made only pursuant to (i) a registration statement under the Securities Act which has been declared effective by the Securities and Exchange Commission and is effective at the time of such sale, or (ii) a specific exemption from the registration requirements of the Securities Act. In claiming any such exemption, each Purchaser will, prior to any sale or distribution of any Shares advise the Company, and, if requested, provide the Company with a favorable written opinion of counsel, in form and substance satisfactory to the Company’s counsel, as to the applicability of such exemption to the proposed sale or distribution.
(v) Restrictive Legend. Each Purchaser understands that the certificate evidencing the Shares will bear a legend or other restriction substantially to the following effect:
“THE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NO SALE, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SHARES MAY BE MADE UNLESS EITHER (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EITHER CASE UPON THE RECEIPT OF AN OPINION OF U.S. COUNSEL.”
(vi) Direct Contact; No Broker. The contact between the Company and each Purchaser was made directly through an existing relationship. No broker, investment banker or other person is entitled to any broker’s, finder’s or other similar fee or commission in connection with the execution and delivery of this Agreement or the consummation of any of the transactions contemplated by this Agreement based upon arrangements made by or on behalf of each Purchaser.
(g) Not an Affiliate. Such Purchaser is not an officer, director or “affiliate” (as that term is defined in Rule 415 of the Securities Act) of the Company.
ARTICLE III
COVENANTS; MISCELLANEOUS
Section 3.1 No Shorting or Lending of Shares. Such Purchasers shall not (i) engage in any short-selling activities involving the Class [A/B] Ordinary Shares, or (ii) lend the Shares to any third party.
Section 3.2 Holding Period. Such Purchasers acknowledge and agree that the Shares may not be transferred or sold for at least a period of six (6) months following the Closing Date without the prior written consent of the Company and subject to applicable U.S. federal securities laws.
Section 3.3 Use of Proceeds. The Company shall use the proceeds from the sale of the Shares hereunder for the general corporate use. In no event shall the Company use the proceeds from the sale of the Shares hereunder for the settlement of litigation payment, payment to the construction projects or acquisition of real property, investment into securities, and any other non-operation matters.
Section 3.4 Reserved.
Section 3.5 Termination. This Agreement may not be terminated except by mutual agreement of the Parties. Nothing in this Section 3.5 shall be deemed to release any Party from any liability for any breach of this Agreement prior to the effective date of such termination.
Section 3.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either Party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or in the federal courts located in the state and county of New York. The Parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens.
Section 3.7 Consent to Jurisdiction. Each of the Company and such Purchaser hereby irrevocably waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction in New York of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Nothing in this Section shall affect or limit any right to serve process in any other manner permitted by law.
Section 3.8 Amendment. This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.
Section 3.9 Binding Effect. This Agreement shall inure to the benefit of, and be binding upon, each of the Parties and their respective heirs, successors and permitted assigns.
Section 3.10 Assignment. Neither this Agreement nor any of the rights, duties or obligations hereunder may be assigned by the Company or such Purchaser without the express written consent of the other Party. Any purported assignment in violation of the foregoing sentence shall be null and void.
Section 3.11 Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of actual delivery if delivered personally to the Parties to whom notice is to be given, on the date sent if sent by e-mail or facsimile, on the next business day following delivery if sent by courier or on the day of attempted delivery by postal service if mailed by registered or certified mail, return receipt requested, postage paid, and properly addressed. The address of each Purchaser for such notices and communications shall be as set forth on the signature pages attached hereto. If to the Company, at:
6/F, Cheong Sun Tower
No. 118 Wing Lok Street
Sheung Wan, Hong Kong
Attn: Hong Zhifang
Email: [email protected]
Any Party may change its address for purposes of this Section 3.11 by giving the other Party a written notice of the new address in the manner set forth above.
Section 3.12 Entire Agreement. This Agreement constitutes the entire understanding and agreement between the Parties hereto with respect to the matters covered hereby, and all prior agreements and understandings, oral or in writing, if any, between the Parties with respect to the matters covered hereby are merged and superseded by this Agreement.
Section 3.13 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
Section 3.14 Fees and Expenses. Each Party will be responsible for all of its own expenses incurred in connection with the negotiation, preparation and execution of this Agreement.
Section 3.15 Public Announcements. Such Purchaser shall not make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated by this Agreement or otherwise communicate with any news media without the prior written consent of the Company.
Section 3.16 Specific Performance. The Parties agree that irreparable damage would occur in the event any provision of this Agreement is not performed in accordance with the terms hereof. Accordingly, each Party shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity.
Section 3.17 Headings. The headings of the various articles and sections of this Agreement are inserted merely for the purpose of convenience and do not expressly or by implication limit, define or extend the specific terms of the section so designated.
Section 3.18 Execution in Counterparts. For the convenience of the Parties and to facilitate execution, this Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the day and year first above written.
| DARKIRIS<br>INC. | ||
|---|---|---|
| By: | ||
| Name: | Hong<br>Zhifang | |
| Title: | Director,<br>Chief Executive Officer and Chairman of the Board |
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE FOR PURCHASERS FOLLOWS]
PURCHASER SIGNATURE PAGE TO SHARE PURCHASE AGREEMENT
IN WITNESS WHEREOF, the undersigned have caused this Share Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
Name of Purchaser:
Signature of Authorized Signatory of Purchaser:
Name of Authorized Signatory:
Title of Authorized Signatory:
Email Address of Authorized Signatory:
Facsimile Number of Authorized Signatory: -
Address for Notice to Purchaser:
Investment Amount:
Number of Class [A/B] Ordinary Shares:
Exhibit 10.2
SHORT VIDEO DRAMAS PURCHASE AGREEMENT
BETWEEN
[*]
(THE “SELLER”)
AND
DARKIRIS INC.
(THE “PURCHASER” AND THE “ISSUER”)
TABLE OF CONTENTS
| CONTENTS | PAGE | ||
|---|---|---|---|
| 1. | DEFINITIONS<br>AND INTERPRETATION | 1 | |
| 2. | SALE<br>AND PURCHASE OF SHORT VIDEO DRAMAS | 4 | |
| 3. | PURCHASE<br>CONSIDERATION OF SHORT VIDEO DRAMAS | 4 | |
| 4. | COMPLETION<br>OF SALE AND PURCHASE OF SHORT VIDEO DRAMAS | 5 | |
| 5. | REPRESENTATIONS<br>AND WARRANTIES | 5 | |
| 6. | INDEMNIFICATION | 7 | |
| 7. | DURATION<br>AND TERMINATION OF AGREEMENT | 7 | |
| 8. | SPECIFIC<br>PERFORMANCE | 7 | |
| 9. | FURTHER<br>ASSURANCE | 7 | |
| 10. | TAXES | 7 | |
| 11. | CONFIDENTIALITY | 8 | |
| 12. | NOTICES | 8 | |
| 13. | RIGHTS<br>AND REMEDIES | 9 | |
| 14. | FORCE<br>MAJEURE | 9 | |
| 15. | AMENDMENTS<br>AND WAIVERS | 9 | |
| 16. | ASSIGNMENT | 9 | |
| 17. | SUCCESSORS<br>AND ASSIGNS | 10 | |
| 18. | NO<br>AGENCY | 10 | |
| 19. | ENTIRE<br>AGREEMENT | 10 | |
| 20. | TIME | 10 | |
| 21. | COST<br>AND EXPENSES | 10 | |
| 22. | INVALIDITY<br>AND SEVERABILITY | 10 | |
| 23. | COUNTERPARTS<br>AND E-SIGNATURES | 10 | |
| 24. | GOVERNING<br>LAW AND JURISDICTION | 10 | |
| SCHEDULE<br>1 SHORT VIDEO DRAMAS SPECIFICATIONS | 12 | ||
| i | |||
| --- |
THIS AGREEMENT has been agreed and signed between:
| (1) | [*],<br>a company incorporated in Hong Kong (the “Seller”); |
|---|---|
| (2) | DARKIRIS<br>INC., an exempted company with limited liability incorporated in Cayman Islands (the “Purchaser” and the “Issuer”). |
| --- | --- |
(the Seller, and the Purchaser (in its capacity as Issuer, the “Issuer”) are, collectively, the “Parties” and, individually, a “Party”).
Whereas:
| (A) | As<br>at the date of this Agreement, the Seller is the legal and beneficial owner of the Short Video Dramas (as defined below). |
|---|---|
| (B) | The<br>Seller has agreed to sell to the Purchaser, and the Purchaser has agreed to purchase from the Seller, the Short Video Dramas upon<br>the terms and subject to the conditions of this Agreement. |
| --- | --- |
| (C) | The<br>Parties agree to assume the obligations imposed on them under this Agreement. |
| --- | --- |
It is agreed as follows:
| 1. | Definitions<br>and Interpretation |
|---|---|
| 1.1. | In<br>this Agreement, unless the subject or context otherwise requires, the following words and expressions shall have the following meanings<br>respectively ascribed to them: |
| --- | --- |
“Affiliate” means, with respect to any person, any other person directly or indirectly controlling, controlled by, or under common control with, such person;
“Agreement” means this short video dramas purchase agreement;
“Business Day” means a day on which banks are open for business and is not a Saturday, Sunday, a “public holiday” or a “bank holiday” in Hong Kong or the Cayman Islands;
“Completion” means the completion of the sale and purchase of the Short Video Dramas pursuant to Clause 4;
“Completion Date” means the date on which the Consideration Shares (as defined below) are issued to the Seller’s Assignees (as defined below) pursuant to Clause 3.2 of this Agreement, or such other date as may be agreed upon between the Parties upon which Completion is to take place;
“Encumbrances” means (a) any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, deed of trust, security interest or other encumbrance of any kind securing, or conferring any priority of payment in respect of, any obligation of any person, including any right granted by a transaction which, in legal terms, is not the granting of security but which has an economic or financial effect similar to the granting of security under the Laws (as defined below), (b) any voting agreement, interest, option, right of first offer, refusal or transfer restriction in favour of any person and (c) any adverse claims as to title, possession or use;
“Governmental Authority” means any relevant governmental or quasi-governmental authority, statutory authority or quasi-statutory or regulatory authority, administrative, monetary, fiscal or judicial body, department, commission, authority, tribunal, agency or stock exchange or taxing authority or anybody entitled to exercise executive power or power of any nature or body or other organisation to the extent that the rules, regulations, standards, requirements, procedures or orders of such authority, body or other organisation have the force of the Laws;
| 1 |
|---|
“Good Industry Practice” means the exercise of that degree of skill, care, prudence, efficiency, foresight and timeliness as would be expected from a leading company within the relevant industry or business sector;
“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
“Issuer” means DARKIRIS INC., an exempted company with limited liability incorporated in Cayman Islands, being the Purchaser acting in its capacity as issuer of the Consideration Shares;
“Laws” shall mean and include all applicable statutes, enactments, acts of legislature or Parliament, laws, ordinances, rules, by-laws, regulations, notifications, guidelines, policies, directions, directives and orders of any Governmental Authority, tribunal, board or court of competent jurisdiction;
“Parties” means collectively, the Seller and the Purchaser (in its capacity as Issuer, the “Issuer”), and “Party” means any of them;
“Purchaser” means DARKIRIS INC., an exempted company with limited liability incorporated in Cayman Islands;
“Seller” means [*], a company incorporated in Hong Kong;
“Seller’s Assignees” has the meaning ascribed to it in Clause 3.2.1;
“Short Video Dramas” means the short video dramas as more specifically described in the Short Video Dramas
Specifications including:
| (i) | the<br>master copies and source files; and | |
|---|---|---|
| (ii) | all<br>other works or materials recorded or embodied in the Short Video Dramas, including any audio, visual content, scripts, and related<br>creative elements; | |
| --- | --- | --- |
“Short Video Dramas Deliverables” has the meaning ascribed to it in Clause 4.1;
“Short Video Dramas Documentation” means all and any documents (whether in human or machine-readable form) relating to the Short Video Dramas, including all:
| (i) | production<br>notes, scripts, storyboards and promotional materials; and | |
|---|---|---|
| (ii) | documents<br>associated with the creation, production, or modification of the Short Video Dramas, including cast lists, shooting schedules, post-production<br>notes, and technical specifications; | |
| --- | --- | --- |
“Short Video Dramas Specifications” means the specifications of the Short Video Dramas as set out in Schedule 1;
| 2 |
|---|
“Tax” means all forms of taxation, whether direct or indirect and whether levied by reference to income, profits, gains, net wealth, asset values, turnover, added value or other reference and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions, rates and levies, whenever and wherever imposed (whether imposed by way of withholding or deduction for or on account of tax or otherwise) and in respect of any person and all penalties, charges, costs and interest relating thereto; and
“Tax Authority” means any taxing or other authority competent to impose any liability in respect of Tax or responsible for the administration and/or collection of Tax or enforcement of any Laws in relation to Tax.
| 1.2. | Unless<br>the context otherwise requires, in this Agreement: | |
|---|---|---|
| 1.2.1. | any<br>reference to a statute or statutory provision is a reference to it as it is in force from time to time, taking account of any change,<br>extension, consolidation or re-enactment and includes any subordinate legislation for the time being in force made under it; | |
| --- | --- | --- |
| 1.2.2. | any<br>and all headings contained in this Agreement are for convenience only and do not affect the interpretation of any provision of this<br>Agreement; | |
| --- | --- | --- |
| 1.2.3. | references<br>to any gender shall include the other genders and references to the singular shall include the plural and vice versa and references<br>to natural persons shall include bodies corporate and vice versa; | |
| --- | --- | --- |
| 1.2.4. | any<br>reference to a person which for the purposes of this Agreement means any individual, corporation, partnership, association, limited<br>liability company, trust, Governmental Authority or body or other entity or organisation (whether or not having a separate legal<br>personality) shall include its successors in title; | |
| --- | --- | --- |
| 1.2.5. | all<br>obligations and liabilities on the part of the Parties are (unless expressly stated otherwise) several and shall be construed accordingly; | |
| --- | --- | --- |
| 1.2.6. | any<br>reference to “day”, “week”, “month” or “year” is a reference<br>to a day, week, month or year respectively in the Gregorian calendar; | |
| --- | --- | --- |
| 1.2.7. | any<br>phrase introduced by the terms “including”, “include” or any similar expression shall be construed<br>as illustrative and shall not limit the sense of the words preceding those terms; | |
| --- | --- | --- |
| 1.2.8. | references<br>to “writing”, or cognate expressions, include any communication effected electronically, by telex, cable, facsimile<br>transmission or other comparable means of communication; | |
| --- | --- | --- |
| 1.2.9. | any<br>reference to an agreement (including this Agreement), contract or document is a reference to such agreement, contract or document<br>as the same may be amended, restated or replaced from time to time; and | |
| --- | --- | --- |
| 1.2.10. | references<br>to this Agreement include any Recitals and Appendices to it and references to Clauses, Recitals and Appendices are to the clauses,<br>recitals and appendices to this Agreement. | |
| --- | --- | --- |
| 1.3. | If<br>any period of time is specified from a given day, or the day of a given act or event, it is to be calculated exclusive of that day<br>and if any period of time falls on a day which is not a Business Day, then that period is to be deemed to only expire on the next<br>Business Day. | |
| --- | --- | |
| 1.4. | The<br>Recitals to this Agreement shall have effect and be construed as an integral part of this Agreement, but in the event of any conflict<br>or discrepancy between any of the provisions of this Agreement, such conflict or discrepancy shall, for the purposes of the interpretation<br>and enforcement of this Agreement, be resolved by giving the provisions contained in the Clauses of this Agreement priority and precedence<br>over the provisions contained in the Recitals to this Agreement. | |
| --- | --- | |
| 3 | ||
| --- | ||
| 1.5. | No<br>provision of this Agreement will be construed adversely to a Party solely on the ground that the Party was responsible for the preparation<br>of this Agreement or that provision. | |
| --- | --- | |
| 2. | SALE<br>AND PURCHASE OF SHORT VIDEO DRAMAS | |
| --- | --- | |
| 2.1. | The<br>Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller the Short Video Dramas on the terms<br>and subject to the conditions of this Agreement. | |
| --- | --- | |
| 2.2. | In<br>connection with the sale of the Short Video Dramas, the Seller hereby absolutely transfers, grants, conveys, assigns and relinquishes<br>in favour of the Purchaser all of its rights (including all Intellectual Property Rights), title and interests in and to the following: | |
| --- | --- | |
| 2.2.1. | the<br>Short Video Dramas; | |
| --- | --- | --- |
| 2.2.2. | the<br>Short Video Dramas Documentation. | |
| --- | --- | --- |
| 2.3. | The<br>Short Video Dramas shall be sold by the Seller to the Purchaser free and clear from all Encumbrances and with full legal and beneficial<br>title and the Seller further agrees to waive any moral rights that the Seller may have with respect to the Short Video Dramas in<br>favour of the Purchaser. | |
| --- | --- | |
| 3. | PURCHASE<br>CONSIDERATION OF SHORT VIDEO DRAMAS | |
| --- | --- | |
| 3.1. | Purchase<br>Consideration | |
| --- | --- | |
| 3.1.1. | The<br>sale and purchase consideration for the Short Video Dramas is United States Dollar Eight Hundred Thousand (USD800,000)<br>only (the “Purchase Consideration”). | |
| --- | --- | --- |
| 3.1.2. | The<br>Parties agree that the Purchase Consideration shall be satisfied by way of allotment and issuance to the Seller of 2,285,714<br>new Class A ordinary shares of the Issuer at the issue price of USD0.35 per Class A ordinary share (“Consideration<br>Shares”), the total value of which is equivalent to the Purchase Consideration. | |
| --- | --- | --- |
| 3.2. | Issuance<br>of Consideration Shares | |
| --- | --- | |
| 3.2.1. | Notwithstanding<br>Clause 3.1.2 above, the Seller may instruct and authorise the Issuer to allot and issue the Consideration Shares to the Seller’s<br>assignees (“Seller’s Assignees”), the details of which will be notified by the Seller to the Purchaser in<br>accordance with the notice of assignment (a form of which will be set out in the separate deed of assignment). The Seller agrees<br>that it shall enter into a separate deed of assignment with the Seller’s Assignees for the purposes of assigning its right<br>and entitlement to receive the Consideration Shares in favour of the Seller’s Assignees. | |
| --- | --- | --- |
| 3.2.2. | Subject<br>to receipt by the Purchaser of the Short Video Dramas Deliverables in accordance with Clause 4.1 below, the Consideration<br>Shares shall be issued by the Issuer to the Seller’s Assignees on the Completion Date. | |
| --- | --- | --- |
| 3.2.3. | The<br>Consideration Shares shall be issued free from all Encumbrances and with full legal and beneficial title. | |
| --- | --- | --- |
| 3.2.4. | The<br>Parties agree and acknowledge that issuance of the Consideration Shares by the Issuer to the Seller’s Assignees on the Completion<br>Date shall constitute a full and final discharge of the Purchaser’s payment obligation in respect of the Purchase Consideration<br>under this Agreement. | |
| --- | --- | --- |
| 4 | ||
| --- | ||
| 3.2.5. | The<br>Seller acknowledges that the certificate evidencing the Consideration Shares will bear a legend or other restriction substantially<br>to the following effect: | |
| --- | --- | --- |
| “THE<br>SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NO SALE, PLEDGE,<br>HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SHARES MAY BE MADE UNLESS EITHER (A) PURSUANT TO AN EFFECTIVE REGISTRATION<br>STATEMENT UNDER THE SECURITIES ACT OR (B) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES<br>ACT, IN EITHER CASE UPON THE RECEIPT OF AN OPINION OF U.S. COUNSEL.” | ||
| 4. | COMPLETION<br>OF SALE AND PURCHASE OF SHORT VIDEO DRAMAS | |
| --- | --- | |
| 4.1. | On<br>the Completion Date, the Seller shall deliver, or procure delivery to the Purchaser of, or make available to the Purchaser all physical<br>and/or digital copies (as applicable) of the following: | |
| --- | --- | |
| 4.1.1. | the<br>Short Video Dramas; | |
| --- | --- | --- |
| 4.1.2. | the<br>Short Video Dramas Documentation; | |
| --- | --- | --- |
| 4.1.3 | such<br>other documents and instruments in relation to any of the aforesaid as the Purchaser may request, | |
| --- | --- | --- |
(collectively, the “Short Video Dramas Deliverables”) and any and all digital files of the Short Video Dramas Deliverables shall be delivered by the Seller to the Purchaser in a structured, commonly used and machine-readable format.
The Purchaser may, at its sole discretion, waive all or any of the Short Video Dramas Deliverables unless it is mandatorily required by Laws.
| 4.2. | Upon<br>receipt by the Purchaser of the Short Video Dramas Deliverables, the Issuer shall issue the Consideration Shares to the Seller’s<br>Assignees pursuant to Clause 3.2 above. | |
|---|---|---|
| 5. | REPRESENTATIONS<br>AND WARRANTIES | |
| --- | --- | |
| 5.1. | Each<br>Party represents and warrants to and for the benefit of the other Parties that: | |
| --- | --- | |
| 5.1.1. | it<br>has the full power, authority and capacity to execute, deliver and lawfully perform the terms of this Agreement; | |
| --- | --- | --- |
| 5.1.2. | all<br>necessary actions, conditions and things have been or will be taken, fulfilled and done (including the obtaining of any necessary<br>consents) in order to enable it to lawfully exercise its rights and perform and comply with its obligations under this Agreement; | |
| --- | --- | --- |
| 5.1.3. | this<br>Agreement will when executed constitute legally valid and binding obligations on it, enforceable in accordance with their respective<br>terms; | |
| --- | --- | --- |
| 5.1.4. | the<br>execution, delivery and performance of this Agreement will not exceed the power granted to it or violate the provisions of any Laws<br>or any order or decree of any Governmental Authority, agency or court to which it is subject to; | |
| --- | --- | --- |
| 5.1.5. | there<br>are no pending or threatened actions or proceedings before any court or administrative tribunal which may materially and adversely<br>affect its ability to discharge its obligations under this Agreement; and | |
| --- | --- | --- |
| 5.1.6. | in<br>negotiating and executing this Agreement, it has at all times sought and followed the advice of competent legal counsel and, based<br>on that advice, has entered into this Agreement based on its own freewill. | |
| --- | --- | --- |
| 5 | ||
| --- | ||
| 5.2. | The<br>Seller hereby represents and warrants to and for the benefit of the Purchaser that: | |
| --- | --- | |
| 5.2.1. | it<br>is the sole legal and beneficial owner of the Short Video Dramas, free and clear from any Encumbrances whatsoever, with good and<br>marketable title; | |
| --- | --- | --- |
| 5.2.2. | it<br>has not licensed or assigned any part of the Short Video Dramas to any third party in any part of the world; | |
| --- | --- | --- |
| 5.2.3. | there<br>is no violation, infringement or misappropriation or likely violation, or misappropriation of the Short Video Dramas; | |
| --- | --- | --- |
| 5.2.4. | the<br>exploitation of the Short Video Dramas will not infringe the rights (including Intellectual Property Rights) of any third party; | |
| --- | --- | --- |
| 5.2.5. | the<br>Short Video Dramas contain nothing that is defamatory or indecent; | |
| --- | --- | --- |
| 5.2.6. | complete<br>and accurate particulars of the Short Video Dramas are set out in the Short Video Dramas Specifications; | |
| --- | --- | --- |
| 5.2.7. | the<br>Seller has exclusive possession and control of all master copies and source files relating to the Short Video Dramas and there has<br>been no unauthorised disclosure of such materials (which will, following Completion, be in the exclusive possession or control of<br>the Purchaser); | |
| --- | --- | --- |
| 5.2.8. | the<br>Short Video Dramas: | |
| --- | --- | --- |
| (a) | are<br>of professional quality in accordance with all applicable specifications (including the Short Video Dramas Specifications); | |
| --- | --- | --- |
| (b) | are<br>not defective in any material respect; | |
| --- | --- | --- |
| (c) | have<br>been produced in accordance with Good Industry Practice; | |
| --- | --- | --- |
| (d) | are<br>accompanied by the Short Video Dramas Documentation; and | |
| --- | --- | --- |
| (e) | meets<br>all applicable legal or regulatory requirements; | |
| --- | --- | --- |
| 5.2.9. | the<br>Short Video Dramas Documentation includes sufficient information reduced to writing and in a commonly readable format so as to enable<br>the Purchaser to exploit the Short Video Dramas without the need for reference to any other documents or further assistance from<br>any person; | |
| --- | --- | --- |
| 5.2.10. | all<br>information and documents delivered to the Purchaser in connection with this Agreement are true, accurate and complete in all respects; | |
| --- | --- | --- |
| 5.2.11. | it<br>has disclosed fully and frankly any and all circumstances that may be reasonably deemed to have a material influence on the Purchaser’s<br>decision to purchase the Short Video Dramas; and | |
| --- | --- | --- |
| 5.2.12. | it<br>will not, as a consequence of entering into or performing this Agreement, be in breach of any terms binding upon it of any contract,<br>agreement, undertaking, or arrangement with, or any obligation to, any third party. | |
| --- | --- | --- |
| 5.2.13. | The<br>Seller warrants that, for a period of twelve (12) months from the date of delivery (the “Warranty Period”), the Short<br>Video Dramas will perform substantially in accordance with the specifications set forth in the documentation. If, during the Warranty<br>Period, the Short Video Dramas fail to conform to the specifications, the Seller will, at its own expense and as the sole remedy,<br>either (a) repair or replace the non-conforming Short Video Dramas, or (b) refund the purchase consideration paid for the defective<br>Short Video Dramas. This warranty does not cover defects caused by misuse, unauthorized modifications, or use outside the documented<br>parameters. | |
| --- | --- | --- |
| 6 | ||
| --- | ||
| 5.3. | All<br>representations and warranties given by the respective Parties expressed in this Clause 5 are true, correct and not misleading<br>at the time of execution of this Agreement and shall be deemed to be repeated and continue to be true, correct and not misleading<br>on Completion as if they had been given afresh on Completion. | |
| --- | --- | |
| 6. | INDEMNIFICATION | |
| --- | --- | |
| 6.1. | Without<br>prejudice to any other right or remedy which the Purchaser may have against the Seller, the Seller undertakes to indemnify, defend<br>and hold harmless the Purchaser and its Affiliates, directors, employees, advisers, agents and representatives from and against any<br>and all actions, claims, demands, proceedings, investigations, liabilities or judgments and any and all losses, damages, costs, charges<br>and expenses (including all reasonable legal fees and expenses) of whatever nature which relates to or arises, directly or indirectly,<br>in connection with or arising out of: | |
| --- | --- | |
| 6.1.1. | any<br>breach by the Seller of its obligations under this Agreement and/or the warranties given by the Seller under Clause 5 above; | |
| --- | --- | --- |
| 6.1.2. | any<br>breach by the Seller of any applicable Laws; or | |
| --- | --- | --- |
| 6.1.3. | any<br>claims involving fraud or misconduct involving dishonesty on the part of the Seller and/or misrepresentation which results in a breach<br>of the warranties given by the Seller under Clause 5 above or otherwise. | |
| --- | --- | --- |
| 7. | DURATION<br>AND TERMINATION OF AGREEMENT | |
| --- | --- | |
| 7.1. | This<br>Agreement shall come into effect from the date of this Agreement and shall, unless otherwise terminated in accordance with this Clause<br>7, continue in full force and effect until all the obligations of the Parties under this Agreement are fully carried out. | |
| --- | --- | |
| 7.2. | This<br>Agreement may be terminated at anytime by the unanimous agreement of the Parties, subject to the condition that such agreement to<br>terminate is made in writing and consented to by all Parties. | |
| --- | --- | |
| 8. | SPECIFIC<br>PERFORMANCE | |
| --- | --- |
Notwithstanding any provisions of this Agreement, each Party shall be at liberty to take such action in law or inequity as may be necessary to compel the other Parties by way of specific performance to complete the transactions contemplated in this Agreement (in which respect the alternative remedy of monetary compensation shall not be regarded as compensation or sufficient compensation for any default of the other Parties in the performance of the terms and conditions herein) or to claim damages for the breach of the other Parties.
| 9. | FURTHER<br>ASSURANCE |
|---|
The Seller shall give all such assistance and information to the Purchaser and execute and do and procure all other necessary persons, if any, to execute and do all such further acts, deeds, assurance and things as may be required by the Purchaser from time to time in order to carry out, evidence and perform the Parties’ obligations and the intended purpose of this Agreement.
| 10. | TAXES |
|---|
The Seller shall be fully responsible to pay any and all Taxes arising out of or in connection with this Agreement which may be imposed on the Seller by the relevant Tax Authority. For the avoidance of doubt, the Purchaser or the Issuer shall not be responsible nor obligated to pay any Taxes which are imposed on the Seller.
| 7 | ||
|---|---|---|
| 11. | CONFIDENTIALITY | |
| --- | --- | |
| 11.1. | All<br>communications among the Parties and all information and other materials supplied to or received, by any Party, from the other Parties<br>which is either marked “confidential” or is by its nature intended to be exclusively for the knowledge of the<br>recipient alone, or to be used by the recipient only for the benefit of this Agreement, coming to the knowledge of the recipient<br>shall be kept confidential by the recipient and shall be used by the recipient solely and exclusively for the benefit of this Agreement<br>unless: | |
| --- | --- | |
| 11.1.1. | the<br>disclosure or use is required by the Laws or any Governmental Authority; | |
| --- | --- | --- |
| 11.1.2. | the<br>disclosure or use is required to vest the full benefit of this Agreement in any Party; | |
| --- | --- | --- |
| 11.1.3. | the<br>disclosure or use is required for the purpose of any judicial proceedings arising out of this Agreement; | |
| --- | --- | --- |
| 11.1.4. | the<br>disclosure is made to professional advisors of any Party on terms that such professional advisors undertake to comply with the provisions<br>of this Clause 11 in respect of such information as if they were a party to this Agreement; | |
| --- | --- | --- |
| 11.1.5. | the<br>information becomes publicly available (other than by breach of this Agreement); | |
| --- | --- | --- |
| 11.1.6. | the<br>Party whose information is to be disclosed or used has given prior written approval to the disclosure or use; or | |
| --- | --- | --- |
| 11.1.7. | the<br>information is independently developed by the recipient, which independent development can be shown by written evidence, | |
| --- | --- | --- |
provided that prior to disclosure or use of any information pursuant to Clauses 11.1.1, 11.1.2 or 11.1.3, the Party concerned shall promptly notify the other Parties of such requirement with a view to providing the other Parties with the opportunity to contest such disclosure or use or otherwise to agree on the timing and content of such disclosure or use.
| 11.2. | The<br>Parties shall procure the observance of the abovementioned restrictions and shall take all reasonable steps to minimise the risk<br>of disclosure of confidential information, by ensuring that only their employees and professional advisers whose duties will require<br>them to possess any of such information shall have access thereto, and that they shall be instructed to treat the same as confidential. | ||
|---|---|---|---|
| 11.3. | None<br>of the Parties shall divulge to any third party any information regarding the existence or subject matter of this Agreement, or any<br>other agreement referred to in, or executed in connection with, this Agreement, without the prior agreement of the other Parties. | ||
| --- | --- | ||
| 11.4. | The<br>obligations contained in this Clause 11 shall endure, even after the termination of this Agreement, without limit in point<br>of time except and until any confidential information enters the public domain as set out above. | ||
| --- | --- | ||
| 12. | NOTICES | ||
| --- | --- | ||
| 12.1. | All<br>notices, demands or other communications required or permitted to be given or made hereunder shall be in writing and in English and<br>delivered personally or sent by prepaid registered post (by air-mail if to an overseas address) with recorded delivery, or by courier<br>or email addressed to the intended recipient thereof at its address or at its email address set out hereunder (or to such other address<br>or email address as a Party may from time to time duly notify the other Parties). Any such notice, demand or communication shall<br>be deemed to have been duly served (if delivered personally or given or made by email) immediately or (if given or made by registered<br>post or courier) forty-eight (48) hours after posting or (if made or given to an overseas address) five (5) Business Days after posting,<br>and in proving the same it shall be sufficient to show that personal delivery was made or that the envelope containing such notice<br>was properly addressed as a prepaid registered letter or that the email was properly addressed and sent. | ||
| --- | --- | ||
| 8 | |||
| --- | |||
| 12.2. | The<br>addresses and email addresses of the Parties for the purposes of Clause 12.1 above are**:** | ||
| --- | --- | ||
| 12.2.1. | in<br>the case of service on the Seller to: | ||
| --- | --- | --- | |
| Address | : | [Address<br>to be inserted] | |
| --- | --- | --- | --- |
| Email<br>Address | : | [Email<br>to be inserted] | |
| Attention<br>to | : | [Contact<br>name to be inserted] | |
| 12.2.2. | in<br>the case of service on the Purchaser to: | ||
| --- | --- | --- | |
| Address | : | [Address<br>to be inserted] | |
| --- | --- | --- | --- |
| Email<br>Address | : | [Email<br>to be inserted] | |
| Attention<br>to | : | [Contact<br>name to be inserted] | |
| --- | --- | --- | --- |
| 12.3. | In<br>this Clause 12, if deemed receipt occurs before 9am on a Business Day, the notice shall be deemed to have been received at<br>9am on that day, and if deemed receipt occurs after 5pm on a Business Day, or on a day which is not a Business Day, the notice shall<br>be deemed to have been received at 9am on the next Business Day. | ||
| --- | --- | ||
| 13. | RIGHTS<br>AND REMEDIES | ||
| --- | --- |
The rights and remedies provided in this Agreement are cumulative, and are not exclusive of any rights or remedies of the Parties provided at law, in equity, by statute or otherwise and no failure or delay in the exercise or the partial exercise of any such right or remedy or the exercise of any other right or remedy shall affect or impair any such right or remedy.
| 14. | FORCE<br>MAJEURE |
|---|
Notwithstanding anything herein contained, none of the Parties will be liable to the other Parties for any breach or failure to perform any of its obligations under this Agreement where such breach or failure is caused directly or indirectly by war, civil commotion, hostilities, strikes, lockouts, pandemic, acts of God, governmental regulations or directions or the action or omission or purported action or omission of any Governmental Authority, or any other cause or causes beyond that Party’s reasonable control, whether similar to any of the foregoing or not, but if any Party is or is likely to be, affected by any such cause it will immediately notify the other Parties of the occurrence of the relevant event and will use all reasonable endeavours to overcome or mitigate the effects thereof.
| 15. | AMENDMENTS<br>AND WAIVERS |
|---|---|
| 15.1. | No<br>amendment, variation, revocation, cancellation, substitution or waiver of, or addition or supplement to, any of the provisions of<br>this Agreement will be effective unless it is in writing and signed by all the Parties. |
| --- | --- |
| 15.2. | No<br>waiver of any breach of any provision of this Agreement will be effective or binding unless made in writing and signed by the Party<br>purporting to give the same and, unless otherwise provided in the written waiver, will be limited to the specific breach waived. |
| --- | --- |
| 16. | ASSIGNMENT |
| --- | --- |
Unless otherwise specified in this Agreement, none of the Parties shall be entitled to transfer or otherwise assign its rights and obligations under this Agreement to a third party without the prior written consent of the other Parties and any assignment, transfer or delegation which is made without such prior written approval shall constitute a breach of this Agreement.
| 9 | |
|---|---|
| 17. | SUCCESSORS<br>AND ASSIGNS |
| --- | --- |
This Agreement will be binding upon and inure for the benefit of the respective heirs, personal representatives, successors-in-title or permitted assigns, as the case may be, of the Parties.
| 18. | NO<br>AGENCY |
|---|
Nothing in this Agreement is intended to or shall operate to create a partnership, or to authorise any Party to act as agent for the other Parties or to establish any other fiduciary relationship between the Parties. No Party has the power or the right to bind, commit or pledge the credit of the other Parties.
| 19. | ENTIRE<br>AGREEMENT |
|---|
This Agreement constitutes the entire agreement and full understanding among the Parties hereto with respect to all of the matters herein and it supersedes any previous negotiations, discussions, correspondence, arrangements, agreements and understandings among them, oral or written, with respect to the matters addressed herein.
| 20. | TIME |
|---|---|
| 20.1. | Time<br>shall be of the essence in this Agreement. |
| --- | --- |
| 20.2. | No<br>time or indulgence given by any Party to the other shall be deemed or in any way construed as a waiver of any of its rights and remedies<br>hereunder. |
| --- | --- |
| 21. | COST<br>AND EXPENSES |
| --- | --- |
Purchaser shall bear all the legal and other professional costs and expenses incurred by it in the negotiation and preparation of this Agreement and any other agreements or documents entered into or signed under or in connection with this Agreement.
| 22. | INVALIDITY<br>AND SEVERABILITY | |
|---|---|---|
| 22.1. | If<br>any provision of this Agreement is or may become invalid or unenforceable under any written Laws, or is found by any court or administrative<br>body or competent jurisdiction to be, illegal, void, invalid, prohibited or unenforceable then: | |
| --- | --- | |
| 22.1.1. | such<br>provision shall be ineffective to the extent of such illegality, voidness, invalidity, prohibition or unenforceability; | |
| --- | --- | --- |
| 22.1.2. | the<br>remaining provisions of this Agreement shall remain in full force and effect; and | |
| --- | --- | --- |
| 22.1.3. | the<br>Parties shall use their respective best endeavours to negotiate and agree on a substitute provision which is valid and enforceable<br>and achievable to the greatest extent possible the economic, legal and commercial objectives of such illegal, void, invalid, prohibited<br>or unenforceable term, condition, stipulation, provision, covenant or undertaking. | |
| --- | --- | --- |
| 23. | COUNTERPARTS<br>AND E-SIGNATURES | |
| --- | --- | |
| 23.1. | This<br>Agreement may be executed in separate counterparts, each of whom shall together be deemed an original, but all such counterparts<br>shall together constitute but one and the same Agreement of the Parties. | |
| --- | --- | |
| 23.2. | This<br>Agreement, may be accepted, executed or agreed to, through the use of an electronic signature, whether digital or encrypted, in accordance<br>with the applicable Laws. Any document accepted, executed or agreed to in conformity with such Laws will be binding on each party<br>and shall have the same legal effect, validity or enforceability as if it were physically executed. | |
| --- | --- | |
| 24. | GOVERNING<br>LAW AND JURISDICTION | |
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| 24.1. | This<br>Agreement shall be governed by, and construed in accordance with, the Laws of the Cayman Islands. | |
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| 24.2. | The<br>Parties irrevocably agree that the courts of the Cayman Islands are to have exclusive jurisdiction to settle any disputes<br>which may arise out of or in connection with this Agreement and that, accordingly, any legal action or proceedings arising out of<br>or in connection with this Agreement shall be brought in those courts and the Parties irrevocably submit to the jurisdiction of those<br>courts. | |
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| 25. | RIGHTS<br>OF THIRD PARTIES | |
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| 25.1 | A<br>person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act (As Revised) of the Cayman<br>Islands, as amended, modified, re-enacted or replaced, to enforce any term of this Agreement. | |
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| 10 |
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This Agreement has been entered into on the date of _________________________
| THE<br>SELLER | ||
|---|---|---|
| Signed | ||
| for<br>and on behalf of [*] |  |
|
| Name: | ||
| Designation: | ||
| THE<br>PURCHASER/ISSUER | ||
| --- | --- | --- |
| Signed | ||
| for<br>and on behalf of DARKIRIS INC. (Cayman Islands) | |
|
| Name: | ||
| Designation: | ||
|
||
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SCHEDULE 1
SHORT VIDEO DRAMAS SPECIFICATIONS
The Short Video Dramas are owned by [*] and are free from any Encumbrance whatsoever. The Short Video Dramas include the following:
| No. | Title | Details |
|---|---|---|
| 1*.* | [Title<br>of Short Video Drama 1] | [Number<br>of episodes, duration, genre, synopsis, and other relevant details] |
| 2. | [Title<br>of Short Video Drama 2] | [Number<br>of episodes, duration, genre, synopsis, and other relevant details] |
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