KAZR 6-K 2025 - Equibles

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 October 2025

Commission File Number: 001-42461

SKYLINE BUILDERS GROUP HOLDING LIMITED

(Registrant’s Name)

Office A, 15/F, Tower A, Capital Tower,

No. 38 Wai Yip Street, Kowloon Bay, 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

Entry into a Material Definitive Agreement

On October 31, 2025, Skyline Builders Group Holding Limited, a Cayman Islands exempted company with limited liability (the “Company”), entered into a subscription and unit purchase agreement (the “Subscription Agreement”) with a limited liability company engaged in the critical minerals space (the “LLC”), pursuant to which the Company subscribed for an approximate 20% membership interest in the LLC for a subscription price of $20,000,000.

The foregoing summary of the Subscription Agreement does not purport to be complete and is subject to and is qualified in its entirety by the copy of such document filed as Exhibit 10.1 to this Current Report on Form 6-K and incorporated herein by reference.

New Strategic Direction for the Company

The entry into the Subscription Agreement represents the start of a new strategic direction by the Company into the critical materials space. The Company seeks to become a highly strategic supplier of critical minerals and nuclear fuels with several potential acquisitions and strategic partnerships identified. The Company will focus on supplying customers in the United States preferentially over customers in other regions to ensure that US customers have access to the critical materials they require.

The Company issued a press release on November 6, 2025 announcing the signing of the Subscription Agreement and the Company’s new strategic direction into the critical materials space, and is furnished as Exhibit 99.1.

Appointment of Executive Chairman

On November 5, 2025, the board of directors of the Company appointed Mr. Paul E. Mann as the Executive Chairman, effective January 1, 2026.

Paul E. Mann co-founded ASP Isotopes Inc. in September 2021 and has served as the Chairman and Chief Executive Officer and a member of its board of directors of ASP Isotopes Inc. since incorporation. Paul also served as the Chief Financial Officer of ASP Isotopes Inc. until September 2022. Prior to ASPI, Paul was Chief Financial Officer of PolarityTE, Inc., a biotechnology company, from June 2018 until April 2020. Prior to that, he was responsible for Healthcare investments at DSAM Partners LLC, a global hedge fund. Earlier in his career, he was a portfolio manager at Highbridge Capital where he managed investments in healthcare and biotechnology. Prior to Highbridge Capital, from August 2013 to March 2016, he worked at Soros Fund Management where he was responsible for billions of dollars of investments in healthcare and chemicals companies. During his career as a healthcare and chemicals investor, Paul has helped create and fund numerous early stage and start-up companies. Prior to moving to the buy-side, Paul spent 11 years as a sell-side analyst at Morgan Stanley and Deutsche Bank. He co-managed the healthcare research team at Morgan Stanley, one of the top ranked teams in Institutional Investor, Greenwich and Reuters. He was also corporate broker to over half the UK Pharmaceutical Companies. Paul started his career as a research scientist at Procter and Gamble and he is named as the inventor of numerous skin creams in the Oil of Olay range of cosmetics. Between 2000 and 2023 he was a nonexecutive, independent director at Abeona Therapeutics (NASDAQ: ABEO), where he was the chair of the audit committee, and he is currently a director at Healthtech Solution Inc. (OTC: HLTT), where he is chairman of the board and serves on the audit committee. He was the co-founder and Chairman of Varian Biopharma, a private biotechnology company focused on precision oncology until its sale in 2023. Paul has an MA (Cantab) and an MEng from Cambridge University, UK where he studied Natural Sciences and Chemical Engineering and he is a CFA charter holder.

We believe Mr. Paul E. Mann is qualified to serve as our Executive Chairman because of his extensive experience in executive leadership, corporate finance, as well as his background in investment management and corporate governance.

On November 5, 2025, the Company entered into an executive employment agreement with Mr. Paul E. Mann, effective January 1, 2026, pursuant to which Mr. Mann will serve as Executive Chairman, receive an annual base salary of $360,000 and is be eligible for additional board fees and incentive compensation.

On November 5, 2025, the Company entered into an indemnification agreement with Mr. Paul E. Mann, effective January 1, 2026, pursuant to which the Company agreed to provide certain indemnification rights to Mr. Mann in connection with his appointment as Executive Chairman effective January 1 2026.

The foregoing summary of the executive employment agreement and indemnification agreements does not purport to be complete and is subject to and is qualified in its entirety by copies of such documents filed as Exhibit 10.2 and 10.3, respectively, to this Current Report on Form 6-K and are incorporated herein by reference.

Exhibits

Exhibit No.	Description
10.1*+	Subscription and Unit Purchase Agreement dated October 31, 2025
10.2*	Executive Employment Agreement dated November 5, 2025
10.3*	Indemnification Agreement dated November 5, 2025
99.1**	Press Release dated November 6, 2025
*	Filed<br>herewith.
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**	Furnished<br>herewith.
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+	Portions of this exhibit have been omitted in compliance with Regulation S-K Item 601(b)(10)(iv) because the registrant has determined<br>that the information is not material and is the type that the registrant treats as private or confidential.
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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.

	Skyline Builders Group Holding Limited
Date: November 6, 2025	By:	/s/ Ngo Chiu Lam
	Name:	Ngo Chiu, LAM
	Title:	Chairman of the Board, Chief Executive Officer and Director

Exhibit10.1

“[***]= certain identified information has been excluded from the exhibit because it is both not material and is the type that the Registranttreats as private or confidential.”

THE SECURITIES DESCRIBED BELOW HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER. ADDITIONALLY, ANY SALE OR OTHER TRANSFER OF THESE SECURITIES IS SUBJECT TO CERTAIN RESTRICTIONS THAT ARE SET FORTH IN THE COMPANY AGREEMENT.

[***]

SUBSCRIPTION AND UNIT PURCHASEAGREEMENT

The undersigned subscriber (the “Subscriber”) hereby acknowledges having received and carefully read the Second Amended and Restated Company Agreement, effective September 4, 2024 (“Company Agreement”) of [***] (the “Company”), a limited liability company organized under the laws of the State of Delaware, and wishes to subscribe as a Member of the Company. Capitalized terms not herein defined are used as defined in the Company Agreement. The Subscriber hereby agrees with the Company as follows:

1. Subscription

Subject to the terms and conditions of this subscription and unit purchase agreement (“Subscription Agreement” or the “Agreement”), the Subscriber hereby subscribes to make a capital contribution to the Company (the “Subscription”) in the aggregate amount set forth on the signature page hereto for Units (as defined in the Company Agreement) of the Company having a blended purchase price of $1.124449 per Unit. The subscription amount will be due and payable as provided in the Company Agreement. The Company represents and warrants to Subscriber that (i) a Subscription for $20,000,000 (the “Subscription Amount”) will be evidenced by 17,786,494 Units (the “Purchased Units”), representing a 20.59% fully diluted Membership Interest (as defined in the Company Agreement) in the Company (after giving effect to all outstanding Incentive Units, as defined in the Company Agreement), (ii) such Purchased Units will be fully-paid and non-assessable, subject to no lien or other encumbrance (each, a “Lien”), (iii) the Subscription of the Purchased Units by Subscriber and the Company Agreement have been duly authorized by the members and managers of the Company and have been duly executed and delivered by the Company, (iv) and the Subscription of the Purchased Units does not require the consent of any third party or conflict with or violate any of the Company’s organizational documents, including its Certificate of Formation, Company Agreement or contracts or agreements to which the Company is party. These representations and warranties of the Company shall survive subject to the applicable statute of limitations.

2. Acceptance of Subscription Agreement by the Company

It is understood and agreed that this Subscription Agreement is made subject to the following terms and conditions:

(a) The Company shall have the right to accept or reject this Subscription Agreement and shall have the right to accept or reject all or part of the requested subscription in the Company’s sole and absolute discretion, and this Subscription Agreement and the Subscription shall be deemed to be accepted by the Company only when the Subscriber has been admitted into the Company as a Member by enrollment as a Member in the books and records of the Company. If the Company chooses to accept only part of the requested Subscription Amount, then the Company shall be authorized to revise the amount indicated as the Subscription on the Subscriber’s signature page to this Subscription Agreement and shall notify the Subscriber in writing of such revision promptly after the closing of the sale and purchase of the Subscriber’s Purchased Units and admission as a Member of the Company (the “Closing”) (the amount as so revised shall thereafter be the Subscriber’s Subscription for all purposes hereof).

(b) If the Subscriber becomes a Member as provided for in this Section 2, the Subscriber expressly agrees (i) to become a Member of the Company and (ii) to be bound, to the same extent as if the Subscriber had executed a counterpart of the Company Agreement, by all the terms and provisions of the Company Agreement, as amended from time to time, and to perform all obligations therein imposed upon a Member with respect to the Subscriber’s Purchased Units.

(c) The Closing shall take place shall take place remotely via the exchange of documents and signatures, on the date of this Subscription Agreement, which shall be no later than October 31, 2025. At the Closing:

(i) Subscriber shall deliver the Subscription Amount, by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company;

(ii) Subscriber and the Company shall deliver each of its signature pages to this Subscription Agreement and the Company Agreement (the “LLC Signature Page”);

(iii) The Company and the Subscriber shall deliver such other documents, instruments or certificates relating to the transactions contemplated by this Subscription Agreement as the Company or the Subscriber, as the case may be, may reasonably request.

This Subscription Agreement, the LLC Signature Page, the Company Agreement and the other documents relating to the Subscription are referred to as the “Transaction Documents.”

3. Return of Documents and Funds

All subscription documents and funds tendered to the Company will be promptly returned to the Subscriber, without interest, if this subscription is not accepted and executed by the Company for any reason. This Subscription Agreement shall be binding upon the Subscriber upon acceptance and execution of this Subscription Agreement by the Company.

4. Representations and Warranties of the Subscriber

The undersigned Subscriber, after due inquiry to determine the truthfulness of such representations and warranties, hereby represents and warrants to the Company as follows:

(a) That, (i) the Subscriber can bear the economic risk of losing the Subscriber’s entire investment in the Purchased Units; (ii) the Subscriber’s financial capacity is such that the total cost of his investment in the Purchased Units is not material when compared to his total financial capacity; (iii) the Subscriber has adequate means of providing for the Subscriber’s current needs and personal contingencies and has no need for liquidity in the Subscriber’s investment in the Purchased Units; (iv) the Subscriber has no reason to anticipate any change in Subscriber’s personal circumstances, financial or otherwise, which may cause Subscriber to attempt to resell or transfer the Purchased Units; (v) the Subscriber has substantial experience in making investment decisions of this type in making this investment decision; (vi) the Subscriber has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the relative merits and risks of this investment; and (vii) the Subscriber is investing in the Company for economic profit determined without regard to possible tax benefits that may be received in connection with such investment.

(b) The Subscriber has received, carefully read, understood and agrees with and is familiar with this Subscription Agreement and the Company Agreement, and the Subscriber confirms that all documents, records and books pertaining to the investment in the Company and requested by the Subscriber have been made available or delivered to the Subscriber other than those documents, records, and books that the Company has stated do not exist.

(c) If the Subscriber is a partnership, corporation, trust or other entity, (i) it is duly organized, validly existing and in good standing under the laws of the state in which it was formed, (ii) has obtained the necessary consents or approvals and has the requisite power and authority to execute, deliver and perform this Subscription Agreement and the Company Agreement and to consummate the transactions contemplated hereby and thereby, (iii) the Subscriber was not organized for the specific purpose of acquiring Purchased Units or intends to invest 40% or more of its committed capital on acquiring Purchased Units or allows its individual equity holders to make independent investment decisions regarding their invested capital contributions, (iv) in the event the Subscriber was formed for the purpose of acquiring Purchased Units or intends to invest 40% or more of its committed capital on acquiring Purchased Units, or allows its equity holders to make independent investment decisions with respect to their capital contributions, all beneficial owners of the Subscriber are “Accredited Investors,” within the meaning of Securities and Exchange Commission (“SEC”) Rule 501 of Regulation D, as presently in effect, (v) the Subscriber is not a registered investment company under the Investment Company Act of 1940, a “business development company” as defined in Section 29(a)(48) of the 1940 Act or a company exempt from registration under Section 3(c)(1) or 3(c)(7) of the 1940 Act and (vi) in the event the Subscriber falls under one of the categories listed in (v) of this subsection, the Subscriber’s beneficial owners are Accredited Investors.

(d) If the Subscriber is a natural Person or if beneficial ownership of the Subscriber is held through a revocable grantor trust or an individual retirement account, the Subscriber or the Subscriber’s beneficial owner is at least twenty-one (21) years old.

(e) The Subscriber represents and acknowledges that this Subscription Agreement has been duly executed and delivered by the Subscriber and execution and delivery of this Subscription Agreement by the Subscriber, is a valid and binding obligation of the Subscriber enforceable against it in accordance with its terms, except that such enforcement may be subject to or limited by (a) bankruptcy, insolvency or other similar laws, now or hereafter in effect, affecting creditors’ rights generally, and (b) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity) (the foregoing clauses (a) and (b) are referred to as the “Enforceability Exceptions”).

(f) The Subscriber has had an opportunity to ask questions of and receive answers from the Company, or a Person or Persons acting on their behalf, concerning the terms and conditions of this investment. The Subscriber has investigated the acquisition of the Purchased Units to the extent the Subscriber deemed necessary or desirable and the Company has provided the Subscriber with any assistance it has requested in connection therewith.

(g) The Subscriber understands that, in reliance on applicable exemptions from registration requirements, no Purchased Units have been registered under the Securities Act of 1933, as amended (the “Securities Act”), any state securities law or foreign jurisdiction, and the Subscriber further understands and acknowledges that the Subscriber is purchasing an interest in the Company without regard to any offering literature or prospectus. This Subscription Agreement as supplied to the Subscriber replace and supersede any information, oral or written, previously provided to any prospective investor regarding the Purchased Units.

(h) The Subscriber understands and agrees that the Purchased Units shall not be sold, pledged, hypothecated or otherwise transferred, except as provided in the Company Agreement and in accordance with applicable federal and state securities laws.

(i) The Subscriber understands that the Purchased Units for which the Subscriber hereby subscribes are being acquired solely for the Subscriber’s own account, for investment, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; the Subscriber has no present plans to enter into any contract, undertaking, agreement or arrangement for resale, distribution, subdivision or fractionalization of the Purchased Units. In order to induce the Company to issue and sell the Purchased Units subscribed for hereby to the Subscriber, it is agreed that the Company will have no obligation to recognize the ownership, beneficial or otherwise, of such Purchased Units by anyone but the Subscriber.

(j) The Subscriber has received, completed and returned to the Company the Questionnaire, as an appendix to this Subscription Agreement, relating to the Subscriber’s general ability to bear the risks of an investment in the Company and the Subscriber’s suitability as an investor in a private offering, and the Subscriber hereby affirms the correctness and completeness of the Subscriber’s recorded on such Questionnaire, including, but not limited to, the Subscriber’s net worth and annual gross income stated in the Questionnaire. The Subscriber also hereby affirms that all Persons required to complete the Questionnaire, in accordance with its terms, have completed the Questionnaire and the Subscriber attests to the correctness and completeness of such responses.

(k) That this Subscription Agreement does not contain any untrue statement of a material fact or omit any material fact concerning Subscriber.

(l) The Subscriber acknowledges, agrees, and is aware of the following:

(i) The Company has limited significant financial or operating history; this is the Company’s first venture; and the Purchased Units are a speculative investment that involve a high degree of risk of loss by the Subscriber of the Subscriber’s entire investment in the Company.

(ii) Due to the high degree of risk of loss of the Subscriber’s entire investment in the Company, the Purchased Units may only be sold to Persons who understand the nature of the Company and for whom the investment is suitable. Suitability is to be determined by the Company by taking into account all facts and circumstances, including the purchaser’s station in life, net worth and income, education, experience in investments, and investment objectives.

(iii) No federal or state agency has made any finding or determination as to the fairness of an investment in, nor any recommendation or endorsement of, the Purchased Units.

(iv) There are substantial restrictions on the transferability of the Purchased Units; the Purchased Units will not be, and investors in the Company have no rights to require that the Purchased Units be, registered under the Securities Act or any state securities law; there will be no public market for the Purchased Units; and, accordingly, the Subscriber may have to hold the Purchased Units indefinitely, and it may not be possible for the Subscriber to liquidate any or all the Subscriber’s investment in the Company.

(v) The tax effects that may be expected from investment in the Purchased Units are not susceptible to firm prediction, and new developments in rulings of the Internal Revenue Service, audit adjustments, court decisions or legislative changes may have an adverse effect on one or more of the tax consequences sought by the Company.

(vi) The Company and its Affiliates may have potential conflicts of interest including, but not limited to, conflicts involving investment decisions, allocation of time for management and corporate opportunity.

(vii) None of the following have ever been represented, guaranteed or warranted to the Subscriber by the Company, its Managers, its Members, its officers, its agents, its employees, the Company’s attorneys, or any other Person, either expressly or by implication:

(A) The approximate or exact length of time that the Subscriber will be required to remain as owner of the Subscriber’s Purchased Units.

(B) The percentage of profit and/or amount or type of consideration, profit or loss (including tax write offs and/or tax benefits) to be realized, if any, as a result of this investment.

(C) That the past experience on the part of the Managers, the Company’s officers, their Affiliates or their respective equity holders, managers, officers, directors or employees will in any way indicate the predictable results of the ownership of Purchased Units or of the overall Company venture.

(viii) THE SUBSCRIBER ACKNOWLEDGES AND AGREES THAT ANY PRO FORMA PROJECTIONS PROVIDED TO SUBSCRIBER ARE MERELY GOOD FAITH ESTIMATES AND NOT PREDICTIONS OR GUARANTEES OF THE PERFORMANCE OF THE COMPANY.

THE SUBSCRIBER ALSO ACKNOWLEDGES AND AGREES THAT THE SUBSCRIBER HAS NOT RELIED ON THE COMPANY’S ATTORNEYS’ STATEMENTS, OPINIONS, OR REPRESENTATIONS, IF ANY, WITH RESPECT TO ANY ASPECT OF THIS TRANSACTION. THE SUBSCRIBER AGREES THAT THERE IS NO ATTORNEY – CLIENT OR OTHER FIDUCIARY RELATIONSHIP BETWEEN THE SUBSCRIBER AND THE COMPANY’S ATTORNEYS.

THE SUBSCRIBER ACKNOWLEDGES AND AGREES THAT THE COMPANY OR ITS REPRESENTATIVES HAVE ADVISED THE SUBSCRIBER THAT HE, SHE OR IT, SHOULD OBTAIN INDEPENDENT LEGAL ADVICE AND/OR OPINIONS REGARDING EACH ASPECT OF THIS TRANSACTION, INCLUDING A REVIEW OF THE COMPANY AGREEMENT., FROM COUNSEL OF THEIR CHOOSING AND THAT THE SUBSCRIBER HAS EITHER DONE SO OR HE, SHE OR IT HAS ELECTED NOT TO DO SO.

Subscriber further acknowledges that the Purchased Units must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available. Subscriber is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of securities purchased in a private placement subject to certain limitations and to the satisfaction of certain conditions, including, among other things, the existence of a public market for the securities, the availability of certain current public information about the Company, the lapse of at least six months after a party purchases and pays for the securities, the sale being effected through a “broker’s transaction” or in transactions directly with a “market maker” and the observance of certain volume restrictions.

(m) The Subscriber acknowledges that the Company is subject to certain legal requirements that require the Company to verify the source of funds paid to the Company by the Subscriber and/or the identity of the Subscriber and Persons associated with the Subscriber. The Subscriber agrees to reasonably cooperate with the Company in this regard and to provide such information and materials as may from time to time be requested by the Company for such purposes.

(n) The Subscriber represents and warrants that Subscriber is not subscribing for Purchased Units as a result of or subsequent to its introduction of any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over the Internet, television or radio or presented at any seminar or meeting or any public announcement by the Company.

(o) The Subscriber represents and warrants that neither the execution, delivery or performance of this Subscription Agreement and the Company Agreement by the Subscriber nor the consummation by the Subscriber of the transactions contemplated hereby and thereby will (i) if the Subscriber is not a natural Person, violate any provision of the governmental documents of the Subscriber, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, license, lease, contract, agreement or other instrument or obligation to which the Subscriber is a party or by which it or any of its assets may be bound or (iii) violate or cause the Company to violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Subscriber or any of his/her or its assets, including, but not limited to violations of the Class B United States Bank Secrecy Act, the Class B United States International Money Laundering Abatement and Anti-Terrorism Financing Act of 2001 or the USA PATRIOT ACT, including, but not limited to, the Subscriber being deemed a “prohibited person” as defined in such act.

(p) The Subscriber represents and warrants that there are no actions, suits, proceedings or investigations pending against Subscriber or Subscriber’s assets before any court or governmental agency (nor, to Subscriber’s knowledge, is there any threat thereof) which would impair in any way Subscriber’s ability to enter into and fully perform Subscriber’s commitments and obligations under this Subscription Agreement or the transactions contemplated hereby.

(q) Except and unless the Subscriber has checked the box indicating that it is an “ERISA Partner” (as defined in the Company Agreement) on the signature page hereto, none of the Subscriber’s assets consist of assets of (i) an employee benefit plan within the meaning of Section 3(3) of ERISA that is subject to Title I of ERISA or a plan within the meaning of Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code, or (ii) a “benefit plan investor” within the meaning of the U.S. Department of Labor Regulation Section 2510.3-101 (the “Plan Asset Regulations”), as modified by Section 3(42) of ERISA, such as certain insurance company general and separate accounts and certain collective investment funds (“Plan Assets”). If the Subscriber has checked the box indicating that it is an “ERISA Partner” or is subject to any law similar to Title I of ERISA or Section 4975 of the Code, the Subscriber represents that: (i) it is aware of and has taken into consideration its fiduciary duties including the diversification requirements of Section 404(a)(1)(C) of ERISA or any applicable similar law; (ii) it has concluded that its proposed investment in the Company is a prudent one; and (iii) this subscription and the investment contemplated hereby are in accordance with all requirements applicable to the Subscriber under its governing instruments, ERISA, the Code, and any similar laws. If the Subscriber is (directly or indirectly) investing assets that consist of Plan Assets, the Subscriber’s investment in the Company will not subject the Company to the provisions of any federal, state, local, non-U.S. or other laws or regulations that are similar to the provisions of Title I of the ERISA or Section 4975 of the Code. For so long as the Company is not deemed to hold Plan Assets within the meaning of the Plan Asset Regulations, as modified by Section 3(42) of ERISA, the Subscriber is not aware of any other circumstance that would cause the Managers, Members, or the Company’s officers to be a “fiduciary” (within the meaning of Section 3(21) of ERISA or any applicable similar law) under ERISA or any applicable similar law with respect to any assets of the Subscriber by reason of the Subscriber’s investment in the Company. The Subscriber has not and is not relying on the Company to provide, and that the Company has not provided, any kind of investment advice with respect to the Subscriber’s purchase or commitment to purchase an interest in the Company. The Subscriber understands and agrees that ERISA Partners may not own 25% or more of the Purchased Units and Subscriptions from such investors will be reduced accordingly.

(r) The Subscriber agrees (i) to provide promptly to the Company upon request any information deemed necessary for the Company to comply with its obligations to make basis adjustments required under Code Sections 734 or 743, including, without limitation, the information specified in Treasury Regulations Section 1.743-1(k) and (ii) if the Subscriber is required to adjust its tax basis in its interest in the Company pursuant to Code Section 734 or 743, or transfers part or all of its interest in the Company in a sale or exchange that is subject to Code Section 743, the Subscriber will advise promptly the Company of all details relating to such adjustment or transfer deemed necessary for the Company to comply with its obligations under Code Section 734 or 743, and will reimburse the Company for any expenses incurred by the Company with respect to any tax basis adjustments the Company may as a result be required to make.

(s) The Subscriber has fully and accurately completed and delivered to the Company Internal Revenue Service (“IRS”) Form W-9 (the URL address for such form is included in the Subscription Instructions hereto); unless the Subscriber is not a Class B United States Person within the meaning of Section 7701(a)(3) of the Code in which case the Subscriber has fully and accurately completed and delivered to the Company IRS Form W-8BEN, Form W-8ECI, Form W-8EXP or Form W-8IMY, as appropriate. The Subscriber will promptly inform the Company in the event of any change in such information, including if the Subscriber becomes (or ceases to be) a Class B United States Person, and will execute and deliver to the Company a new Form W-8 or Form W-9, as applicable.

(t) The Subscriber represents and warrants that except for a placement agent agreement with certain placement agent in connection with services provided in connection with the transactions contemplated hereby (the “PA Agreement”) neither the Subscriber nor any of its officers, directors or employees has employed or engaged any broker or finder in connection with the transactions contemplated by this Subscription Agreement and no fee or other compensation is or will be due and owing on behalf of the Subscriber to any broker, finder, underwriter, placement agent or similar person in connection with the transactions contemplated by this Subscription Agreement. All obligations owed under the PA Agreement will be paid by the Subscriber at Closing in the form of cash and warrants of the Subscriber; and the Subscriber agrees to indemnify the Company and all of its affiliates from and against any claims relating to or in connection with the PA Agreement.

(u) The Subscriber agrees that the Subscription is made without the benefit of a placement agent and is facilitated by the Company.

(v) The Subscriber agrees that the subscription funds will be deposited in a Company bank account and will not be held in escrow.

The foregoing representations and warranties are true and accurate as of the date hereof and shall be true and accurate as of the date of submission to the Company and shall survive such delivery as provided in Section 5 hereof. If in any respect such representation and warranties shall not betrue and accurate at any time during the life of the Company, the Subscriber shall give immediate notice of such fact to the Company byfacsimile or email, specifying which representations and warranties are not true and accurate and the reasons therefor. The Subscriberunderstands that unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the Subscriber’srepresentations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed and confirmed as of theClosing.

5. Representations and Warranties of the Company. The Company, after due inquiry to determine the truthfulness of such representations and warranties, in addition to the representations and warranties set forth in Section 1, hereby represents and warrants to the Subscriber as follows:

(a) Subsidiaries. The Company’s only subsidiary is [***] (the “Subsidiary”). The Company owns, directly or indirectly, all of the capital stock or other equity interests of the Subsidiary free and clear of any Liens, and all of the issued and outstanding equity Subsidiary is validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

(b) Organizationand Qualification. The Company and the Subsidiary is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, formation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor the Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of formation or incorporation, bylaws, the Company Agreement (as to the Company), operating agreement, or other organizational or charter documents. Each of the Company and the Subsidiary 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, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, or financial condition of each of the Company and the Subsidiary, and as taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”), 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.

(c) Authorization;Enforcement. The Company has the requisite limited liability company power and authority to enter into and to consummate the transactions contemplated by this Subscription Agreement and each of the other Transaction Documents, and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Subscription Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, any of its members (collectively, the “Members”), or any of its Managing Members or Managers (each as defined in the Company Agreement), in connection herewith or therewith other than in connection with the Required Approvals. This Subscription Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. The Company Agreement has not been amended or otherwise modified since September 4, 2024, and has been in full force and effect since that date.

(d) NoConflicts. The execution, delivery and performance by the Company of this Subscription Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Purchased Units and the consummation by the Company of the transactions contemplated hereby and thereby, do not and will not (i) conflict with or violate any provision of the Company’s certificate of formation or the Company Agreement, or the certificate or articles of incorporation, bylaws, operating agreement, or other organizational or charter documents of any Subsidiary, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution or similar adjustments, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal, state, local, [***] and other foreign laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

(e) Filings,Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local, [***] or other foreign governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than (i) the filing of Form D with the U.S. Securities and Exchange Commission (the “Commission”) and such filings as are required to be made under applicable state securities laws and (ii) the consents and approvals set forth on Schedule 5(e) (collectively, the “Required Approvals”).

(f) Issuanceof the Securities; Registration. The Purchased Units are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than the restrictions on transfer provided for in the Transaction Documents.

(g) Capitalization. The capitalization of the Company as of the date hereof is as has been provided to the Subscriber; a copy thereof is attached to this Subscription Agreement as Annex A.

(h) MaterialContracts. As to all contracts to which the Company or the Subsidiary is a party and which are reasonably deemed to be material to the Company’s and/or the Subsidiary’s business and operations (“Material Contracts”): (i) each such Material Contract is valid and binding and enforceable in all respects against the Company and/or the Subsidiary, as the case may be and, to the knowledge of the Company, each other party thereto, and is in full force and effect (except, in each case, as such enforcement may be limited by the Enforceability Exceptions), in each case, except as would not be reasonably expected to be, individually or in the aggregate, material to the Company or to the Subsidiary; (ii) the consummation of the transactions contemplated hereby will not affect the validity or enforceability of such Material Contract; (iii) neither the Company nor the Subsidiary is in breach or default of such Material Contract in any material respect; (iv) to the knowledge of the Company, no other party to such Material Contract is in breach or default in any material respect; (v) the Company and/or the Subsidiary has not received written or, to the knowledge of the Company and/or the Subsidiary, oral notice of an intention by any party to such Material Contract to terminate such Material Contract; and (vi) neither the Company nor the Subsidiary has waived any material rights under any such Material Contract. For the avoidance of doubt, (x) the term “Material Contract” includes, without limitation, all [***] licenses and other [***] related contracts that have been provided to the Subscriber in the Company’s data room or otherwise prior to the execution of this Agreement and (y) there are no licenses or [***] related contracts that are Material Contracts but which have not so been provided to the Subscriber.

(i) Litigation. There is no action, arbitration, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local [***] or other foreign) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any Managing Member, Manager or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty.

(j) LaborRelations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or the Subsidiary’s employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor the Subsidiary is a party to a collective bargaining agreement, and the Company and the Subsidiary believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or the Subsidiary to any liability with respect to any of the foregoing matters. The Company and the Subsidiary are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(k) Compliance. Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.

(l) EnvironmentalLaws. The Company and the Subsidiary (i) are in compliance with all federal, state, local, [***] and other foreign laws relating to pollution or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface strata), including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”), (ii) have received all permits licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (iii) are in compliance with all terms and conditions of any such permit, license or approval except where in each clause (i), (ii) and (iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

(m) Regulatory Permits. The Company and the Subsidiary possess all certificates, authorizations and permits issued by the appropriate federal, state, local, [***] or other foreign regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits could not reasonably be expected to result in a Material Adverse Effect (“Material Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any Material Permit.

(n) Titleto Assets. The Company and the Subsidiary have good and marketable title in fee simple or leasehold interests to all real property owned by them and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiary, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiary, and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiary are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiary are in compliance.

(o) IntellectualProperty. The Company and the Subsidiary have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses and which the failure to so have would reasonably be expected to have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Subscription Agreement, except where such expiration, termination or abandonment would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary has received, since the date of the latest financial statements provided to the Subscriber, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and the Subsidiary have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(p) Insurance. The Company and the Subsidiary are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiary are engaged, including, but not limited to, directors and officers insurance coverage at least equal to the aggregate Subscription Amount. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

(q) InvestmentCompany. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Purchased Units, will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration under the Investment Company Act of 1940, as amended.

(r) TaxStatus. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company and the Subsidiary each (i) has made or filed all United States federal, state and local income and all [***] or other foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such claim.

(s) ForeignCorrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent or other person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of the U.S. Foreign Corrupt Practices Act, as amended to date.

(t) Acknowledgment Regarding Subscriber’s Purchase of Purchased Units. The Company acknowledges and agrees that, to the knowledge of the Company, the Subscriber is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. The Company further acknowledges that, to the knowledge of the Company, the Subscriber is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by the Subscriber or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Subscriber’s purchase of the Purchased Units. The Company further represents to the Subscriber that the Company’s decision to enter into this Subscription Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

(u) Cybersecurity. Except as would not reasonably be expected to result in a Material Adverse Effect (i) there has been no material security breach of or relating to any of the Company’s or the Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively, “IT Systems and Data”), (ii) the Company and the Subsidiary have not been notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any material security breach to its IT Systems and Data, (iii) the Company and the Subsidiary are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, individually or in the aggregate, have a Material Adverse Effect; (iv) the Company and the Subsidiary have implemented and maintained commercially reasonable safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data, and (v) the Company and the Subsidiary have implemented commercially reasonable backup and disaster recovery technology.

(v) Officeof Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.

(w) U.S.Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon the Subscriber’s request.

(x) BankHolding Company Act. Neither the Company nor the Subsidiary or Affiliates is subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Neither the Company nor the Subsidiary or Affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor the Subsidiary or Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

(y) MoneyLaundering. The operations of the Company and the Subsidiary are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”), and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.

(z) PrivatePlacement. Assuming the accuracy of the Subscriber’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Purchased Units by the Company to the Subscriber as contemplated hereby.

(aa) No General Solicitation. Neither the Company nor any Person acting on behalf of the Company has offered or sold any of the Purchased Units by any form of general solicitation or general advertising. The Company has offered the Purchased Units for sale only to the Subscriber as an “accredited investor” within the meaning of Rule 501 under the Securities Act.

(bb) Brokers. Neither the Company nor any of its officers, directors or employees has employed or engaged any broker or finder in connection with the transactions contemplated by this Subscription Agreement and no fee or other compensation is or will be due and owing on behalf of the Company to any broker, finder, underwriter, placement agent or similar person in connection with the transactions contemplated by this Subscription Agreement

6. Company and Managing Member Covenant

The Company and the Managing Member hereby each covenant to the Subscriber that for as long as the Subscriber owns any Unites, any efforts and investments in which any of the Company, or the Managing Member and/or any of its affiliates, is involved, that relates to (i) [***] (in addition to [***]) in [***], including the [***], and/or (ii) the financing of any such efforts and investments (whether by the Import-Export Bank of the United States, the U.S. International Development Finance Corporation, or any other governmental, quasi-governmental or private sources) will be directed through, funded through and become the assets of the Company, and the Company, the Managing Member and their affiliates will not divert any such efforts, investments or funding to any entity other than the Company.

7. Survival of Representations and Warranties; Indemnification

Each of the Subscriber and the Company acknowledges and understands the meaning and legal consequences of its representations, warranties and covenants set forth in this Subscription Agreement, including the Questionnaire, and any documents delivered in connection with this Subscription Agreement, and that the Company, each Manager, and each Member have relied or will rely upon such representations, warranties and covenants, and the Subscriber hereby agrees to indemnify and hold harmless the Company, each Manager, each Member, the Company’s officers, the Company’s attorneys, and their collective and/or respective partners, officers, directors, general partners, members, controlling persons, agents, attorneys, and employees, from and against any and all loss, claim, damage, liability or expense, and any action in respect thereof, joint or several, to which any such person may become subject, due to or arising out of a breach of any such representation, warranty or covenant, together with all reasonable costs and expenses (including attorneys’ fees and court costs) incurred by any such Person in connection with any action, suit, proceeding, demand, assessment or judgment incident to any of the matters so indemnified against, including, but not limited to, any action for securities laws violations by or on behalf of the Subscriber that is finally resolved by judgment against the Subscriber. All representations, warranties and covenants contained in this Subscription Agreement and any other documents delivered in connection with this Subscription Agreement, and the indemnification contained in this Section 7, shall survive the acceptance of this subscription.

8. Transferability

The Subscriber agrees not to transfer or assign this Subscription Agreement or any of the Subscriber’s interest herein, and further agrees that the assignment and transferability of the Purchased Units acquired pursuant hereto shall be made only in accordance with the Company Agreement and in compliance with applicable federal and state securities laws as well as any applicable foreign laws. This Subscription Agreement shall be binding on and inure to the benefit of the legal representatives and permitted successors and assigns of the parties hereto.

(a) Legend.

(i) Subscriber understands that any and all certificates representing the Purchased Units and any and all securities issued in replacement thereof or in exchange therefore shall bear the following legend or one substantially similar thereto, which Subscriber has read and understands:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS LIMITED LIABILITY COMPANY, IS AVAILABLE.”

(ii) In addition, the certificates (if any) representing the Purchased Units, and any and all securities issued in replacement thereof or in exchange therefore, shall bear such legend as may be required by the securities laws of the jurisdiction in which Subscriber resides.

(iii) Because of the restrictions imposed on resale, Subscriber understands that the Company shall have the right to note stop-transfer instructions in its transfer records, and Subscriber has been informed of the Company’s intention to do so. Any sales, transfers, or any other dispositions of the Purchased Units by Subscriber, if any, will be in compliance with the Securities Act and all applicable rules and regulations promulgated thereunder.

9. Revocation

The undersigned Subscriber agrees that it shall not cancel, terminate or revoke this Subscription Agreement or any agreement of the undersigned made hereunder and that this Subscription Agreement shall survive the death or disability of the undersigned Subscriber, except as provided elsewhere in this Subscription Agreement.

10. Termination of Subscription Agreement

If the Company elects to terminate this Subscription Agreement for any reason, or if the representations and warranties relating to the financial condition of the Subscriber referred to in Section 4 hereof shall not be true prior to the admission of the Subscriber as a Member and written notice of such fact has been given to the Company prior to such admission, then and in any such event this Subscription Agreement shall be null and void and of no further force and effect, and no party shall have any rights against any other party hereunder or under the Company Agreement, and the subscription funds, without interest, and this Subscription Agreement shall be promptly returned to the Subscriber.

11. Intentionally Deleted.

12. Miscellaneous

(a) Notices. All notices or other communications given or made hereunder shall be in writing and shall be personally delivered or mailed by registered or certified mail, return receipt requested, postage prepaid, to the Subscriber at its primary address, telephone number or email address set forth in the Subscriber’s Investor Contact Sheet, the form of which is attached hereto as Appendix B. If to the Company at its address or email address set forth below:

[***]

Attn: [***]

[***]

Email: [***]

(b) GoverningLaw. This Subscription Agreement and any litigation between the parties arising out of this Subscription Agreement (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of Delaware, without giving effect to its choice of laws principles.

(c) Consentto Jurisdiction. To the fullest extent permitted by applicable law, each of the parties to this Subscription Agreement (i) irrevocably agrees that all claims or causes of action (whether in contract or tort) that arise out of this Subscription Agreement or any of the other agreements, instruments or documents contemplated by this Subscription Agreement shall be exclusively resolved by the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware (and the Complex Commercial Litigation Division thereof if such division has jurisdiction over the particular matter), or if the Superior Court of the State of Delaware does not have jurisdiction, any federal court of the United States of America sitting in the State of Delaware) (the “Delaware Courts”), and (ii) waives any objection or defense that it may now or hereafter have to the resolution of any such claims or causes of action by the Delaware Courts. Each of the parties to this Subscription Agreement consents to and agrees that service of process, summons, notice or document delivered to a party to this Subscription Agreement by certified or registered mail, return receipt requested and postage prepaid, addressed to it at the applicable address set forth in Section 12(a) or in any other manner permitted by applicable law shall, to the fullest extent permitted by applicable law, be effective service of legal process.

(d) WAIVEROF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, THE SUBSCRIBER WAIVES, AND COVENANTS THAT SUCH SUBSCRIBER WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM OR PROCEEDING ARISING OUT OF THIS SUBSCRIPTION AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH THE DEALINGS OF THE SUBSCRIBER OR THE COMPANY IN CONNECTION WITH ANY OF THE ABOVE, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER IN CONTRACT, TORT OR OTHERWISE. The Company or any Subscriber may file an original counterpart or a copy of this paragraph with any court as written evidence of the consent of the Subscriber to the waiver of their rights to trial by jury.

(e) Amendments. This Subscription Agreement may be amended only by a writing executed by all parties hereto.

(f) Conditionsto Obligations of the Company. The obligations of the Subscriber to purchase and pay for the Purchased Units and of the Company to sell the Purchased Units are subject to the satisfaction at or prior to the Closing of the following condition precedent: the representations and warranties of the Subscriber contained in Section 4 hereof shall be true and correct as of the Closing in all respects with the same effect as though such representations and warranties had been made as of the Closing*.*

(g) PublicAnnouncements. The Company and the Subscriber agree that neither will make any public disclosure of this Subscription Agreement and the transactions contemplated hereby without the prior written consent of the other party.

(h) Taxes. All taxes imposed by law on Subscriber in connection with the issuance, sale and delivery of the Purchased Units will be fully paid by Subscriber and all laws imposing such taxes will be fully complied with by Subscriber. Subscriber understands that Subscriber (and not the Company) shall be responsible for Subscriber’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Subscription Agreement.

(i) Sectionand Other Headings. The section and other headings contained in this Subscription Agreement and its appendixes are for reference purposes only and shall not affect the meaning or interpretation of this Subscription Agreement.

(j) Counterparts. This Subscription Agreement may be executed in any number of counterparts, each of which shall be an original but all of which taken together shall constitute one Agreement.

(k) ConflictingTerms. In the event of a conflict between the terms of this Subscription Agreement or the Company Agreement, the terms of the Company Agreement shall prevail.

(l) Severability. If any term or provision of this Subscription Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Subscription Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

(m) EntireAgreement. This Subscription Agreement and the Company Agreement represent the entire agreement between the parties concerning the subject matter hereof, and all oral discussions and prior agreements are hereby merged into this Subscription Agreement.

[SIGNATURE PAGE FOLLOWS]

SIGNATURE PAGES TO SUBSCRIPTION AGREEMENT

CAPITAL SUBSCRIPTION:	20,000,000	October 31, 2025
UNITS:	17,786,494
PRICE PER UNIT:	1.124449

All values are in US Dollars.

Executed by:	If Applicable:
SkyLine Builders Group Holding Limited
Print Full Legal Name of Subscriber	Print Full Legal Name of Joint Subscriber
By:	Skyline Builders Group Holding Limited	By:
---	---	---	---
By:	Ngo Chiu LAM
	Signature		Signature of Other Signatory (if Joint Subscriber or Other Person whose Signature is Required)
/s/ Ngo Chiu LAM
Print Name of Signatory		Print Name of Other Signatory
		(if Joint Subscriber or Other Person Whose Signature is Required)
Chief Executive Officer
Print Title (if applicable)		Print Title (if applicable)
Tax ID Number:		Tax ID Number:
---	---	---	---
	Social Security Number or Federal Employer Identification Number		Social Security Number or Federal Employer Identification Number of Joint Subscriber (if applicable)
Non-U.S. Tax Status/Number:
---	---
	(if non-U.S. investor)
Jurisdiction of Organization:	Cayman Islands
---	---

☐ Please check the box if the Subscriber is an ERISA Partner (as defined in the Company Agreement).

ACCEPTED THIS ____ DAY OF OCTOBER, 2025.
[]*
By:	/s/ []*
Name:	[]*
Title:	Manager

Exhibit10.2

EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 5th day of November, 2025 by and between Skyline Builders Group Holding Limited, a Cayman Islands exempted company with limited liability headquartered at Office A, 15/F, Tower A, Capital Tower, No. 38 Wai Yip Street, Kowloon Bay, Hong Kong (“Company”) and Paul Mann, an individual (“Executive”). The Executive will commence the role on January 1, 2026 which is deemed to be the effective date “Effective Date”.

W I T N E S S E T H:

WHEREAS, the Executive desires to be employed by the Company as its Executive Chairman of the Board of Directors and the Company wishes to employ the Executive in such capacities, in each case, commencing on and as of the Effective Date.

NOW, THEREFORE, in consideration of the foregoing and their respective covenants and agreements contained in this document, the Company and the Executive hereby agree as follows:

1. Employment and Duties. The Company agrees to employ and the Executive agrees to serve as the Company’s Executive Chairman. In this capacity the Executive shall have such duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities customary to these positions and such other duties and responsibilities as the Company’s Boards of Directors (“Board”) may from time to time assign to the Executive. Executive shall dedicate sufficient time as reasonably required to fulfil his duties as the Company’s Executive Chairman.

2. Term. The term of this Agreement shall commence on the Effective Date and shall continue for a period of five (5) years following the Effective Date and shall be automatically renewed for successive one (1) year periods thereafter unless either party provides the other party with written notice of his or its intention not to renew this Agreement at least three (3) months prior to the expiration of the initial term or any renewal term of this Agreement. “Employment Period” shall mean the initial five (5)-year term plus one (1)-year renewals, if any.

3. Place of Employment. The Executive’s services shall be performed at such location or locations as the Executive shall determine, in his sole discretion .The Executive’s services shall be performed principally at his personal residence, subject to any required business travel.

4. Base Salary and Board Fees. The Company agrees to pay the Executive a base salary (“Base Salary”) of $360,000 per annum. Annual adjustments after the first year of the Employment Period shall be determined by the Board; provided, however, that the Base Salary may not be decreased. The Base Salary shall be paid in periodic installments in accordance with the Company’s regular payroll practices. Executive shall, subject to policies and procedures of the Company’s Board of Directors, be eligible to additional fees for service on the Board.

5. Incentive Compensation and Bonuses.

(a) Annual Bonus: For each fiscal year during the term of employment, the Executive shall be eligible to receive a bonus in the target amount of 100% of annual salary (the “Annual Bonus”), with the amount of such bonus determined from time to time by the Board in its discretion. The Annual Bonus shall be paid by the Company to the Executive promptly after determination that the relevant targets, if any, have been met, it being understood that the attainment of any financial targets associated with any bonus shall not be determined until following the completion of the Company’s annual audit and public announcement of such results and shall be paid promptly following the Company’s announcement of earnings. In the event that the Compensation Committee is unable to act or if there shall be no such Compensation Committee, then all references herein to the Compensation Committee (except in the proviso to this sentence) shall be deemed to be references to the Board. Upon his termination from employment, the Executive shall be entitled to receive a pro-rated Annual Bonus calculated based on his final day of employment, regardless of whether he is employed by the Company through the conclusion of the fiscal quarter or year, as the case may be, on which the Annual Bonus is based. Annual Bonus’s will be paid in Cash.

(b) Equity Awards and Incentive Compensation: During the term of employment, the Executive shall be eligible to participate in any equity-based incentive compensation plan or program adopted by the Company (such awards under such plan or program, the “Share Awards”) as the Compensation Committee or Board may from time to time determine. Share Awards shall be subject to applicable plan terms and conditions. And any additional terms and conditions as determined by the Compensation Committee or the Board. On the Effective Date, the Board of Directors of the Company shall award 3,000,000 Class A ordinary shares which shall vest (provided Executive is still employed by the Company) in four equal quarterly installments beginning on the Effective Date. Annually, commencing in 2027, the Executive shall be entitled to receive an Equity Award equal to 2% (two percent) of the number of Class A ordinary shares outstanding as of the conclusion of the Company’s immediately preceding fiscal year. These shares will be granted on January 1 of each year and will vest Quarterly over a 12 month (twelve-month) period.

6. Severance Compensation:

Upon termination of employment for any reason other than the Executive’s voluntary resignation pursuant to Section 10(e) or for Cause (as defined below) pursuant to Section 10(c), the Executive shall receive his Accrued Benefits (as defined in Section 10(e)) and will also be entitled to: (A) continuation of the Executive’s Base Salary from the date immediately following the termination date until the end of the then-applicable Employment Period, payable according to Section 4; and (B) all Share Awards earned and vested prior to termination. With respect to any Share Awards held by the Executive as of his death, Disability, termination without Cause, or resignation for Good Reason, that are not vested and exercisable as of such date, the Company shall fully accelerate the vesting and exercisability of such Share Awards, so that all such Share Awards shall be fully vested and exercisable as of the Executive’s termination, such options (as well as any Share Awards that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of (X) a period of one (1) year after the Executive’s termination or (Y) the original term of the option, if such Share Awards is an option.

The Executive may continue coverage with respect to the Company’s group health plans as permitted by the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for himself and each of his “Qualified Beneficiaries” as defined by COBRA (“COBRA Coverage”). Upon the Executive’s termination of employment for any reason other than Executive’s voluntary resignation pursuant to Section 10(e), the Company shall reimburse the amount of any COBRA premium paid for COBRA Coverage timely elected by and for the Executive and any Qualified Beneficiary of the Executive, and not otherwise reimbursed, during the period that ends on the earliest of (x) the date the Executive or the Qualified Beneficiary, as the case may be, ceases to be eligible for COBRA Coverage, (y) the last day of the consecutive eighteen (18) month period following the date of the Executive’s termination of employment and (z) the date the Executive or the Qualified Beneficiary, as the case may be, is covered by another group health plan. To reimburse any COBRA premium payment under this paragraph, the Company must receive documentation of the COBRA premium payment within ninety (90) days of its payment.

7. Expenses. The Executive shall be entitled to prompt reimbursement by the Company for all reasonable ordinary and necessary travel, entertainment, and other expenses incurred by the Executive while employed (in accordance with the policies and procedures established by the Company for its senior executive officers) in the performance of his duties and responsibilities under this Agreement; provided, that the Executive shall properly account for such expenses in accordance with Company policies and procedures.

8. Other Benefits. During the term of this Agreement, the Executive shall be eligible to participate in incentive, stock purchase, savings, retirement (401(k)), and welfare benefit plans, including, without limitation, health, medical, dental, vision, life (including accidental death and dismemberment) and disability insurance plans (collectively, “Benefit Plans”), in substantially the same manner and at substantially the same levels as the Company makes such opportunities available to the Company’s managerial or salaried executive employees and/or its senior executives.

The Company shall pay one hundred percent (100%) of the cost for any group medical, vision and/or dental coverage elected by and for the Executive and one hundred (100%) of the additional incremental cost for any group medical, vision and/or dental coverage elected by the Executive for the Executive’s family. Notwithstanding the foregoing, to the extent payment of such cost will result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), or any statute or regulation of similar effect, then the parties shall negotiate in good faith an alternative arrangement that places the Executive in substantially the same after-tax position.

The Executive shall be entitled to air travel, including travel by business and/or first class, as is reasonable and necessary for the performance of his duties and responsibilities, in accordance with the Company’s policies as approved by the Board.

9. Vacation. During the term of this Agreement, the Executive shall be entitled to accrue, on a pro rata basis, forty (40) paid vacation days per year, in accordance with the Company’s then effective vacation policies. Vacation shall be taken at such times as are mutually convenient to the Executive and the Company and no more than ten (10) consecutive days shall be taken at any one time without Company approval in advance.

10. Termination of Employment:

(a) Death. If the Executive dies during the Employment Period, this Agreement and the Executive’s employment with the Company shall automatically terminate and the Company’s obligations to the Executive’s estate and to the Executive’s Qualified Beneficiaries shall be those set forth in Section 6 regarding severance compensation.

(b) Disability. In the event that, during the term of this Agreement the Executive shall be prevented from performing his essential functions hereunder to the full extent required by the Company by reason of Disability (as defined below), this Agreement and the Executive’s employment with the Company shall automatically terminate. The Company’s obligation to the Executive under such circumstances shall be those set forth in Section 6 regarding severance compensation. For purposes of this Agreement, “Disability” shall mean a physical or mental disability that prevents the performance by the Executive, with or without reasonable accommodation, of his essential functions hereunder for an aggregate of ninety (90) days or longer during any twelve (12) consecutive months. The determination of the Executive’s Disability shall be made by an independent physician who is reasonably acceptable to the Company and the Executive (or his representative), be final and binding on the parties hereto and be made taking into account such competent medical evidence as shall be presented to such independent physician by the Executive and/or the Company or by any physician or group of physicians or other competent medical experts employed by the Executive and/or the Company to advise such independent physician.

(i) At any time during the Employment Period, the Company may terminate this Agreement and the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” shall mean: (a) the willful and continued failure of the Executive to perform substantially his duties and responsibilities for the Company (other than any such failure resulting from the Executive’s death, Disability, or approved leave-of-absence) after a written demand by the Board for substantial performance is delivered to the Executive by the Company, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties and responsibilities, which willful and continued failure is not cured by the Executive within thirty (30) days following his receipt of such written demand; (b) the conviction of, or plea of guilty or nolo contendere to, a felony, or (c) fraud, dishonesty or gross misconduct which is materially and demonstratively injurious to the Company. Termination under clauses (b) or (c) of this Section 10(c)(1) shall not be subject to cure.

(ii) For purposes of this Section 10(c), no act, or failure to act, on the part of the Executive shall be considered “willful” unless done, or omitted to be done, by him in bad faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Company. Between the time the Executive receives written demand regarding substantial performance, as set forth in subparagraph (1) above, and prior to an actual termination for Cause, the Executive will be entitled to appear (with counsel) before the full Board to present information regarding his views on the Cause event. After such hearing, termination for Cause must be approved by a majority vote of the full Board (other than the Executive). After providing the written demand regarding substantial performance, the Board may suspend the Executive with full pay and benefits until a final determination by the full Board has been made.

(iii) Upon termination of this Agreement for Cause, the Company shall have no further obligations or liability to the Executive or his heirs, administrators or executors with respect to compensation and benefits thereafter, except for the obligation to pay the Executive any Base Salary earned through the date of termination to be paid according to Section 4; any unpaid Annual Bonus to be paid according to Section 5; reimbursement of any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company during the period ending on the termination date to be paid according to Section 7; and any accrued but unused vacation time through the termination date in accordance with Company policy. The Company shall deduct, from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions.

(d) For Good Reason or a Change of Control or Without Cause.

(i) At any time during the term of this Agreement and subject to the conditions set forth in Section 10(d)(ii) below the Executive may terminate this Agreement and the Executive’s employment with the Company for “Good Reason” or for a “Change of Control” (as defined in Section 10(f)). For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following events without Executive’s consent: (A) the assignment to the Executive of duties that are significantly different from, and/or that result in a substantial diminution of, the duties that he assumed on the Effective Date (including reporting to anyone other than solely and directly to the Board); (B) the assignment to the Executive of a title that is different from and subordinate to the title of Executive Chairman of the Company; provided, however, for the absence of doubt following a Change of Control, should the Executive be required to serve in a diminished capacity in a division or unit of another entity (including the acquiring entity), such event shall constitute Good Reason regardless of the title of the Executive in such acquiring company, division or unit; (C) a material reduction in Executive’s Base Salary or total annual cash compensation opportunity; or (D) material breach by the Company of this Agreement.

(ii) The Executive shall not be entitled to terminate this Agreement for Good Reason unless and until he shall have delivered written notice to the Company within ninety (90) days of the date upon which the facts giving rise to Good Reason occurred of his intention to terminate this Agreement and his employment with the Company for Good Reason, which notice specifies in reasonable detail the circumstances claimed to provide the basis for such termination for Good Reason, and the Company shall not have eliminated the circumstances constituting Good Reason within thirty (30) days of its receipt from the Executive of such written notice. In the event the Executive elects to terminate this Agreement for Good Reason in accordance with Section 10(d)(i), such election must be made within the twenty-four (24) months following the initial existence of one or more of the conditions constituting Good Reason as provided in Section 10(d)(i). In the event the Executive elects to terminate this Agreement for a Change in Control in accordance with Section 10(d)(i), such election must be made within one hundred eighty (180) days of the occurrence of the Change of Control.

(iii) In the event that the Executive terminates this Agreement and his employment with the Company for Good Reason or for a Change of Control or the Company terminates this Agreement and the Executive’s employment with the Company without Cause, the Company shall pay or provide to the Executive (or, following his death, to the Executive’s heirs, administrators or executors) the severance compensation set forth in Section 6 above. The Company shall deduct, from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions.

(iv) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 10(d) by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 10(d) be reduced by any compensation earned by the Executive as the result of employment by another employer or business or by profits earned by the Executive from any other source at any time before and after the termination date. The Company’s obligation to make any payment pursuant to, and otherwise to perform its obligations under, this Agreement shall not be affected by any offset, counterclaim or other right that the Company may have against the Executive for any reason.

(e) Without “Good Reason” by the Executive. At any time during the term of this Agreement, the Executive shall be entitled to terminate this Agreement and the Executive’s employment with the Company without Good Reason and other than for a Change of Control by providing prior written notice of at least thirty (30) days to the Company. Upon termination by the Executive of this Agreement or the Executive’s employment with the Company without Good Reason and other than for a Change of Control, the Company shall have no further obligations or liability to the Executive or his heirs, administrators or executors with respect to compensation and benefits thereafter, except for the obligation to pay the Executive the following (collectively, the “Accrued Benefits”): (i) any Base Salary earned through the date of termination to be paid according to Section 4; (ii) any earned but unpaid Annual Bonus to be paid according to Section 5(a); (iii) Executive’s pro-rated Annual Bous for the year of termination to be paid according to Section 5(a); (iv) reimbursement of any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company during the period ending on the termination date to be paid according to Section 7; (v) any accrued but unused vacation time through the termination date in accordance with Company policy; (vi) any accrued and vested benefits under the Benefit Plans; and (vii) all Share Awards earned and vested as of the date or termination. The Company shall deduct, from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions.

(f) Change of Control. For purposes of this Agreement, “Change of Control” shall mean the occurrence of any one or more of the following: (i) the accumulation (if over time, in any consecutive twelve (12) month period), whether directly, indirectly, beneficially or of record, by any individual, entity or group (within the meaning of Section 12(d)(3) or 13(d)(2) of the Securities Exchange Act of 1934, as amended) of fifty percent (50%) or more of the shares of the outstanding voting ordinary shares of the Company, whether by merger, consolidation, sale or other transfer of voting ordinary shares (other than a merger or consolidation where the shareholders of the Company prior to the merger or consolidation are the holders of a majority of the voting securities of the entity that survives such merger or consolidation), (ii) a sale of all or substantially all of the assets of the Company or (iii) during any period of twelve (12) consecutive months, the individuals who, at the beginning of such period, constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the twelve (12) month period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; provided that the following acquisitions shall not constitute a Change of Control for the purposes of this Agreement: any acquisition of ordinary shares or securities convertible into ordinary shares by any employee benefit plan (or related trust) sponsored by or maintained by the Company.

(g) Notice of Termination. Any termination of the Executive’s employment by the Company or by the Executive (other than termination by reason of the Executive’s death) shall be communicated by written Notice of Termination to the other party of this Agreement. For purposes of this Agreement, a “Notice of Termination” shall mean a written notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, provided, however, failure to provide timely notification shall not affect the employment status of the Executive.

11. Confidential Information.

(a) Disclosure of Confidential Information. The Executive recognizes, acknowledges and agrees that he has had and will continue to have access to secret and confidential information regarding the Company, their respective subsidiaries and their respective businesses, including but not limited to, the Company’s products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans (“Confidential Information”), provided such information is not in or does not hereafter become part of the public domain, or become known to others through no fault of the Executive. The Executive acknowledges that such information is of great value to the Company, is the sole property of the Company, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Company herein, the Executive will not, at any time, during or after his employment hereunder, reveal, divulge or make known to any person, any information acquired by the Executive during the course of his employment, which is treated as confidential by the Company, and not otherwise in the public domain. The provisions of this Section 11 shall survive the termination of the Executive’s employment hereunder. The Executive affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Company.

(b) Return of Confidential Information. In the event that the Executive’s employment with the Company terminates for any reason, the Executive shall deliver forthwith to the Company any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, the Executive shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Company. The covenants and agreements in this Section 11 shall exclude excludes information (A) which is in the public domain through no unauthorized act or omission of Executive or (B) which becomes available to Executive on a non-confidential basis from a source other than a member of the Company without breach of such source’s confidentiality or non-disclosure obligations to the Company.

12. Non-Competition and Non-Solicitation.

(a) The Executive agrees and acknowledges that the Confidential Information that the Executive has already received and will receive is valuable to the Company and that its protection and maintenance constitutes a legitimate business interest of the Company, to be protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the Company’s Business (as defined in Section 12(b)(1) below) is conducted worldwide (the “Territory”), and that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, any member of the Company and/or such member’s clients or customers. The provisions of this Section 12 shall survive the termination of the Executive’s employment hereunder for the time periods specified below.

(b) The Executive hereby agrees and covenants that he shall not without the prior written consent of the Board, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than two (2%) percent of the outstanding securities of a company whose shares are traded on any national securities exchange or (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Company; provided, however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), or whether on the Executive’s own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below, within the Territory:

(i) Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation or control of any business in competition with the Business of the Company, as defined in the next sentence. For purposes hereof, the Company’s “Business” shall mean [***] as well as the Company’s other existing businesses as of the date hereof;

(ii) Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the Company to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of competing with the Business of the Company;

(iii) Attempt in any manner to solicit or accept from any customer of the Company, with whom Executive had significant contact during Executive’s employment by the Company (whether under this Agreement or otherwise), business of the kind or competitive with the business done by the Company with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Company, or if any such customer elects to move its business to a person other than the Company, provide any services of the kind or competitive with the business of the Company for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person for the purpose of competing with the Business of the Company; or

(iv) Interfere with any relationship, contractual or otherwise, between the Company and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Company, for the purpose of soliciting such other party to discontinue or reduce its business with the Company for the purpose of competing with the Business of the Company.

With respect to the activities described in Paragraphs (i), (ii), (iii) and (iv) above, the restrictions of this Section 12(b) shall continue during the term of this Agreement and for a period of one (1) year thereafter.

13. Section 409A.

The provisions of this Agreement are intended to comply with or are exempt from Section 409A of the Code (“Section 409A”) and the related Treasury Regulations and shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. The Company and the Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions necessary, appropriate or desirable to avoid imposition of any additional tax under Section 409A or income recognition prior to actual payment to the Executive under this Agreement.

It is intended that any expense reimbursement made under this Agreement shall be exempt from Section 409A. Notwithstanding the foregoing, if any expense reimbursement made under this Agreement shall be determined to be “deferred compensation” subject to Section 409A (“Deferred Compensation”), then (a) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, (b) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year (provided that this clause (b) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect) and (c) such payments shall be made on or before the last day of the taxable year following the taxable year in which the expense was incurred.

With respect to the time of payments of any amount under this Agreement that is Deferred Compensation, references in the Agreement to “termination of employment” and substantially similar phrases, including a termination of employment due to the Executive’s Disability, shall mean “Separation from Service” from the Company within the meaning of Section 409A (determined after applying the presumptions set forth in Treasury Regulation Section 1.409A-1(h)(1)). Each installment payable hereunder shall constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b), including Treasury Regulation Section 1.409A-2(b)(2)(iii). Each payment that is made within the terms of the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) is intended to meet the “short-term deferral” rule. Each other payment is intended to be a payment upon an involuntary termination from service and payable pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), et. seq., to the maximum extent permitted by that regulation, with any amount that is not exempt from Code Section 409A being subject to Code Section 409A.

Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee” within the meaning of Section 409A at the time of the Executive’s termination, then only that portion of the severance and benefits payable to the Executive pursuant to this Agreement, if any, and any other severance payments or separation benefits which may be considered Deferred Compensation (together, the “Deferred Separation Benefits”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following the Executive’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Separation Benefits in excess of the Section 409A Limit otherwise due to the Executive on or within the six (6) month period following the Executive’s termination will accrue during such six (6) month period and will become payable in one lump sum cash payment on the date six (6) months and one (1) day following the date of the Executive’s termination of employment. All subsequent Deferred Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Executive dies following termination but prior to the six (6) month anniversary of the Executive’s termination date, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Executive’s death and all other Deferred Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit.

For purposes of this Agreement, “Section 409A Limit” shall mean a sum equal to (x) the amounts payable within the terms of the “short-term deferral” rule under Treasury Regulation Section 1.409A-1(b)(4) plus (y) the amount payable as “separation pay due to involuntary separation from service” under Treasury Regulation Section 1.409A-1(b)(9)(iii) equal to the lesser of two (2) times: (i) the Executive’s annualized compensation from the Company based upon his annual rate of pay during the Executive’s taxable year preceding his taxable year when his employment terminated, as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1); and (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Executive’s employment is terminated.

14. Miscellaneous.

(a) Neither the Executive nor the Company may assign or delegate any of their rights or duties under this Agreement without the express written consent of the other; provided, however, that the Company shall have the right to delegate its obligation of payment of all sums due to the Executive hereunder, provided that such delegation shall not relieve the Company of any of its obligations hereunder.

(b) During the term of this Agreement, the Company (i) shall indemnify and hold harmless the Executive and his heirs and representatives to the maximum extent provided by the laws of Guernsey and by the Company’s bylaws and (ii) shall cover the Executive under the Company’s directors’ and officers’ liability insurance on the same basis as it covers other senior executive officers and directors of the Company.

(c) This Agreement constitutes and embodies the full and complete understanding and agreement of the parties with respect to the Executive’s employment by the Company, supersedes all prior understandings and agreements, whether oral or written, between the Executive and the Company, and shall not be amended, modified or changed except by an instrument in writing executed by the party to be charged. If any provision of this Agreement, or the application thereof, shall for any reason and to any extent be invalid or unenforceable, then the remainder of this Agreement and the application of such provision to other persons or circumstances shall be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that shall achieve, to the extent possible, the economic, business and other purposes of the void or unenforceable provision. No waiver by either party of any provision or condition to be performed shall be deemed a waiver of similar or dissimilar provisions or conditions at the same time or any prior or subsequent time.

(d) This Agreement shall inure to the benefit of, be binding upon and enforceable against, the parties hereto and their respective successors, heirs, beneficiaries and permitted assigns.

(e) The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

(f) All notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when personally delivered, sent by registered or certified mail, return receipt requested, postage prepaid, or by reputable national overnight delivery service (e.g., Federal Express) for overnight delivery to the party at the address set forth in the preamble to this Agreement, or to such other address as either party may hereafter give the other party notice of in accordance with the provisions hereof. Notices shall be deemed given on the sooner of the date actually received or the third business day after deposited in the mail or one business day after deposited with an overnight delivery service for overnight delivery.

(g) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, and each of the parties hereto irrevocably consents to the jurisdiction and venue of the federal and state courts located in the State of Delaware, for any disputes arising out of this Agreement, or the Executive’s employment with the Company. The prevailing party in any dispute arising out of this Agreement shall be entitled to his or its reasonable attorney’s fees and costs,

(h) This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one of the same instrument. The parties hereto have executed this Agreement as of the date set forth above.

(i) The Executive represents and warrants to the Company, that he has the full power and authority to enter into this Agreement and to perform his obligations hereunder and that the execution and delivery of this Agreement and the performance of his obligations hereunder will not conflict with any agreement to which the Executive is a party.

(j) The Company represents and warrants to the Executive that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder and that the execution and delivery of this Agreement and the performance of its obligations hereunder will not conflict with any agreement to which the Company is a party.

[Signature page follows immediately]

IN WITNESS WHEREOF, the Executive and the Company have caused this Executive Employment Agreement to be executed as of the date first above written.

Skyline Builders Group Holding Limited.,
a Cayman Islands Corporation
Signed:
By:	Ryno Pretorius
Its:	Board Member
EXECUTIVE
Signed:
Name:	Paul Mann

Exhibit 10.3

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of November 5, 2025, and effective as of January 1, 2026 (the “EffectiveDate”), between Skyline Builders Group Holding Limited, a Cayman Islands corporation (the “Company”), and Paul E. Mann (“Indemnitee”).

WITNESSETH THAT:

WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, Indemnitee, effective as of the Effective Date, as provided herein; and

WHEREAS, this Agreement is a supplement to and in furtherance of the Memorandum and Articles of Association of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

NOW, THEREFORE, in consideration of Indemnitee’s agreement to serve as an officer or director from and after the date hereof, the parties hereto agree as follows, effective as of the Effective Date:

1. Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:

(a) Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) if, by reason of his or her Corporate Status (as hereinafter defined), the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her, or on his or her behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful.

(b) Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his or her Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.

(c) Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a party to (or participant in) and is successful, on the merits or otherwise, in any Proceeding, he or she shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by him or her, or on his or her behalf, in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one (1) or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her, or on his or her behalf, in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

(d) Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

2. Additional Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in Section 1 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her, or on his or her behalf, if, by reason of his or her Corporate Status, he or she is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 hereof) to be unlawful.

3. Contribution.

(a) Whether or not the indemnification provided in Sections 1 and 2 hereof is available, in respect of any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee. The Company shall not enter into any settlement of any action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.

(b) Without diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall contribute to the amount of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction or events from which such action, suit or proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the transaction or events that resulted in such expenses, judgments, fines or settlement amounts, as well as any other equitable considerations which applicable law may require to be considered. The relative fault of the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct is active or passive.

(c) The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors, or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.

(d) To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

4. Indemnification for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her, or on his or her behalf, in connection therewith.

5. Advancement of Expenses. Notwithstanding any other provision of this Agreement, the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee’s Corporate Status within thirty (30) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free. This Section 5 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 9.

6. Procedures and Presumptions for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure for Indemnitee rights of indemnity that are as favorable as may be permitted under the DGCL and public policy of the State of Delaware. Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee is entitled to indemnification under this Agreement:

(a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. Notwithstanding the foregoing, any failure of Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any liability that it may have to Indemnitee unless, and to the extent that, such failure actually and materially prejudices the interests of the Company. The Company will be entitled to participate in the Proceeding at its own Expense.

(b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: (i) by a majority vote of the disinterested directors, even though less than a quorum, (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum, (iii) if there are no disinterested directors or if the disinterested directors so direct, by independent legal counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee, or (iv) if so directed by the Board, by the stockholders of the Company. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought by Indemnitee.

(c) If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) hereof, the Independent Counsel shall be selected as provided in this Section 6(c). The Independent Counsel shall be selected by the Board. Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 13 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Indemnitee to the Company’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 6(b) hereof. The Company shall pay any and all reasonable fees and expenses of one Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6(b) hereof, and the Company shall pay all reasonable fees and expenses incurred by the Company and the Indemnitee incident to the procedures of this Section 6(c), regardless of the manner in which such Independent Counsel was selected or appointed.

(d) In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by its directors or independent legal counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or independent legal counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(e) Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise (as hereinafter defined), including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. The provisions of this Section 6(e) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section 6(e) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

(f) If the person, persons or entity empowered or selected under Section 6 to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such sixty (60) day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making such determination with respect to entitlement to indemnification in good faith requires such additional time to obtain or evaluate documentation and/or information relating thereto; and provided further, that the foregoing provisions of this Section 6(f) shall not apply if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 6(b) of this Agreement and if (A) within fifteen (15) days after receipt by the Company of the request for such determination, the Board or the Disinterested Directors, if appropriate, resolve to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within seventy five (75) days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within fifteen (15) days after such receipt for the purpose of making such determination, such meeting is held for such purpose within sixty (60) days after having been so called and such determination is made thereat.

(g) Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Independent Counsel, member of the Board or stockholder of the Company shall act reasonably and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

(h) In the event that any action, suit or proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, suit or proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise in such action, suit or proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

(i) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.

7. Remedies of Indemnitee.

(a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within ninety (90) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 1(c), 1(d), 4 or the last sentence of Section 6(g) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made pursuant to Sections 1(a), 1(b) and 2 of this Agreement within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification. Indemnitee shall commence such proceeding seeking an adjudication within one hundred eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 7(a). The Company shall not oppose Indemnitee’s right to seek any such adjudication.

(b) In the event that a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 7 shall be conducted in all respects as a de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 6(b).

(c) If a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 7, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d) In the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of his or her rights under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the Company, the Company shall pay on his or her behalf, in advance, any and all expenses (of the types described in the definition of Expenses in Section 13 of this Agreement) actually and reasonably incurred by him or her in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery.

(e) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 7 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement. It is the intent of the Company that, to the fullest extent permitted by law, the Indemnitee not be required to incur legal fees or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefore) advance, to the extent not prohibited by law, such expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company, if, in the case of indemnification, Indemnitee is wholly successful on the underlying claims; if Indemnitee is not wholly successful on the underlying claims, then such indemnification shall be only to the extent Indemnitee is successful on such underlying claims or otherwise as permitted by law, whichever is greater.

(f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

8. Non-Exclusivity; Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.

(a) The rights of indemnification as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation, the By-laws, any agreement, a vote of stockholders, a resolution of directors of the Company, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in the DGCL, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the Memorandum and Articles of Association and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent or fiduciary under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has directors’ and officers’ liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

(c) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(d) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

(e) The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

9. Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee:

(a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; or

(b) for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law, (ii) any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act) or (iii) any reimbursement of the Company by Indemnitee of any compensation pursuant to any compensation recoupment or clawback policy adopted by the Board or the compensation committee of the Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Act; or

(c) except as provided in Section 7(e) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) such payment arises in connection with any mandatory counterclaim or cross claim brought or raised by Indemnitee in any Proceeding (or any part of any Proceeding) or (iii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

10. Duration of Agreement. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is an officer or director of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter so long as Indemnitee shall be subject to any Proceeding (or any proceeding commenced under Section 7 hereof) by reason of his or her Corporate Status, whether or not he or she is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.

11. Security. To the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of the Indemnitee.

12. Enforcement.

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company.

(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.

(c) The Company shall not seek from a court, or agree to, a “bar order” which would have the effect of prohibiting or limiting the Indemnitee’s rights to receive advancement of expenses under this Agreement.

13. Definitions. For purposes of this Agreement:

(a) “CorporateStatus” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving at the request of the Company.

(b) “DisinterestedDirector” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(c) “Enterprise” shall mean the Company and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that Indemnitee is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary.

(d) “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery in any Proceeding. Expenses also shall include (i) Expenses incurred in connection with any appeal resulting from any Proceeding, including, without limitation, the premium, security for, and other actual, out-of-pocket costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, (ii) Expenses incurred in connection with recovery under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee is ultimately determined to be entitled to such indemnification, advancement or Expenses or insurance recovery, as the case may be, and (iii) for purposes of Section 7(e) only, Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, the Memorandum and Articles of Association or under any directors’ and officers’ liability insurance policies maintained by the Company, by litigation or otherwise. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(e) “IndependentCounsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither at present is, nor in the past five (5) years has been, retained to represent (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

(f) “Proceeding” includes any threatened, pending or completed action, suit, claim, counterclaim, cross claim, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, including any appeal therefrom, in which Indemnitee was, is or will be involved as a party or otherwise, by reason of his or her Corporate Status, by reason of any action taken by him or her, or of any inaction on his or her part, while acting in his or her Corporate Status; in each case whether or not he or she is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification, reimbursement or advancement of expenses can be provided under this Agreement; including one pending on or before the date of this Agreement, but excluding one initiated by an Indemnitee pursuant to Section 7 of this Agreement to enforce his or her rights under this Agreement.

14. Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification rights to the fullest extent permitted by applicable laws. In the event any provision hereof conflicts with any applicable law, such provision shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.

15. Modification and Waiver. No supplement, modification, termination or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

16. Notice By Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification covered hereunder. The failure to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay materially prejudices the Company.

17. Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent:

(a) To Indemnitee at the address set forth below Indemnitee’s signature hereto.

(b) To the Company at the company’s then-current principal place of business, attention: Chief Executive Officer.

or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.

18. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same the same instrument. Counterparts may be delivered via electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

19. Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

20. Governing Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. The Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) appoint, to the extent such party is not otherwise subject to service of process in the State of Delaware, irrevocably Corporation Service Company (251 Little Falls Drive, in the City of Wilmington, County of New Castle, Delaware 19808) as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware, (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement on and as of the day and year first above written.

COMPANY
Skyline Builders Group Holding Limited
By:
Name:
Title:
INDEMNITEE
Name: Paul E. Mann
Address:

Signature Page to Indemnification Agreement

Exhibit 99.1

Skyline Announces Change in Strategy, New Management and First Acquisitionin Critical Minerals Space

-	Appoints Paul Mann Executive Chairman to Lead New Strategic Direction for the Company
-	Company makes first Acquisition in Critical Minerals Space
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Hong Kong, November 6, 2025 (GLOBE NEWSWIRE) – Skyline Builders Group Holding Limited (NASDAQ: SKBL), a Cayman Islands exempted company (the “Company”), today announced a number of strategic changes to the Company’s leadership, strategy and corporate headquarters.

Appointment of Paul Mann as Executive Chairman

Effective January 1, 2026, Paul E. Mann will become Executive Chairman of the Company. Mr. Mann has a 25-year career as an investor and entrepreneur. He is currently the Founder and Executive Chairman of ASP Isotopes Inc. (NASDAQ: ASPI) and Chairman of Quantum Leap Energy, a wholly owned subsidiary of ASPI. Prior to becoming Executive Chairman of ASPI, he was the Chief Executive Officer of ASPI, during which time he built the company to a greater than $1 billion market cap company which now employs over 200 people globally, has constructed three isotope enrichment facilities in Africa and entered into multiple supply agreements with global companies for the supply of isotopes that will enable next generation semiconductors, healthcare and nuclear energy. He has spent more than 15 years as an investor working at institutions including Morgan Stanley, Soros Fund Management and Highbridge Capital Management. He is a U.K. citizen and graduated from Cambridge University with an MA and an MEng in Chemical Engineering, and he is a CFA Charterholder.

In the Executive Chairman role, Mr. Mann will have the responsibility of working with the Company’s Chief Executive Officer and Board of Directors (the “Board”), for: the overall leadership and strategic direction of the Company; providing guidance and support to senior management of the Company; and the coordination of the activities of the Board.

New Strategic Direction for the Company

During the last three months the Company has raised over $40 million from institutional investors including $2.5 million from Quantum Leap Energy LLC (a company controlled by Mr. Mann), and $3.5 million from Mr. Mann individually.

The Company seeks to become a highly strategic supplier of critical minerals and nuclear fuels with several acquisitions and strategic partnerships identified. The Company will focus on supplying customers in the United States preferentially over customers in other regions to ensure that US customers have access to the critical materials they require.

The Energy Act of 2020 defines a “critical material” as:

●	Any non-fuel mineral, element, substance, or material that the Secretary of Energy determines: (i) has a high risk of supply chain<br>disruption; and (ii) serves an essential function in one or more energy technologies, including technologies that produce, transmit, store,<br>and conserve energy; or
●	Any mineral, element, substance, or material designated as critical by the Secretary of the Interior, acting through the director<br>of the U.S. Geological Survey.
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Critical minerals include elements such as cerium, praseodymium, neodymium, gadolinium, tin, tungsten and lithium.

The U.S. is highly reliant on foreign imports of critical minerals. Potential supply disruptions could pose potentially significant risks to national security and economic stability, as many of these minerals are crucial for defense and clean energy technologies. The reliance on foreign owned entities for critical minerals has become an increasing concern for many western countries including the U.S.

The Acquisition of the First Critical Minerals Asset

On Friday, October 31, 2025 the Company entered into a unit purchase agreement with a privately held Delaware limited liability company that has significant critical minerals assets in Asia (the “LLC”). As a result, the Company purchased an approximate 20% interest in the LLC for $20 million.

Given the confidential nature of this investment and certain government approvals that are outstanding, the Company will provide further information as to this investment as soon as these approvals have been obtained, which is expected to occur during 4Q 2024.

The Company currently is negotiating multiple other opportunities in the critical minerals sector.

Relocation of Company’s Headquarters to Washington D.C.

With the Company’s strategic shift to becoming a supplier of strategic critical materials to the United States, the Company expects to move its headquarters from Hong Kong to Washington D.C., and to form a new wholly owned subsidiary focused on its critical minerals business.

Forward-Looking Statements

This press release contains forward-looking statements that are subject to various risks and uncertainties. These forward-looking statements include statements which may be accompanied by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential,” or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and in its other filings with the SEC.

For more information, please contact:

Skyline Builders Group Holding Limited

Investor Relations Department

Email: [email protected]