Form 8-K

8-K — OFA Group

Accession: 0001493152-26-049292

Filed: 2026-10-29

Period: 2026-10-25

CIK: 0002036307

SIC: 8711 (SERVICES-ENGINEERING SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Material Modifications to Rights of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-4.1 (ex4-1.htm)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0002036307

2026-10-25

iso4217:USD

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iso4217:USD

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): October 25, 2026

OFA

GROUP

(Exact

name of registrant as specified in its charter)

Cayman

Islands

001-42592

98-1824417

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

609

Deep Valley Drive, Suite 200 Rolling Hills, CA

90274

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (800) 418-5160

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Class

A Ordinary Shares, $0.01 par value per share

OFAL

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01. Entry into a Material Definitive Agreement.

previously disclosed, on October 29, 2025, OFA Group (the “Company”) entered into a Securities Purchase Agreement (as amended,

the “Purchase Agreement”) with Greentree Financial Group, Inc. (“Greentree”) and TriCore Foundation, LLC (“TriCore”),

and a related Registration Rights Agreement, providing for the sale, at multiple closings, of up to 50,000 Series A Convertible Preferred

Shares (the “Series A Preferred Shares”), with an aggregate stated value of up to $50,000,000, at a purchase price of $900

per share. The terms of the Series A Preferred Shares are set forth in the Company’s Certificate of Designations of Series A Convertible

Preferred Shares (the “Certificate of Designations”). Additional closings under the Purchase Agreement (“Additional

Closings”) are at the Company’s option and subject to the conditions set forth in the Purchase Agreement.

October 25, 2026, the Company entered into the following agreements, each dated as of October 22, 2026:

Omnibus

Amendment. An Omnibus Amendment, Reallocation and Joinder Agreement (the “Omnibus Amendment”) with Greentree, TriCore

and L&H Inc. (“L&H”), which (i) reallocates 1,000 Series A Preferred Shares ($1,000,000 of stated value and $900,000

of purchase price) of Greentree’s unfunded Additional Closing allocation to L&H, which becomes a direct purchaser under the

Purchase Agreement; (ii) permits Additional Closings to be called with one or more specified purchasers; and (iii) makes L&H a party

to the Registration Rights Agreement. The aggregate facility, the purchase price and TriCore’s allocation are unchanged. After

the reallocation and before the L&H closing described below, the unused Additional Closing allocations are 15,089 Series A Preferred

Shares for Greentree, 28,382 for TriCore and 1,000 for L&H.

Floor

Price Amendment. An Amendment to Certificate of Designations of Series A Convertible Preferred Shares (the “Floor Price Amendment”),

adopted by the Company’s board of directors (the “Board”) with the written consent of the holders of Series A Preferred

Shares required under the Certificate of Designations, which reduces the floor price applicable to the conversion price of the Series

A Preferred Shares (the “Floor Price”) from $2.00 to $0.20 per Class A ordinary share, par value $0.01 per share (“Class

A Ordinary Shares”). The Floor Price remains subject to automatic reduction on each seven-month anniversary of October 29, 2025

(the next being December 29, 2026) and to proportionate adjustment for share splits and combinations. The reduction of the Floor Price

increases the number of Class A Ordinary Shares issuable upon conversion of the Series A Preferred Shares.

L&H

Waiver Agreement. A Waiver Agreement with L&H (the “L&H Waiver Agreement”), under which L&H agreed to purchase

300 Series A Preferred Shares, with an aggregate stated value of $300,000, for $270,000, which L&H has paid. The Company will issue

the shares within two business days after the later of the Effective Time (as defined below) and the expiration of the waiting period

following the Company’s notification to Nasdaq of the listing of additional shares, and must refund the purchase price if the Effective

Time does not occur by November 30, 2026. For this closing only, L&H waived certain closing conditions under the Purchase Agreement.

Effectiveness.

The Omnibus Amendment and the Floor Price Amendment will become effective together (the “Effective Time”) upon the satisfaction

of specified conditions, including the Company’s notification to Nasdaq and expiration of the related 15-day waiting period, the

reservation of the required Class A Ordinary Shares and receipt of required Cayman Islands corporate approvals. If the Effective Time

does not occur by November 30, 2026, both agreements will terminate.

Relationships.

As previously disclosed, TriCore is an affiliate of the Company controlled by Li Hsien “Larry” Wong, the Company’s

Chief Executive Officer and a director.

The

foregoing descriptions are qualified in their entirety by reference to the Floor Price Amendment, the Omnibus Amendment and the L&H

Waiver Agreement, which are filed as Exhibits 4.1, 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein

by reference.

Item

3.02. Unregistered Sales of Equity Securities.

The

information set forth in Item 1.01 regarding the L&H Waiver Agreement is incorporated herein by reference. The Company has also completed

the following sales of Series A Preferred Shares under the Purchase Agreement:

July 30, 2026, the Company sold 262 Series A Preferred Shares to TriCore at an Additional Closing for an aggregate purchase price of

$235,800. TriCore waived certain closing conditions in connection with the closing.

August 3, 2026, the Company sold 111 Series A Preferred Shares to Greentree at an Additional Closing for an aggregate purchase price

of $99,900.

The

356 Series A Preferred Shares sold to TriCore on June 17, 2026, as previously reported, were issued on July 6, 2026.

The

Series A Preferred Shares are convertible into Class A Ordinary Shares at the holder’s option. The number of Class A Ordinary

Shares issuable upon conversion of each Series A Preferred Share equals 110% of its $1,000 stated value, plus certain additional amounts,

divided by the conversion price, which is the lesser of the fixed conversion price and 90% of the lowest daily volume-weighted average

price of the Class A Ordinary Shares during the ten trading days before conversion, subject to the Floor Price. The sales were made

in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, based in part on

representations of each purchaser, including that it is an accredited investor. The sales did not involve any general solicitation, and

no underwriting discounts or commissions were paid.

Item

3.03. Material Modification to Rights of Security Holders.

The

information set forth in Item 1.01 regarding the Floor Price Amendment is incorporated herein by reference.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

4.1

Amendment to Certificate of Designations of Series A Convertible Preferred Shares, dated as of October 22, 2026.

10.1*

Omnibus Amendment, Reallocation and Joinder Agreement, dated as of October 22, 2026, among the Company, Greentree Financial Group, Inc., TriCore Foundation, LLC and L&H Inc.

10.2

Waiver Agreement, dated as of October 22, 2026, between the Company and L&H Inc.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

Certain personal information has been omitted pursuant to Item 601(a)(6) of Regulation S-K.

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 hereunto duly authorized.

Date:

October 29, 2026

OFA

Group

By:

/s/

Thomas Gaffney

Name:

Thomas

Gaffney

Title:

Chief

Operating Officer

EX-4.1

Filename: ex4-1.htm · Sequence: 2

Exhibit

4.1

OFA

GROUP

AMENDMENT

TO CERTIFICATE OF DESIGNATIONS

SERIES A CONVERTIBLE PREFERRED SHARES

This

Amendment to Certificate of Designations of Series A Convertible Preferred Shares (this “Amendment”), dated as of October

22, 2026, is adopted by the Board of Directors (the “Board”) of OFA Group, a Cayman Islands exempted company (the “Company”),

pursuant to resolutions of the Board adopted on September 30, 2026, with the written consent of Greentree Financial Group, Inc., a Florida

corporation (“Greentree”), TriCore Foundation, LLC, a Delaware limited liability company (“TriCore”), and L&H

Inc., a Nevada corporation (“L&H” and, together with Greentree and TriCore, the “Consenting Holders”). Greentree

and TriCore are executing this Amendment as holders of Preferred Shares constituting the Required Holders (as confirmed pursuant to Section

4), and L&H, which holds no Preferred Shares as of the date hereof, is executing this Amendment as a prospective Holder in acknowledgment

of its application to the Series A Preferred Shares to be acquired by L&H pursuant to the Companion Amendment and the L&H Waiver

Agreement (as defined below). The Company and the Consenting Holders are referred to herein as the “parties.”

Capitalized

terms used but not defined in this Amendment have the meanings assigned to them in the Certificate of Designations of Series A Convertible

Preferred Shares of the Company effective October 29, 2025, adopted by unanimous written resolutions of the Board dated October 29, 2025,

as amended or otherwise modified from time to time before the date hereof (the “Certificate of Designations”). “Articles”

means the Company’s amended and restated memorandum and articles of association as in effect from time to time.

WHEREAS,

the Floor Price under the Certificate of Designations was initially set at $0.20 per Ordinary Share, was not reduced on the Reset

Date that occurred on May 29, 2026, and, as proportionately adjusted pursuant to the Certificate of Designations for the 1-for-10 consolidation

of the Company’s Class A ordinary shares effective July 31, 2026 (the “2026 Consolidation”), is currently $2.00 per

Class A ordinary share;

WHEREAS,

Section 32(b) of the Certificate of Designations permits the Certificate of Designations, other than Section 4(d), to be amended

with the affirmative vote or written consent of the Required Holders, together with any additional shareholder approval required under

applicable Cayman Islands law or the Company’s memorandum and articles of association, and the Articles provides that the rights

attached to any class of shares may be varied with the consent in writing of the holders of not less than fifty percent of the issued

shares of that class;

WHEREAS,

the Board, by resolutions adopted on September 30, 2026 following the review and approval of the Audit Committee of the Board (the

“Audit Committee”) for purposes of Nasdaq Listing Rule 5630, and with each director having an interest in TriCore having

disclosed such interest and abstained from the deliberations and vote, has approved this Amendment, including reducing the Floor Price

to $0.20 per Class A ordinary share on the current post-consolidation basis, subject to the terms and conditions of this Amendment, and

has specifically approved this Amendment and the resulting modification of the Preferred Shares held by TriCore for purposes of Rule

16b-3(d) under the Securities Exchange Act of 1934, as amended;

WHEREAS,

contemporaneously with this Amendment, the Company, Greentree, TriCore and L&H are entering into an Omnibus Amendment, Reallocation

and Joinder Agreement (the “Companion Amendment”) that reallocates $1,000,000 of original stated-value future Additional

Closing capacity from Greentree to L&H and amends the Securities Purchase Agreement and Registration Rights Agreement to admit L&H

as a direct Buyer and Investor with respect to that allocation, and the Company and L&H are entering into a Waiver Agreement (the

“L&H Waiver Agreement”) under which L&H will prepay the purchase price for 300 Additional Preferred Shares to be

issued after the Effective Time; and

WHEREAS,

the parties intend this Amendment and the Companion Amendment to become effective simultaneously and to constitute an integrated

transaction, while preserving all rights and claims except as expressly amended herein or therein.

OFA Group

NOW,

THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, the parties agree as follows:

Amendment of Floor Price Definition

Effective

as of the Effective Time, Section 33(bb) of the Certificate of Designations is hereby amended and restated in its entirety as follows:

“Floor

Price” means $0.20 per Ordinary Share; provided that, if on any seven-month anniversary of the Initial Issuance Date (each, a “Reset

Date”), the Floor Price then in effect is greater than the Closing Bid Price of the Ordinary Shares as of such applicable Reset

Date (each, a “Reset Price”), immediately after the close of the Principal Market on such applicable Reset Date the Floor

Price shall automatically lower to such applicable Reset Price. The Floor Price shall remain subject to proportionate adjustment for

any share dividend, share split, share combination, reclassification or similar transaction occurring after the Effective Time in accordance

with the Certificate of Designations.

For

the avoidance of doubt, (a) the foregoing amendment establishes $0.20 as the Floor Price after giving effect to the 2026 Consolidation,

(b) the Initial Issuance Date remains October 29, 2025, and, consistent with the Certificate of Designations as in effect before the

Effective Time, Reset Dates are determined solely by reference to the Initial Issuance Date, including with respect to Additional Preferred

Shares issued after the Effective Time (including to L&H pursuant to the L&H Waiver Agreement), (c) the existing sequence of

Reset Dates is not restarted or extended by this Amendment, the Companion Amendment or any Additional Closing, and the next Reset Date

is December 29, 2026, (d) the revised Floor Price applies to all Preferred Shares outstanding as of the Effective Time and all Preferred

Shares thereafter validly issued under the existing Series A facility, and (e) except for the Floor Price, no term used in determining

the Conversion Price or the number of Conversion Shares issuable upon conversion (including the Fixed Conversion Price) is amended hereby.

Conforming Anti-Dilution Amendment

Solely

to prevent this Amendment from creating an unintended self-triggering anti-dilution result, clause (iii) of the definition of “Excluded

Securities” in Section 33(z) is hereby amended so that the proviso therein shall permit this Amendment and the issuance of Ordinary

Shares pursuant to the Certificate of Designations as amended hereby. Without limiting the foregoing, clause (iii) shall be deemed to

include the following parenthetical immediately after the reference to amendments permitted by the existing anti-dilution provisions:

“(and the amendment to the Floor Price and related conforming amendments effected by that certain Amendment to Certificate of Designations

dated October 22, 2026).”

The

parties further agree that neither the execution or effectiveness of this Amendment nor the reduction of the Floor Price effected hereby

shall, standing alone, constitute a Dilutive Issuance, deemed issuance, Variable Price issuance, change in the price or rate of conversion

of any Convertible Securities or other event requiring an additional adjustment to the Conversion Price or Floor Price or any adjustment,

right or remedy under any most favored nation, participation or similar provision of any Transaction Document. Nothing in this Section

2 waives or releases any adjustment right, claim or remedy arising from any other issuance, agreement, event or circumstance occurring

before, on or after the Effective Time.

Prospective Application; Existing Rights Preserved

This

Amendment is prospective from the Effective Time. It does not reopen, reprice, rescind or otherwise modify any conversion for which the

Conversion Date occurred before the Effective Time, whether or not the related Conversion Shares have been delivered. Except for the

express amendments set forth herein, nothing in this Amendment waives, releases, settles, cures or impairs any accrued dividend, Triggering

Event, Equity Conditions Failure, conversion-delivery claim, registration-related claim, redemption right, damages claim or other right,

remedy, defense or obligation under the Certificate of Designations or any other Transaction Document.

The

parties acknowledge that the Floor Price shall continue to apply wherever the term “Floor Price” is used in the Certificate

of Designations, including in connection with the Conversion Price, Dividend Conversion Price, Variable Price provisions, reserve calculations

and other provisions that expressly reference the Floor Price.

OFA Group

Required Holder Consent and Company Approval

Greentree

and TriCore hereby consent to and approve this Amendment for purposes of Section 32(b) and any other applicable provision of the Certificate

of Designations, and such consent shall also constitute the consent in writing of the holders of the Preferred Shares required under

the Articles to the variation of the rights attached to the Preferred Shares effected hereby. L&H, which holds no Preferred Shares

as of the date hereof, consents to and acknowledges the application of this Amendment to any Preferred Shares acquired by L&H after

the date hereof, including pursuant to the Companion Amendment and the L&H Waiver Agreement. L&H’s execution of this Amendment

is not required for, and shall not be counted toward, the consent of the Required Holders or the consent required under the Articles.

This Amendment has been adopted by resolutions of the Board adopted on September 30, 2026, following the review and approval of the Audit

Committee, as described in the recitals.

The

Company shall confirm by a certificate of an officer of the Company who is an Authorized Officer (as defined in the resolutions of the

Board adopted on September 30, 2026) (an “Authorized Officer”) delivered to the Consenting Holders immediately before the

Effective Time, based on its then-current Series A Preferred Share ledger, that Greentree and TriCore constitute the Required Holders

(including that Greentree is included among them as required by the definition thereof) and the holders of not less than fifty percent

of the issued Preferred Shares. If that confirmation cannot be made, this Amendment shall not become effective until the consent of the

Required Holders then required by the Certificate of Designations has been obtained.

Interdependence and Effective Time

This

Amendment and the Companion Amendment are interdependent and shall become effective simultaneously at the time (the “Effective

Time”) at which all of the following conditions have been satisfied: (a) this Amendment has been adopted by the Board and executed

and delivered by the Company and by holders of Preferred Shares constituting the Required Holders and the holders of not less than fifty

percent of the issued Preferred Shares, as confirmed pursuant to Section 4; (b) the Companion Amendment has been executed and delivered

by all parties thereto, and the conditions set forth in Sections 8.1(a), 8.1(c) and 8.1(d) thereof have been satisfied; (c) the increase

in the Company’s authorized share capital to include not less than 250,000,000 Class A ordinary shares, and the related amended

and restated memorandum and articles of association, approved at the Company’s annual general meeting held on October 5, 2026 (or

any adjournment thereof), have become effective, and the Company has reserved the number of Ordinary Shares that it has determined in

good faith to be required by the Certificate of Designations at the Floor Price as amended hereby; (d) the Company has made each submission

to the Principal Market required under the rules of the Principal Market with respect to this Amendment and the Companion Amendment (including

any Listing of Additional Shares notification), and any period required by such rules to elapse after such submission has elapsed, and

the Principal Market has not objected to either of them; (e) the Company has delivered to the Consenting Holders the certificate described

in Section 4 and a certificate of an Authorized Officer certifying that the conditions to effectiveness set forth in the resolutions

of the Board adopted on September 30, 2026 have been satisfied; and (f) the Company has obtained all other corporate approvals required

under applicable Cayman Islands law and the Articles. If the Effective Time has not occurred on or before November 30, 2026 (the “Outside

Date”), this Amendment shall automatically terminate and be of no force or effect, without liability to the Company or any Consenting

Holder (without prejudice to the Company’s obligation to refund any purchase price paid by L&H under the L&H Waiver Agreement).

The consents of the Consenting Holders set forth herein are irrevocable upon execution and delivery of this Amendment, and the amendments

set forth in Sections 1, 2 and 7 shall become operative at the Effective Time.

delay in the effectiveness of this Amendment shall itself constitute a waiver of any right or condition under any Transaction Document,

and no conversion of any Preferred Share shall be effected at, and no Preferred Share shall otherwise be treated as subject to, the revised

Floor Price before the Effective Time.

OFA Group

Nasdaq; Authorized and Reserved Shares

Nothing

in this Amendment authorizes any issuance in violation of the rules of the Principal Market or applicable law. Before implementing any

conversion or issuance affected by this Amendment, the Company shall comply with any applicable shareholder-approval, notice or listing

requirements and shall maintain the number of authorized and reserved Ordinary Shares required by the Certificate of Designations at

the Floor Price then in effect. Notwithstanding the foregoing, no Authorized Share Failure, Triggering Event or breach of any share reservation

covenant in the Certificate of Designations or any other Transaction Document shall be deemed to occur solely as a result of the reduction

of the Floor Price effected hereby if the Company reserves any additional number of Ordinary Shares so required within five (5) Business

Days after the Company becomes aware that such additional reservation is required. No Triggering Event shall be deemed to occur solely

as a result of any insufficiency in the number of Ordinary Shares registered for resale arising solely from the reduction of the Floor

Price effected hereby, so long as the Company files the amendment or new registration statement required to cover such insufficiency

within thirty (30) days after the Effective Time and uses its reasonable best efforts to cause it to be declared effective as promptly

as practicable.

the Principal Market advises the Company, or the Company determines, that shareholder approval is required under the rules of the Principal

Market in connection with this Amendment, then, until such approval is obtained, the Company shall not issue Ordinary Shares upon conversion

of the Preferred Shares or as Dividend Shares at a price per share below the “Minimum Price” (as defined in Nasdaq Listing

Rule 5635(d)) as of the date hereof to the extent that such issuance, together with all other such issuances after the date hereof at

a price below such Minimum Price, would exceed 19.99% of the Class A ordinary shares outstanding on the date hereof (the “Amendment

Exchange Cap”), which shall be allocated among the holders of Preferred Shares pro rata based on the aggregate Stated Value of

the Preferred Shares held by each. Any Ordinary Shares not issued by reason of the Amendment Exchange Cap shall remain issuable upon

receipt of such approval, the Company shall use commercially reasonable efforts to obtain such approval as promptly as practicable, and

the Company’s inability to issue such shares shall not constitute a Triggering Event, a conversion failure or a breach of any Transaction

Document.

Ratification; No Other Amendment

Except

as expressly amended by this Amendment, the Certificate of Designations is ratified and confirmed and remains in full force and effect.

In the event of any conflict between this Amendment and the Certificate of Designations, this Amendment controls solely with respect

to the matters expressly addressed herein. References in the Transaction Documents to the Certificate of Designations shall, from and

after the Effective Time, mean the Certificate of Designations as amended hereby.

From

and after the Effective Time, (a) references in the Certificate of Designations to “Ordinary Shares” mean the Company’s

Class A ordinary shares, par value US$0.01 per share, and any shares into which such shares are reclassified or changed, and (b) references

in the Certificate of Designations to any form or report applicable to a foreign private issuer (including Forms 6-K, 20-F, F-1 and F-3)

shall be deemed to refer to the corresponding form or report applicable to the Company as a domestic registrant (including Forms 8-K,

10-K, 10-Q, S-1 and S-3).

Miscellaneous

The

provisions of the Certificate of Designations concerning governing law, dispute resolution, notices, severability and construction are

incorporated herein mutatis mutandis. This Amendment may be executed in counterparts and by electronic signature, each of which shall

be deemed an original and all of which together constitute one instrument. Matters governed by mandatory Cayman Islands corporate law

remain subject to such law. The Company shall deliver a copy of this Amendment to its transfer agent and shall maintain it with the resolutions

of the Board adopting the Certificate of Designations.

OFA Group

OFA

GROUP

Company

By:

/s/

Thomas Gaffney

Name:

Thomas

Gaffney

Title:

Chief

Operating Officer

GREENTREE

FINANCIAL GROUP, INC.

Required

Holder

By:

/s/

R. Christopher Cottone

Name:

Christopher Cottone

Title:

Vice

President

TRICORE

FOUNDATION, LLC

Required

Holder

By:

/s/

Li Hsien Wong

Name:

Hsien Wong

Title:

Manager

L&H

INC.

Prospective

Holder; acknowledgment and consent

By:

/s/

Linwen Huang

Name:

Linwen

Huang

Title:

President

OFA Group

EX-10.1

Filename: ex10-1.htm · Sequence: 3

Exhibit

10.1

Certain

personal information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. Omitted information is indicated

by [***].

OMNIBUS

AMENDMENT, REALLOCATION AND JOINDER AGREEMENT

This

OMNIBUS AMENDMENT, REALLOCATION AND JOINDER AGREEMENT (this “Agreement”), dated as of October 22, 2026, is entered into by

and among OFA Group, a Cayman Islands exempted company (the “Company”), Greentree Financial Group, Inc., a Florida corporation

(“Greentree”), TriCore Foundation, LLC, a Delaware limited liability company (“TriCore”), and L&H Inc., a

Nevada corporation (“L&H”). Greentree, TriCore and L&H are referred to individually as an “Investor Party”

and collectively as the “Investor Parties.”

WHEREAS,

the Company, Greentree and TriCore entered into that certain Securities Purchase Agreement dated October 29, 2025 (as amended, supplemented

or otherwise modified before the date hereof the “SPA”), providing for purchases of the Company’s Series A Convertible

Preferred Shares in multiple closings within an aggregate facility of $50,000,000 of original stated value;

WHEREAS,

in connection with the SPA, the Company and the original Buyers entered into that certain Registration Rights Agreement dated October

29, 2025 (as amended, supplemented or otherwise modified before the date hereof, the “RRA”);

WHEREAS,

Section 9.5 of the SPA permits the SPA to be amended by a written instrument signed by the Company and the Required Holders, and Section

10 of the RRA permits the RRA to be amended with the written consent of the Company and the Required Holders, in each case subject to

the protections set forth therein, and Greentree and TriCore constitute the Required Holders under each of the SPA and the RRA and, together

with L&H, all of the Buyers and Investors thereunder;

WHEREAS,

L&H previously became an Investor under the RRA solely with respect to 300 Preferred Shares acquired from Greentree and the related

Registrable Securities pursuant to a Joinder to Registration Rights Agreement dated February 26, 2026 among the Company, Greentree and

L&H (the “Existing Joinder”), and L&H has since converted all of such 300 Preferred Shares and holds no Preferred

Shares as of the date hereof;

WHEREAS,

the parties desire to amend the purchase allocations under the SPA by reducing Greentree’s unfunded allocation by 1,000 Additional

Preferred Shares, representing $1,000,000 of original stated value and $900,000 of aggregate cash purchase price, and establishing an

equal direct purchase allocation for L&H, without increasing the aggregate facility or changing TriCore’s allocation;

WHEREAS,

the L&H allocation is a binding conditional commitment for one or more future Additional Closings and does not itself constitute

a funding, issuance or Additional Closing; concurrently with the execution of this Agreement, the Company and L&H are entering into

a closing-specific Waiver Agreement (the “L&H Waiver Agreement”) under which the Company has called the first L&H

Additional Closing for 300 Additional Preferred Shares having $300,000 of original stated value and a $270,000 purchase price, which

L&H will pay on the date hereof and for which the Company will issue such Additional Preferred Shares following the Amendment Effective

Date;

WHEREAS,

the parties intend to implement the reallocation by direct amendment of the SPA and RRA and L&H’s joinder as a direct Buyer

and Investor, and not by a sale or assignment by Greentree of an existing security or contractual interest;

WHEREAS,

contemporaneously with this Agreement, the Company is adopting, with the written consent of Greentree and TriCore and the acknowledgment

and consent of L&H, an Amendment to Certificate of Designations reducing the Floor Price to $0.20 per Class A ordinary share on the

current post-consolidation basis (the “Floor Price Amendment”); and

WHEREAS,

the parties intend this Agreement and the Floor Price Amendment to become effective simultaneously and to constitute an integrated

transaction.

OFA Group

NOW,

THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, the parties agree as follows:

Definitions and Construction

1.1

Defined Terms. Capitalized terms not defined in this Agreement have the meanings assigned in the SPA and, for matters governed by the

RRA or the Certificate of Designations, in the applicable document. “Amendment Effective Date” has the meaning set forth

in Section 8.1. “Board” means the board of directors of the Company. “2026 Consolidation” means the 1-for-10

consolidation of the Company’s Class A ordinary shares effective July 31, 2026.

1.2

L&H Allocation. “L&H Allocation” means the conditional direct purchase allocation for up to 1,000 Additional Preferred

Shares established by Section 2.2. “L&H Additional Preferred Shares” means those Preferred Shares issued or issuable

by the Company to L&H pursuant to the L&H Allocation. “L&H Registrable Securities” means all Conversion Shares,

Dividend Shares and other securities that constitute Registrable Securities under the RRA and are attributable to the L&H Additional

Preferred Shares.

1.3

Measurement. All purchase-allocation amounts in this Agreement refer to original stated value at issuance and not subsequently accreted

stated value, Conversion Amounts, dividends, premiums or other amounts payable under the Certificate of Designations. The purchase price

per Preferred Share remains $900 unless separately amended in accordance with the Transaction Documents.

Amendment of Purchaser Allocations; Direct L&H Commitment

2.1

Greentree Allocation. Effective at the Amendment Effective Date, Greentree’s Buyer Additional Share Purchase Amount and corresponding

remaining unused Additional Closing allocation are each reduced by 1,000 Additional Preferred Shares, representing $1,000,000 of original

stated value and $900,000 of aggregate Additional Purchase Price. These are corresponding adjustments to the same commitment and are

not cumulative reductions. All completed purchases and all other rights and obligations of Greentree remain unchanged except as expressly

provided herein.

2.2

L&H Allocation. Effective simultaneously with Section 2.1, L&H is admitted as a direct Buyer under the SPA with a Buyer Additional

Share Purchase Amount of 1,000 Additional Preferred Shares and an aggregate Additional Purchase Price ceiling of $900,000. Subject to

the Company’s delivery of one or more Additional Closing Notices, which the Company may deliver or refrain from delivering in its

sole discretion (it being understood that, as with each other Buyer, the Company has the right but not the obligation to effect any Additional

Closing), and subject to the satisfaction or waiver of all applicable conditions, L&H agrees directly with the Company to purchase,

and the Company agrees to issue and sell to L&H, the L&H Additional Preferred Shares specified in each such Additional Closing

Notice in one or more Additional Closings under the SPA, as amended hereby. L&H has no obligation to fund merely by executing this

Agreement (it being understood that L&H’s obligation to fund the initial L&H Additional Closing arises under the L&H

Waiver Agreement). Concurrently with its execution of this Agreement, L&H shall deliver to the Company a counterpart signature page

to the SPA substantially in the form attached as Exhibit A, setting forth its Buyer Additional Share Purchase Amount, Additional Purchase

Price, notice information and wire instructions, and from and after the Amendment Effective Date L&H shall be a “Buyer”

for all purposes of the SPA, the RRA and the other Transaction Documents (other than the Certificate of Designations, which applies to

L&H as a Holder in accordance with its terms) with respect to the L&H Allocation, except as provided in Section 6.3.

2.3

No Assignment. No existing Preferred Share, Ordinary Share, accrued claim, registration allocation or other existing asset or contractual

right of Greentree is sold, assigned, transferred, novated or conveyed to L&H by this Agreement. L&H undertakes a new direct

contractual commitment to the Company. L&H does not assume Greentree’s historical liabilities, and Greentree does not guarantee

L&H’s funding or performance.

2.4

TriCore and Aggregate Facility Unchanged. TriCore’s purchase allocation is not changed by this Agreement. The aggregate $50,000,000

stated-value facility and the aggregate Additional Closing capacity are not increased.

OFA Group

Amendment of Additional Closing Mechanics

3.1

Buyer-Specific Additional Closings. Notwithstanding any contrary reference in the SPA to “each Buyer,” “each other

Buyer,” the full Buyer Additional Share Purchase Amount, or any similar formulation, each Additional Closing after the Amendment

Effective Date may involve one or more Buyers identified in the applicable Additional Closing Notice, and only the Buyer or Buyers so

identified shall be obligated to fund that Additional Closing. No Buyer shall be required to fund more than the lesser of (a) the number

of Additional Preferred Shares specified for such Buyer in the applicable Additional Closing Notice and (b) such Buyer’s then-unused

Buyer Additional Share Purchase Amount.

3.2

Conforming Amendment to Sections 1.1(d), 1.2(d), 1.3(e), 1.4(d), 6.4(a) and 7.4(a). Sections 1.1(d), 1.2(d), 1.3(e), 1.4(d), 6.4(a) and

7.4(a) of the SPA are hereby amended and shall be construed consistently with Section 3.1 so that: (i) an Additional Closing may be called

from one or more specified Buyers independently; (ii) the “Additional Closing Tranche” means the aggregate number of Additional

Preferred Shares to be purchased by the specified Buyer or Buyers at that closing; (iii) each specified Buyer pays only the Additional

Purchase Price attributable to the shares allocated to that Buyer for such closing; and (iv) no nonspecified Buyer is required to deliver

funds, participate in that closing or waive any condition by reason of another Buyer’s participation.

3.3

Conditions Preserved. Except as expressly amended in Sections 3.1 and 3.2, Sections 6.4 and 7.4 of the SPA and all other Additional Closing

conditions remain in effect. No condition is satisfied, deemed satisfied or waived by execution of this Agreement. Without limitation,

the notice, registration, timing, turnover/VWAP, holdings, price, compliance, Triggering Event, listing, opinion, certificate, consent

and shareholder-approval conditions continue to apply to each proposed Additional Closing unless separately waived by the party entitled

to waive the applicable condition.

3.4

Original Timetable. This Agreement does not restart or extend the original facility term or any original closing, measurement, cure,

extension or termination period. L&H’s commitment is subject to the same remaining term applicable to the existing Additional

Closing facility. Any expiration or termination of the L&H Allocation does not automatically reinstate the corresponding allocation

in Greentree.

Amendment of Registration Rights Agreement; L&H Joinder

4.1

Direct RRA Participation. Effective at the Amendment Effective Date, L&H is a Buyer and an Investor under the RRA with respect to

the L&H Allocation and all L&H Registrable Securities, in addition to its existing Investor status under the Existing Joinder.

L&H agrees to be bound by all provisions of the RRA applicable to an Investor with respect to the L&H Registrable Securities,

and the Company agrees that the L&H Registrable Securities shall receive the same registration rights, protections, remedies and

allocation treatment under the RRA as Registrable Securities attributable to Additional Preferred Shares purchased by any other Buyer,

subject to the RRA’s existing pro rata allocation and SEC limitation provisions.

4.2

Existing Joinder. The Existing Joinder remains in full force and effect with respect to the Registrable Securities attributable to the

300 Preferred Shares previously transferred to L&H (all of which Preferred Shares L&H has converted). The Company, Greentree

and L&H, being all of the parties to the Existing Joinder, agree that the Existing Joinder is amended so that the limitations in

Sections 1 and 2 thereof do not apply to, and shall not exclude, the L&H Additional Preferred Shares or L&H Registrable Securities

created or acquired pursuant to this Agreement. No registration right, claim or allocated share attributable to Greentree’s existing

securities is transferred to L&H by this Agreement.

OFA Group

4.3

Registrable Securities and Additional Registration. Subject to Section 4.1, for purposes of the RRA, the L&H Registrable Securities

shall be included in the calculation of Registrable Securities and any Required Registration Amount from and after the Amendment Effective

Date to the extent required by the RRA. The Company shall comply with Section 2(d) of the RRA if the number of shares available under

an applicable Registration Statement is insufficient to cover the Registrable Securities required to be covered, including any insufficiency

arising from the Floor Price Amendment or the L&H Allocation; provided that, with respect to any insufficiency arising solely from

the Floor Price Amendment, the Company shall have thirty (30) days after the Amendment Effective Date to file such amendment or new Registration

Statement, and no Registration Delay Payment or Maintenance Failure shall arise from such insufficiency so long as the Company complies

with such filing deadline and uses its reasonable best efforts to cause such Registration Statement to be declared effective as promptly

as practicable (and, as provided in Section 6 of the Floor Price Amendment, no Triggering Event shall arise therefrom). Nothing in this

Agreement represents that any existing Registration Statement presently covers the L&H Registrable Securities attributable to the

new commitment.

4.4

RRA Amendment Authority. The Company and the Required Holders approve the amendments to the RRA contained in this Agreement pursuant

to Section 10 of the RRA. L&H separately consents to the obligations imposed on it. The amendments in this Section 4 do not reduce

or subordinate the registration rights of any other Investor and are intended to apply consistently to all Registrable Securities under

the RRA.

Future L&H Additional Closings; No Present Waiver

5.1

No Present Closing. Except as provided in Section 5.2 with respect to the L&H Waiver Agreement, execution and effectiveness of this

Agreement are not an Additional Closing, Additional Closing Notice, funding, issuance or conversion. No dividend accrual, Rule 144 holding

period or holder status with respect to unissued L&H Additional Preferred Shares arises solely from this Agreement.

5.2

Initial L&H Additional Closing. The parties acknowledge that the Company has called an initial L&H Additional Closing for 300

Additional Preferred Shares having $300,000 of aggregate original stated value and an aggregate purchase price of $270,000, which is

documented by the L&H Waiver Agreement. The L&H Waiver Agreement constitutes the Additional Closing Notice for that closing.

Under the L&H Waiver Agreement, L&H will pay such purchase price on the date hereof, before the Amendment Effective Date, and

the Company will issue such Additional Preferred Shares following the Amendment Effective Date or refund such purchase price, in each

case as provided therein. Notwithstanding the last sentence of Section 8.1, solely for purposes of that closing, L&H shall be treated

as a Buyer, and Sections 2.2, 3.1 and 3.2 shall apply, from the execution and delivery of this Agreement. Greentree and TriCore consent

to such prepayment and issuance for all purposes of the Transaction Documents. Such Additional Preferred Shares shall be L&H Additional

Preferred Shares and shall reduce the unused L&H Allocation. For purposes of Section 7.4(c) of the SPA and any other provision of

the Transaction Documents that measures time from the immediately preceding Closing Date, the Closing Date of that L&H Additional

Closing shall be the Funding Date (as defined in the L&H Waiver Agreement). This Agreement does not itself waive any condition applicable

to that or any later Additional Closing.

5.3

Registration Condition and Other Waivers. L&H’s future purchases remain subject to Sections 7.4(b) and 7.4(g) and the other

applicable conditions to an Additional Closing unless L&H separately waives a condition in writing in accordance with the SPA. Any

waiver for the initial L&H Additional Closing (including the Limited Waivers under the L&H Waiver Agreement) shall be limited

to that closing and shall not waive conditions for the remaining 700-share L&H Allocation or any other closing.

Preservation of Existing Economics and Rights

6.1

Series A Terms. Except for the Floor Price Amendment becoming effective simultaneously with this Agreement, this Agreement does not amend

the Certificate of Designations or otherwise change the purchase price, stated value, dividend rate, Conversion Amount, conversion formula,

ranking, redemption rights, beneficial-ownership limitations or Exchange Cap applicable to the Series A Preferred Shares; provided that,

to the extent the Exchange Cap then applies, the Exchange Cap Allocation (as defined in the Certificate of Designations) attributable

to the L&H Allocation shall be allocated from, and reduce, the Exchange Cap Allocation of Greentree.

OFA Group

6.2

No Release. Except for the express amendments set forth herein, no Investor Party waives or releases any funding condition, Triggering

Event, Equity Conditions Failure, registration-related claim, conversion-delivery claim, accrued dividend, default, damages, redemption

right, termination right or other remedy, whether existing before or arising after the Amendment Effective Date. No existing matter is

cured, ratified or deemed immaterial by this Agreement.

6.3

Lead Buyer Rights. Greentree retains its Lead Buyer status and specifically named administrative, approval, expense and other rights

under the Transaction Documents, subject to the existing terms thereof. L&H does not acquire Greentree’s Lead Buyer status

or uniquely named rights solely by becoming a direct Buyer.

6.4

Investor Confirmations. Each Investor Party confirms to the Company that, as of the date hereof it has not delivered any notice of a

Triggering Event, Triggering Event Redemption, Authorized Share Failure, Equity Conditions Failure or Registration Delay Payment that

remains outstanding.

Representations and Confirmations

7.1

Authority. Each party, severally as to itself, represents that it has the requisite power and authority to execute and perform this Agreement

and that this Agreement has been duly authorized by it, subject in the Company’s case to applicable Cayman Islands corporate formalities.

7.2

Company Confirmations. Immediately before the Amendment Effective Date, the Company shall confirm by a certificate of an Authorized Officer

(as defined in the Floor Price Amendment): (a) the identity and holdings of all then-current Holders and Investors; (b) that the parties

executing as Required Holders constitute the Required Holders under the applicable Transaction Documents; (c) the current unused Additional

Closing allocations of Greentree and TriCore; (d) that at least 1,000 Additional Preferred Shares remain available within Greentree’s

legally outstanding and unexpired unfunded allocation; (e) the Company’s then-current authorized, issued, outstanding, reserved

and unissued Class A ordinary share amounts; and (f) that the conditions to effectiveness set forth in the resolutions of the Board adopted

on September 30, 2026 have been satisfied.

7.3

Greentree Confirmation. Greentree represents that, immediately before the Amendment Effective Date, the portion of its unused allocation

being reduced has not been funded, assigned, pledged, terminated or otherwise disposed of and is not subject to an outstanding purchase

notice or third-party right inconsistent with the reduction.

7.4

L&H Representations. L&H makes the representations and warranties set forth in Section 2 of the SPA as of the date hereof and

as of the Amendment Effective Date with respect to itself, the L&H Allocation and its prepayment under the L&H Waiver Agreement,

with references to the date of the SPA deemed references to the date hereof or the Amendment Effective Date, as applicable, solely for

that purpose. References in Section 2 of the SPA to the 6-K Filing shall, for purposes of L&H’s representations, be deemed

to refer to the Current Report on Form 8-K disclosing this Agreement. L&H shall make or bring down the applicable representations

again at each actual Additional Closing to the extent required by the SPA.

7.5

No Side Arrangement. Each Investor Party represents, as to arrangements to which it is a party, that no undisclosed fee, security, compensation,

protection, resale participation or other side consideration is payable in connection with the reallocation effected by this Agreement.

No Investor Party has paid or received, or will pay or receive, any fee, commission or other consideration (other than the purchase price

payable to the Company for Preferred Shares under the Transaction Documents) to or from any other Investor Party or any other Person

in connection with the reallocation, this Agreement, the Floor Price Amendment or any related waiver.

OFA Group

Effectiveness; Interdependence; Approvals

8.1

Interdependent Effective Time. This Agreement and the Floor Price Amendment are interdependent and shall become effective simultaneously

at the time at which all of the following conditions have been satisfied (the “Amendment Effective Date”): (a) this Agreement

has been executed and delivered by the Company, Greentree, TriCore and L&H, and L&H has delivered the SPA counterpart signature

page described in Section 2.2; (b) the Floor Price Amendment has been adopted by the Board and executed and delivered by the Company

and the Consenting Holders (as defined therein), and the conditions set forth in Sections 5(a) and 5(c) through 5(f) thereof have been

satisfied; (c) the Company has delivered the confirmations described in Section 7.2; and (d) the Company has obtained all corporate approvals

required under applicable Cayman Islands law and its memorandum and articles of association. If the Amendment Effective Date has not

occurred on or before the Outside Date (as defined in the Floor Price Amendment), this Agreement shall automatically terminate and be

of no force or effect, without liability to any party, except that the Company shall refund any purchase price paid by L&H under

the L&H Waiver Agreement as provided therein. This Agreement is binding on the parties upon its execution and delivery; the amendments

and other provisions of Sections 2, 3, 4, 6.1 and 8.5 shall become operative at the Amendment Effective Date.

8.2

Nasdaq and Shareholder Matters. Nothing in this Agreement constitutes Nasdaq concurrence or additional shareholder approval. The Company

shall satisfy any shareholder-approval, notice, listing or other requirements applicable to implementation of this Agreement or any subsequent

issuance. The parties acknowledge that the Company’s shareholders approved the issuance and sale of the Series A Preferred Shares

under the SPA, including the Transaction Documents substantially in the forms presented, at the extraordinary general meeting of the

Company held on November 24, 2025. If the Company determines, or is advised by the Principal Market, that additional shareholder approval

is required in connection with this Agreement or the Floor Price Amendment, then, pending such approval, (i) the Amendment Exchange Cap

set forth in Section 6 of the Floor Price Amendment shall apply, and (ii) the Company shall not be required to issue any L&H Additional

Preferred Shares except to the extent permitted by the rules of the Principal Market (subject, in the case of the initial L&H Additional

Closing, to L&H’s refund rights under Section 4.5 of the L&H Waiver Agreement), and no such limitation shall constitute

a conversion failure or a breach of any Transaction Document (or, as provided in Section 6 of the Floor Price Amendment, a Triggering

Event).

8.3

[Reserved].

8.4

Disclosure. Section 4.8 of the SPA shall apply to this Agreement and the transactions contemplated hereby, and the Company shall file

a Current Report on Form 8-K describing the material terms of this Agreement, the Floor Price Amendment and the L&H Waiver Agreement,

and attaching each as an exhibit, within the time required by Section 4.8 of the SPA. The Company shall make the public disclosure and

exhibit filings required by applicable law and the Transaction Documents and shall cleanse any material nonpublic information provided

to an Investor Party within the applicable contractual period.

8.5

Domestic Issuer References; Ordinary Shares. From and after the Amendment Effective Date, (a) references in the SPA, the RRA and the

other Transaction Documents (other than the Certificate of Designations, which is addressed in Section 7 of the Floor Price Amendment)

to any form, report or registration statement applicable to a foreign private issuer (including Forms 6-K, 20-F, F-1 and F-3) shall be

deemed to refer to the corresponding form, report or registration statement applicable to the Company as a domestic registrant (including

Forms 8-K, 10-K, 10-Q, S-1 and S-3), and references to the “6-K Filing” shall include the corresponding Current Report on

Form 8-K, and (b) references in the SPA and the RRA to “Ordinary Shares” mean the Company’s Class A ordinary shares,

par value US$0.01 per share, and any shares into which such shares are reclassified or changed.

Records; Registration; Further Assurances

9.1

Commitment Ledger and Schedule I. The Company shall update its commitment ledger to reflect the revised purchaser allocations and shall

maintain future L&H purchases separately from the 300 Preferred Shares previously transferred to L&H under the Existing Joinder

(all of which L&H has converted). Schedule I identifies the current aggregate and unused Additional Closing allocations based on

the Company’s confirmed records.

OFA Group

9.2

Registration Cooperation. L&H shall provide the selling-securityholder information and other cooperation reasonably required under

Section 4 of the RRA. L&H shall deliver a completed selling securityholder questionnaire concurrently with its execution of this

Agreement and shall update it within five (5) Business Days after any request by the Company. The Company shall implement the registration

obligations relating to the L&H Registrable Securities in accordance with the RRA, as modified by Section 4.1, including any additional

registration required because of the Floor Price Amendment or the new L&H allocation. No filing or cooperation constitutes a waiver

of L&H’s closing conditions or registration-related rights.

9.3

Further Assurances. Each party shall execute and deliver such further documents and take such further actions as are reasonably necessary

to implement the express amendments contained herein, provided that no such document shall increase a purchase commitment, change another

economic term or effect a waiver without the consent otherwise required under the applicable Transaction Document.

9.4

Transfer Agent. On or before the Amendment Effective Date, the Company shall deliver to its transfer agent an updated Irrevocable Transfer

Agent Instruction letter, in the form required by the SPA, reflecting L&H as a Buyer, the Floor Price Amendment and the number of

Class A ordinary shares required to be reserved under the Certificate of Designations.

10.

Ratification and Miscellaneous

10.1

Ratification. Except as expressly amended by this Agreement and the contemporaneous Floor Price Amendment, the SPA, RRA, Existing Joinder

and other Transaction Documents remain in full force and effect. This Agreement controls over the SPA, RRA and Existing Joinder solely

to the extent of an express conflict concerning the matters amended herein.

10.2

Governing Law; Disputes. Section 9.1 of the SPA is incorporated herein mutatis mutandis. Matters governed by mandatory Cayman Islands

corporate law remain subject to such law. Nothing in this Agreement displaces any dispute-resolution provision applicable to a pricing

or other dispute under the Certificate of Designations.

10.3

Notices. Notices under this Agreement shall be given pursuant to Section 9.6 of the SPA.

L&H’s

notice information shall be:

[***]

[***];

Attention:

Linwen Huang, President;

Email:

[***]

10.4

Counterparts; Electronic Signatures. This Agreement may be executed in counterparts and by electronic signature, each of which is deemed

an original and all of which together constitute one instrument.

10.5

No Group. Nothing in this Agreement creates a partnership, agency, joint venture or agreement among the Investor Parties to act as a

group for purposes of the federal securities laws, and each Investor Party retains the independent right to enforce its rights.

10.6

Expenses. Each party shall bear its own fees and expenses in connection with this Agreement, the Floor Price Amendment and the transactions

contemplated hereby.

10.7

Nature of Agreement. This Agreement constitutes an amendment to the SPA for purposes of Section 9.5 of the SPA and an amendment to the

RRA for purposes of Section 10 of the RRA, and shall constitute a Transaction Document.

Signature

pages follow

OFA Group

OFA

GROUP

Company

By:

/s/

Thomas Gaffney

Name:

Thomas

Gaffney

Title:

Chief

Operating Officer

GREENTREE

FINANCIAL GROUP, INC.

Individually

and as one of the Required Holders

By:

/s/

R. Christopher Cottone

Name:

Christopher Cottone

Title:

Vice

President

TRICORE

FOUNDATION, LLC

Individually

and as one of the Required Holders

By:

/s/

Li Hsien Wong

Name:

Hsien Wong

Title:

Manager

L&H

INC.

Joining

Buyer and Investor

By:

/s/

Linwen Huang

Name:

Linwen

Huang

Title:

President

OFA Group

SCHEDULE

REVISED

PURCHASER-ALLOCATION SCHEDULE

This

Schedule forms part of the Omnibus Amendment, Reallocation and Joinder Agreement dated as of October 22, 2026. It reflects purchaser

commitments only and is not an Additional Closing Notice, Preferred Share ownership ledger or registration-allocation schedule.

Buyer

Change in Preferred Shares

Change in Original Stated Value

Change in Aggregate Cash Purchase Price

Greentree Financial Group, Inc.

(1,000 )

$ (1,000,000 )

$ (900,000 )

TriCore Foundation, LLC

$ 0

L&H Inc.

1,000

$ 1,000,000

$ 900,000

Net change to facility

$ 0

Parentheses

indicate a reduction. No purchase price is due and no Preferred Shares are issued merely upon execution of this Agreement (the purchase

price for the initial L&H Additional Closing is payable under the L&H Waiver Agreement).

Reconciliation

of current and revised Additional Closing allocations (before giving effect to the initial L&H Additional Closing):

Commitment

Metric (original stated value / Preferred Shares)

Greentree

TriCore

L&H

Total

1. Aggregate commitment immediately

before amendment, all closings

18,000

32,000

50,000

2. Preferred Shares purchased before amendment,

all closings

1,911

3,618

5,529

3. Unused commitment immediately before amendment

16,089

28,382

44,471

4. Revised aggregate commitment

17,000

32,000

1,000

50,000

5. Revised unused commitment

15,089

28,382

1,000

44,471

6. Revised aggregate purchase price ceiling

(at $900 per Preferred Share)

$ 15,300,000

$ 28,800,000

$ 900,000

$ 45,000,000

7. Remaining conditional cash funding capacity

(at $900 per Preferred Share)

$ 13,580,100

$ 25,543,800

$ 900,000

$ 40,023,900

OFA Group

EXHIBIT

FORM

OF L&H COUNTERPART SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT

The

undersigned, intending to be legally bound, hereby executes and delivers this counterpart signature page to the Securities Purchase Agreement

dated October 29, 2025, among OFA Group and the Buyers party thereto (as amended, including by the Omnibus Amendment, Reallocation and

Joinder Agreement dated as of October 22, 2026 (the “Omnibus Amendment”), the “SPA”), and agrees, effective as

of the Amendment Effective Date (as defined in the Omnibus Amendment) or, solely for the initial L&H Additional Closing, as provided

in Section 5.2 of the Omnibus Amendment, to be bound by the SPA as a “Buyer” with respect to the L&H Allocation (as defined

in the Omnibus Amendment), subject to Section 6.3 of the Omnibus Amendment.

BUYER: L&H

INC.

By: /s/

Linwen Huang

Name: Linwen

Huang

Title: President

Date: October

22, 2026

Buyer

Additional Share Purchase Amount: 1,000 Additional Preferred Shares ($1,000,000 aggregate original stated value)

Aggregate

Additional Purchase Price (ceiling): $900,000 ($900 per Additional Preferred Share)

Address

for notices:

;

Attention:

Linwen Huang, President;

Email:

[***]

OFA Group

EX-10.2

Filename: ex10-2.htm · Sequence: 4

Exhibit

10.2

WAIVER

AGREEMENT

This

WAIVER AGREEMENT (this “Waiver”) is entered into as of October 22, 2026, by and between OFA Group, a Cayman Islands exempted

company (the “Company”), and L&H Inc., a Nevada corporation, as investor signatory hereto (the “Investor”).

WHEREAS,

the Company, Greentree Financial Group, Inc. (“Greentree”) and TriCore Foundation, LLC (“TriCore”) entered

into that certain Securities Purchase Agreement, dated as of October 29, 2025, as amended, supplemented or otherwise modified from time

to time (the “Securities Purchase Agreement” or “SPA”), pursuant to which the Company may issue and sell shares

of its Series A Convertible Preferred Shares (the “Preferred Shares”) in multiple closings, subject to the terms and conditions

set forth therein;

WHEREAS,

the rights, preferences and limitations of the Preferred Shares are set forth in that certain Certificate of Designations of Series

A Convertible Preferred Shares, as amended or modified from time to time in accordance with its terms (the “Certificate of Designations”),

and certain registration rights with respect to the Preferred Shares and the Ordinary Shares issuable thereunder are governed by that

certain Registration Rights Agreement, dated as of October 29, 2025, as amended, supplemented and joined from time to time (the “Registration

Rights Agreement”);

WHEREAS,

pursuant to that certain Omnibus Amendment, Reallocation and Joinder Agreement, dated as of October 22, 2026, by and among the Company,

Greentree, TriCore and the Investor (the “Omnibus Amendment”), the Investor will become, at the Amendment Effective Date

(as defined in the Omnibus Amendment) and as otherwise provided in Section 5.2 thereof, a direct Buyer under the Securities Purchase

Agreement with a conditional allocation to purchase up to 1,000 Additional Preferred Shares, representing $1,000,000 in aggregate original

stated value and $900,000 in aggregate cash purchase price;

WHEREAS,

concurrently with the execution and delivery of this Waiver, the Company and the other parties thereto are entering into that certain

Amendment to the Certificate of Designations, dated as of October 22, 2026, relating to the Floor Price under the Certificate

of Designations (the “Floor Price Amendment”);

WHEREAS,

subject to the satisfaction or waiver of the applicable conditions under the Securities Purchase Agreement, the Investor desires

to purchase, and the Company desires to issue and sell to the Investor, 300 Additional Preferred Shares for an aggregate purchase price

of $270,000 and aggregate original stated value of $300,000 (the “L&H Additional Closing”);

WHEREAS,

the Investor has agreed to pay the full purchase price for such Additional Preferred Shares on the date of this Waiver, and the Company

has agreed to issue such Additional Preferred Shares promptly after the Effective Time (as defined in the Floor Price Amendment), in

each case on the terms and subject to the conditions set forth herein;

WHEREAS,

the Company and the Investor acknowledge that certain conditions set forth in Section 7.4 of the Securities Purchase Agreement are

not, or may not be, satisfied in connection with the L&H Additional Closing, including certain conditions relating to advance notice,

registration coverage, trading volume and VWAP, the market price of the Ordinary Shares, certain historical compliance matters and the

Company’s publicly disclosed Nasdaq minimum bid price deficiency;

WHEREAS,

Section 7.4 of the Securities Purchase Agreement provides that the conditions to a Buyer’s obligation to purchase Preferred

Shares at an Additional Closing are for such Buyer’s sole benefit and may be waived by such Buyer in its sole discretion upon prior

written notice to the Company;

WHEREAS,

the Investor desires to provide the limited waivers set forth herein solely with respect to the L&H Additional Closing, without

waiving or releasing any other right, condition, claim or remedy under the Transaction Documents; and

OFA Group | L&H Additional Closing Waiver Agreement

Page 1

WHEREAS,

capitalized terms used but not defined herein have the meanings assigned to them in the Securities Purchase Agreement, the Certificate

of Designations or the Registration Rights Agreement, as applicable.

NOW,

THEREFORE, in consideration of the foregoing premises and the mutual agreements contained herein, and for other good and valuable

consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

Limited Waivers

1.1

Waiver of Certain Additional Closing Conditions. Solely with respect to the L&H Additional Closing, and solely in the Investor’s

capacity as a Buyer under the Securities Purchase Agreement, the Investor hereby provides the Company with written notice that it waives

compliance with the following conditions under Section 7.4 of the Securities Purchase Agreement:

(a)

Section 7.4(a). The requirement that the Company deliver written

notice of the applicable Additional Closing at least five (5), but no more than seven (7), Trading Days before the desired Additional

Closing Date. The execution and delivery of this Waiver shall constitute sufficient acknowledgment by the Investor of the timing, size

and economic terms of the L&H Additional Closing for purposes of the Investor’s decision to fund. This Waiver also constitutes

the Additional Closing Notice for the L&H Additional Closing.

(b)

Section 7.4(b). The requirement that a Registration Statement

covering the resale of all Ordinary Shares issuable upon conversion of the 300 Additional Preferred Shares to be acquired at the L&H

Additional Closing be effective and available for use on the Additional Closing Date.

Notwithstanding

the foregoing, this waiver applies solely to the Investor’s obligation to fund the L&H Additional Closing and shall not:

(i)

amend, waive, extend or otherwise modify any obligation of

the Company under the Registration Rights Agreement;

(ii)

constitute an acknowledgment that the Investor’s Registrable

Securities are presently covered by an effective Registration Statement;

(iii)

waive any Filing Deadline, Effectiveness Deadline, registration

maintenance requirement, liquidated damages obligation or other obligation arising under the Registration Rights Agreement;

(iv)

waive any Triggering Event, claim or remedy arising under the

Certificate of Designations as a result of a registration failure occurring after the applicable contractual deadline; or

(v)

constitute an agreement by the Investor that registration coverage

existing for any other Buyer, Holder or securities is sufficient to cover securities acquired by the Investor at the L&H Additional

Closing.

(c)

Section 7.4(d). The requirements relating to minimum daily

turnover, daily VWAP, the Conversion Price and the Measurement Period applicable to the L&H Additional Closing.

(d)

Section 7.4(e). Solely to the extent Section 7.4(e) would otherwise

not be satisfied as a result of one or more of the historical matters specifically identified on Schedule A hereto (collectively, the

“Specified Historical Matters”), the requirement that the Company have at all times before the L&H Additional Closing

been in full compliance in all material respects with the Certificate of Designations and that no event or condition have previously

existed that, with notice or lapse of time, would have constituted a breach or default thereunder.

This

waiver applies to a Specified Historical Matter only if such matter has been fully cured or otherwise ceased to be continuing on or before

the Additional Closing Date. Nothing herein waives any current or continuing breach, default, Triggering Event or payment obligation.

Solely

to the extent a Specified Historical Matter would otherwise cause the historical covenant-compliance portion of Section 7.4(l) not to

be satisfied, the Investor also waives Section 7.4(l) with respect to such Specified Historical Matter only; provided that the officer

certificate delivered pursuant to Section 7.4(l) shall expressly identify or incorporate the Limited Waivers set forth herein and shall

not contain a false or inaccurate certification concerning any Specified Historical Matter.

OFA Group | L&H Additional Closing Waiver Agreement

Page 2

(e)

Section 7.4(g). The requirement concerning the Closing Sale

Price of the Ordinary Shares during the ten (10) consecutive Trading Days immediately preceding the Additional Closing Date, including

the requirement that such Closing Sale Price be no less than the greater of $1.00 per Ordinary Share and 150% of the applicable Floor

Price.

(f)

Section 7.4(n). Solely to the extent Section 7.4(n) is not

satisfied as a result of the Company’s publicly disclosed noncompliance with Nasdaq’s minimum bid price requirement existing

as of the date of this Waiver.

The

foregoing waiver does not apply to:

(i)

an actual suspension of trading in the Ordinary Shares;

(ii)

an actual delisting of the Ordinary Shares;

(iii)

a written determination by Nasdaq to delist the Ordinary Shares

that has not been stayed or otherwise rendered ineffective;

(iv)

any listing deficiency other than the specifically identified

minimum bid price deficiency, except as may be expressly added to this Waiver in writing on or before the Funding Date; or

(v)

any failure to obtain shareholder approval, Nasdaq approval,

Listing of Additional Shares notification or other exchange action required in connection with the L&H Additional Closing or the

transactions contemplated by the Omnibus Amendment or Floor Price Amendment.

The

waivers contained in this Section 1.1 are collectively referred to as the “Limited Waivers.”

Conditions and Rights Not Waived

2.1

Nonwaived Section 7.4 Conditions. Except solely to the extent expressly set forth in Section 1.1 and Section 2.3, the Investor does

not waive any condition under Section 7.4 of the Securities Purchase Agreement.

Without

limiting the foregoing, the following conditions shall remain applicable to the L&H Additional Closing and shall be tested as of

the Funding Date:

(a)

the timing requirement under Section 7.4(c), including confirmation

that the Additional Closing Date (being the Funding Date) is no less than sixty (60) calendar days after the immediately preceding Closing

Date and the effective date of the Registration Statement (as defined in Section 3.3 of the Securities Purchase Agreement);

(b)

the holdings limitation under Section 7.4(f);

(c)

the absence of any Triggering Event required by Section 7.4(h);

(d)

delivery of the legal opinion required by Section 7.4(i) (which

may be delivered on or before the L&H Issuance Date);

(e)

delivery and written acknowledgment by the Transfer Agent of

the Irrevocable Transfer Agent Instructions required by Section 7.4(j) (which may be delivered on or before the L&H Issuance Date

and shall reflect the updated instructions contemplated by Section 9.4 of the Omnibus Amendment);

(f)

delivery of the good-standing evidence required by Section

7.4(k);

(g)

satisfaction of the representation, warranty, covenant and

officer-certificate requirements of Section 7.4(l), subject only to the express limited qualification for Specified Historical Matters

set forth in Section 1.1(d);

(h)

delivery of the Transfer Agent outstanding-share letter required

by Section 7.4(m);

(i)

except solely for the minimum bid price deficiency expressly

waived pursuant to Section 1.1(f), satisfaction of the listing and trading requirements under Section 7.4(n);

(j)

receipt of all governmental, regulatory, shareholder, exchange,

Transfer Agent and third-party consents and approvals required under Section 7.4(o) to be obtained on or before the Funding Date (other

than the matters described in clauses (a) and (b) of Section 4.2, which are conditions to the Company’s obligation to issue on

the L&H Issuance Date and not conditions to funding);

OFA Group | L&H Additional Closing Waiver Agreement

Page 3

(k)

the absence of any legal prohibition described in Section 7.4(p);

(l)

the absence of a Material Adverse Effect described in Section

7.4(q);

(m)

timely delivery of all Conversion Shares required by Section

7.4(r);

(n)

satisfaction of the Shareholder Approval condition under Section

7.4(s); and

(o)

delivery of such additional documents, instruments and certificates

as are reasonably required pursuant to Section 7.4(t).

2.2

Closing Confirmations. On or before the Funding Date, the Company shall deliver or cause to be delivered reasonable written confirmation,

which may be included in the officer certificate or other closing documents, that:

(a)

the Closing Date timing requirement under Section 7.4(c) has

been satisfied;

(b)

immediately before the L&H Additional Closing, the Investor

holds no Preferred Shares and therefore does not hold Preferred Shares having aggregate stated value greater than $500,000 for purposes

of Section 7.4(f);

(c)

no Triggering Event exists or is continuing for purposes of

Section 7.4(h);

(d)

all Conversion Shares previously required to be delivered by

the Company have been duly and timely delivered for purposes of Section 7.4(r);

(e)

each Specified Historical Matter has been fully cured or ceased

to be continuing;

(f)

the Company has sufficient authorized Ordinary Shares, and

on or before the L&H Issuance Date will have reserved sufficient Ordinary Shares, to satisfy the applicable reserve requirements

under the Certificate of Designations with respect to the Preferred Shares outstanding immediately following the L&H Issuance Date,

taking into account the Floor Price as amended by the Floor Price Amendment and any applicable dividend or other reserve requirements;

(g)

the Company and its registration counsel have established the

registration plan applicable to the Ordinary Shares issuable with respect to the 300 Additional Preferred Shares acquired by the Investor;

(h)

the Company shall be submitted the Listing of Additional Shares

notification required by Nasdaq Listing Rule 5250(e)(2) with respect to the L&H Additional Closing, the Omnibus Amendment and the

Floor Price Amendment on October 22, 2026; and

(i)

all Cayman Islands corporate approvals and formalities required

for the valid issuance of the 300 Additional Preferred Shares have been satisfied.

2.3

Time of Testing; Irrevocable Purchase. The conditions under Section 7.4 of the Securities Purchase Agreement that are not waived

by the Limited Waivers shall be tested solely as of the Funding Date. Upon the Company’s receipt of the L&H Purchase Price,

(a) each such condition shall be deemed satisfied or waived by the Investor for purposes of the L&H Additional Closing, (b) the Investor’s

purchase of the 300 Additional Preferred Shares shall be irrevocable and shall not be subject to any further condition within the Investor’s

control, and (c) the occurrence of the L&H Issuance Date shall be subject only to the matters set forth in Section 4.2 and, if applicable,

Section 8.2 of the Omnibus Amendment, in each case subject to the Investor’s refund rights under Section 4.5. Neither the pendency

on the Funding Date of the period described in Section 4.2(b) nor the fact that the Effective Time has not yet occurred shall cause any

condition described in Section 1.1(f) or Section 2.1 to be unsatisfied.

No Waiver of Triggering Events, Registration Rights or Other Remedies

3.1

Preservation of Existing Rights. Nothing in this Waiver:

(a)

constitutes a waiver, release, cure or settlement of any Triggering

Event, Equity Conditions Failure, breach, default, registration-related claim, conversion-delivery claim, accrued Dividend, Late Charge,

damages claim, redemption right, termination right or other right or remedy under any Transaction Document;

OFA Group | L&H Additional Closing Waiver Agreement

Page 4

(b)

constitutes an acknowledgment that any existing breach or Triggering

Event has been cured except to the extent the Company separately establishes the applicable cure in accordance with the Transaction Documents;

(c)

amends the Certificate of Designations or Registration Rights

Agreement;

(d)

waives any obligation to register or maintain registration

of Registrable Securities;

(e)

modifies the Conversion Price, Floor Price, Conversion Amount,

Dividend Rate, beneficial ownership limitation, Exchange Cap or any other economic term of the Preferred Shares;

(f)

constitutes a waiver or consent by Greentree, TriCore or any

other Buyer or Holder; or

(g)

affects any right or remedy of the Investor arising after the

L&H Additional Closing.

3.2

Section 7.4(h). For the avoidance of doubt, the Investor is not granting a general waiver of Section 7.4(h). If, before funding,

the Company determines that a Triggering Event is continuing or would occur with notice or passage of time, the Company shall disclose

the applicable matter to the Investor, and the Investor shall have no obligation to fund unless the applicable condition is separately

satisfied or expressly waived in writing by the Investor.

3.3

No Equity Conditions Certification. Nothing in this Waiver constitutes a representation, acknowledgment or agreement by the Investor

that the Equity Conditions are satisfied. The Company shall not be deemed to have certified that the Equity Conditions are satisfied

merely because the Investor has executed this Waiver or consummated the L&H Additional Closing.

Additional Closing Mechanics

4.1

Funding. On the date of this Waiver, subject only to (a) the execution and delivery of the Omnibus Amendment and the Floor Price

Amendment by all parties thereto, (b) the Company’s delivery of the confirmations described in Section 2.2 and (c) the satisfaction

or waiver, as of such date, of the conditions described in Section 2.1, the Investor shall deliver $270,000 (the “L&H Purchase

Price”) in immediately available funds to the account designated by the Company in writing. The date on which the Company receives

the L&H Purchase Price (the “Funding Date”) shall be the “Additional Closing Date” for purposes of Section

7.4 of the Securities Purchase Agreement and this Waiver, and the L&H Additional Closing shall be deemed consummated on the Funding

Date, with the 300 Additional Preferred Shares to be issued on the L&H Issuance Date. The Investor’s obligation under this

Section 4.1 is a direct obligation to the Company under this Waiver and is not conditioned on the occurrence of the Amendment Effective

Date or the Effective Time. If the Company has not received the L&H Purchase Price by 5:00 p.m., New York City time, on the date

of this Waiver, the Company may terminate this Waiver by written notice to the Investor at any time before such receipt.

4.2

Issuance. Provided that the Company has received the L&H Purchase Price, no later than two (2) Business Days after the later

of (a) the Effective Time and (b) the expiration of the period required by Nasdaq Listing Rule 5250(e)(2) following the Company’s

submission of the Listing of Additional Shares notification described in Section 2.2(h), the Company shall cause 300 Additional Preferred

Shares, having aggregate original stated value of $300,000, to be duly and validly issued to the Investor (the date of such issuance,

the “L&H Issuance Date”) and reflected in the Company’s applicable register and Transfer Agent records in accordance

with the Transaction Documents and applicable Cayman Islands law. The parties acknowledge that the interval between the Funding Date

and the L&H Issuance Date has been agreed by them, results from the requirements described in clauses (a) and (b) of this Section

4.2, and shall not by itself constitute a breach of, or a failure to comply with, any Transaction Document, provided that the L&H

Issuance Date occurs as required by this Section 4.2. On or before the L&H Issuance Date, the Company shall deliver to the Investor

(i) evidence reasonably satisfactory to the Investor of such issuance and of its entry in the Company’s register of members and

the Transfer Agent’s records and (ii) any item described in Section 2.1(d) or 2.1(e) that was not delivered on the Funding Date.

OFA Group | L&H Additional Closing Waiver Agreement

Page 5

4.3

Separate Closing. The L&H Additional Closing constitutes a new and separate Additional Closing under the Securities Purchase

Agreement. It is not an assignment, transfer or continuation of any prior Closing involving Greentree, TriCore or another Buyer.

4.4

No Conversion at Closing. No conversion of the Additional Preferred Shares is being effected pursuant to this Waiver or as part of

the L&H Additional Closing. Any future conversion shall occur separately in accordance with the Certificate of Designations, the

Securities Purchase Agreement and applicable law.

4.5

Use of Funds; Refund. From and after the Funding Date, the Company may use the L&H Purchase Price for general corporate purposes.

The L&H Purchase Price is a prepayment of the purchase price for the 300 Additional Preferred Shares and not a loan, and no interest

shall accrue on it. If (a) the Effective Time has not occurred on or before the Outside Date (as defined in the Floor Price Amendment),

(b) the Omnibus Amendment or the Floor Price Amendment terminates in accordance with its terms before the L&H Issuance Date or (c)

the L&H Issuance Date has not occurred on or before the fifth (5th) Business Day after such Outside Date and the Investor so elects

by written notice to the Company, the Company shall refund the L&H Purchase Price to the Investor, without interest, set-off or deduction,

by wire transfer of immediately available funds within five (5) Business Days after such Outside Date, such termination or such notice,

as applicable.

Public Disclosure and Material Nonpublic Information

later than 9:00 a.m., New York City time, on the first Business Day after the Funding Date (or such earlier time as is required by Section

4.8 of the Securities Purchase Agreement), the Company shall file a Current Report on Form 8-K describing the material terms of the L&H

Additional Closing, this Waiver, the Omnibus Amendment and the Floor Price Amendment (which may be the Current Report required by Section

8.4 of the Omnibus Amendment) and shall publicly disclose all material nonpublic information, if any, provided by or on behalf of the

Company to the Investor in connection with the L&H Additional Closing.

the extent required by applicable law or SEC rules, the Company shall file this Waiver and the other material transaction documents as

exhibits.

Following

such public disclosure, the Company shall confirm to the Investor that it is not knowingly in possession of material nonpublic information

furnished by or on behalf of the Company in connection with the L&H Additional Closing that has not been publicly disclosed.

Effectiveness and Scope

6.1

Effectiveness. This Waiver, including the Limited Waivers and the Investor’s obligation under Section 4.1, shall become effective

upon its execution and delivery by the Company and the Investor. The occurrence of the Amendment Effective Date and the Effective Time

is a condition only to the Company’s obligation to issue the 300 Additional Preferred Shares under Section 4.2, and not to the

effectiveness of this Waiver or the Investor’s obligation to deliver the L&H Purchase Price.

6.2

Closing-Specific Waiver. The Limited Waivers apply solely to the L&H Additional Closing involving the purchase of 300 Additional

Preferred Shares for $270,000 and shall not apply to any subsequent Additional Closing, whether involving the Investor or another Buyer.

6.3

Expiration. If the Company refunds the L&H Purchase Price pursuant to Section 4.5, or terminates this Waiver pursuant to the

last sentence of Section 4.1, this Waiver shall automatically terminate and cease to have effect upon such refund or termination, unless

the Company and the Investor otherwise agree in writing; provided that such termination shall not relieve either party of liability for

any breach of this Waiver occurring before such termination.

6.4

No Course of Dealing. Neither execution of this Waiver nor consummation of the L&H Additional Closing shall establish a course

of dealing or create any expectation that the Investor will waive the same or similar conditions in connection with any future Additional

Closing.

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Page 6

Representations

7.1

Company. The Company represents to the Investor that:

(a)

it has the requisite corporate power and authority to execute,

deliver and perform this Waiver and consummate the L&H Additional Closing;

(b)

subject to the Cayman Islands corporate approvals and formalities

described in Section 2.2(i), the execution and delivery of this Waiver have been duly authorized;

(c)

the Company has disclosed to the Investor the Specified Historical

Matters and any other matter actually known to the Company that would cause a nonwaived condition under Section 7.4 not to be satisfied

as of the date hereof; and

(d)

Schedule A accurately describes the Specified Historical Matters

for which the Company is requesting the limited historical waiver contained herein.

7.2

Investor. The Investor represents to the Company that:

(a)

it has the requisite corporate power and authority to execute

and deliver this Waiver;

(b)

this Waiver has been duly authorized by the Investor;

(c)

immediately before consummation of the L&H Additional Closing,

the Investor holds no outstanding Preferred Shares of the Company;

(d)

except for the Limited Waivers expressly set forth herein,

the Investor is relying upon satisfaction of the applicable conditions and protections contained in the Transaction Documents; and

(e)

the representations and warranties made by the Investor pursuant

to Section 7.4 of the Omnibus Amendment are true and correct as of the Funding Date.

Miscellaneous

8.1

Transaction Document. This Waiver constitutes a Transaction Document for purposes of the Securities Purchase Agreement.

8.2

No Other Modification. Except for the Limited Waivers expressly set forth herein and as expressly set forth in Sections 2.3, 4.1,

4.2 and 4.5, the Transaction Documents remain unmodified and in full force and effect.

8.3

Governing Law. The governing law, jurisdiction, service of process and waiver of jury trial provisions contained in Section 9.1 of

the Securities Purchase Agreement are incorporated herein by reference, mutatis mutandis. Mandatory matters of Cayman Islands corporate

law shall remain governed by Cayman Islands law.

8.4

Notices. Notices relating to this Waiver shall be delivered in accordance with Section 9.6 of the Securities Purchase Agreement,

using the notice information for the Investor set forth in the Omnibus Amendment.

8.5

Amendments and Waivers. No amendment, modification or waiver of this Waiver shall be effective unless in writing and signed by the

Company and the Investor; provided that no amendment may waive, modify or adversely affect the rights of any other Buyer or Holder without

any consent separately required under the applicable Transaction Document.

8.6

Counterparts; Electronic Signatures. This Waiver may be executed in counterparts, each of which shall constitute an original and

all of which together constitute one instrument. Electronic signatures and electronically transmitted counterparts shall be effective

as originals.

8.7

Entire Agreement. This Waiver, together with the Transaction Documents, constitutes the entire agreement of the Company and the Investor

concerning the limited subject matter addressed herein and supersedes prior discussions relating specifically to the Limited Waivers.

Nothing herein supersedes or releases any existing right, claim or obligation arising under another Transaction Document.

8.8

Further Assurances. Each party shall execute and deliver such further documents and take such further actions as may reasonably be

necessary to implement the L&H Additional Closing on the terms expressly set forth herein, provided that no such action shall increase

the Investor’s purchase commitment, modify an economic term of the Preferred Shares or effect any additional waiver without the

Investor’s express written consent.

Signature

Page Follows

OFA Group | L&H Additional Closing Waiver Agreement

Page 7

WITNESS WHEREOF, the parties have caused this Waiver Agreement to be executed by their duly authorized representatives as of the date

first written above.

OFA

GROUP

By:

/s/

Thomas Gaffney

Name:

Thomas

Gaffney

Title:

Chief

Operating Officer

L&H

INC.

By:

/s/

Linwen Huang

Name:

Linwen

Huang

Title:

President

OFA Group | L&H Additional Closing Waiver Agreement

Page 8

SCHEDULE

SPECIFIED

HISTORICAL MATTERS

For

purposes of Section 1.1(d) of this Waiver, and solely to the extent each matter identified below has been fully cured or ceased to be

continuing on or before the Funding Date, the “Specified Historical Matters” consist solely of:

Historical Registration Matters. Any lapse, unavailability or inapplicability of a prior Registration Statement before June 24, 2026,

solely to the extent such matter would cause the historical compliance requirement contained in Section 7.4(e) of the Securities Purchase

Agreement not to be satisfied, and excluding any current or continuing failure to comply with the Registration Rights Agreement.

June 2026 TriCore Issuance Matter. The timing of the issuance and reflection in the Company’s and Transfer Agent’s records

of the 356 Preferred Shares associated with the June 2026 Additional Closing with TriCore Foundation, LLC, solely to the extent such

timing would cause the historical compliance requirement contained in Section 7.4(e), or the historical covenant-compliance component

of Section 7.4(l), not to be satisfied, provided that the Company has delivered evidence reasonably satisfactory to the Investor that

such issuance was subsequently completed and properly reflected in the applicable corporate and Transfer Agent records.

For

the avoidance of doubt, Schedule A does not include, and the Investor does not waive, any continuing Triggering Event, unpaid monetary

obligation, uncured Conversion Failure, current registration failure following expiration of an applicable contractual cure or filing

period, current failure to maintain an applicable share reserve, actual Nasdaq suspension or delisting, or any other matter not expressly

identified above.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

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- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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Name:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

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Namespace Prefix:

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Data Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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Namespace Prefix:

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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