Securities Purchase Agreement

On September 28, 2026, Phaos Technology Holdings (Cayman) Ltd. entered into a securities purchase agreement with High West Partners LLC. The agreement allows the company to sell up to $10,000,000 of its Class A ordinary shares to the investor. The investor is obligated to purchase these shares, with provisions for daily purchases and volume-weighted average price (VWAP) purchases. The company also agreed to issue commitment shares to the investor as a fee. Concurrently, a registration rights agreement was signed, requiring the company to file a resale registration statement for the shares within 30 days. The agreement includes customary representations, warranties, and indemnification clauses, with the investor agreeing to certain beneficial ownership limitations. The agreement is filed as Exhibit 10.1, and the registration rights agreement as Exhibit 10.2.