3 E Network Technology Group Ltd

This SUBSCRIPTION AGREEMENT (this "Agreement") is made as of September ___, 2026, by and between 3 E Network Technology Group Limited, a British Virgin Islands business company (the "Company") and the purchaser identified on the signature pages hereto (the "Purchaser"). The Company, on one hand, and the Purchaser, on the other hand, are sometimes each referred to herein as a "Party" and collectively as the "Parties."

Whereas , upon the terms and subject to the conditions of this Agreement, the Company desires to issue and sell to the Purchaser, and the Purchaser wishes to purchase from the Company, certain class A ordinary shares, par value US$0.0025 per share, of the Company ("Class A Ordinary Shares") in a private placement exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder ("Regulation D");

Now, Therefore , in consideration of the foregoing recitals and the mutual promises hereinafter set forth, the Parties hereto agree as follows:

1.1 Issuance, Sale and Purchase of Class A Ordinary Shares . Upon the terms and subject to the conditions of this Agreement, the Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to issue, sell and deliver to the Purchaser, in accordance with Section 1.2 below, a certain number of class A ordinary shares, par value US$0.0025 per share, of the Company (the "Purchased Shares"), at a price of US$1.42598 per Purchased Share (the "Per Share Purchase Price", which is initially equal to the average closing bid price of the Class A Ordinary Shares for the five trading days immediately preceding the date hereof, and shall be adjusted from time to time pursuant to Section 3.2), for an aggregate cash consideration of US$1,000,000 (the "Aggregate Purchase Price"), free and clear of any pledge, mortgage, security interest, encumbrance, lien, charge, assessment, right of first refusal, right of pre-emption, third-party right or interest, claim or restriction of any kind or nature (collectively, "Encumbrances") (except for restrictions arising under the Securities Act or created by virtue of Section 3.1 of this Agreement), provided, however, that (a) no fractional Purchased Shares will be issued, (b) any fractions shall be rounded down to the nearest whole number of Purchased Shares, and (c) the Aggregate Purchase Price will be reduced by the value of any such fractional share (as calculated on the basis of the Per Share Purchase Price). The purchase, issuance, sale and delivery of the Purchased Shares shall be made pursuant to and in reliance upon Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.

1.2 Closing . Subject to Section 1.3, the closing (the "Closing") of the sale and purchase of the Purchased Shares pursuant to Section 1.1 shall take place remotely via the electronic exchange of the closing documents and signatures on such date and at such time as the Parties may mutually agree in writing. The date and time of the Closing are referred to herein as the "Closing Date".

(a) Payment and Delivery . At the Closing, subject to the satisfaction (or waiver) of the conditions set forth in Section 1.3, (i) the Purchaser shall deliver or cause to be delivered the necessary instructions for the payment of the Aggregate Purchase Price to the Company in U.S. dollars by wire transfer of immediately available funds to an account designated in writing by the Company, (ii) the Company shall deliver or cause to be delivered to its transfer agent the necessary instructions for the issuance of the Purchased Shares to the Purchaser in book-entry form, and (iii) each Party shall deliver such other closing documents as may be required pursuant to Section 1.3. The payment of the Aggregate Purchase Price and the issuance and delivery of the Purchased Shares shall be completed as soon as reasonably practicable following the Closing, on such date as the Parties may mutually agree in writing

(b) Restrictive Legend . The Purchaser understands that certificate representing the Purchased Shares will bear a legend to the following effect:

(a) Conditions to the Purchaser's Obligations to Effect the Closing . The obligation of the Purchaser to purchase and pay for the Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may only be waived in writing by the Purchaser in its sole discretion:

i. All corporate and other actions required to be taken by the Company in connection with the issuance and sale of the Purchased Shares hereunder and any other transactions contemplated under this Agreement and all the agreements and other documents required in connection with implementing the transactions contemplated hereby (together, the "Transaction Documents" ) shall have been completed, including, without limitation, the review and approval of such transactions by the Board of Directors of the Company (or a duly authorized committee thereof), with any interested director abstaining from voting, and with such approval including a majority of independent directors, in accordance with the Company's related party transaction policies and applicable Nasdaq requirements, and the determination in good faith that the transactions contemplated hereby are fair to and in the best interests of the Company and its shareholders.

ii. The representations and warranties of the Company contained in Section 2.1 of this Agreement shall have been true and correct on the date of this Agreement and in all material respects on and as of the Closing Date; and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement or any other Transaction Document that are required to be performed or complied with on or before the Closing Date.

iii. The Purchaser shall have received: the certificate of good standing and certificate of incumbency of the Company (which should be dated no earlier than five (5) Business Days before the Closing Date).

iv. No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement or any other Transaction Document, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement or any other Transaction Document that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by or before a governmental authority of competent jurisdiction that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement or any other Transaction Document, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement or any other Transaction Document that are substantial in relation to the Company.

v. Without limiting the generality of Section 1.3(a)(iv) above with respect to actions of governmental authorities, there shall be no actual Legal Proceeding by a third party as defined in and contemplated by Section 3.4(a).

vi. There shall have been no (a) material adverse effect on the legality, validity or enforceability of this Agreement and the other Transaction Documents, (b) material adverse effect on the business, affairs, prospects, operations, properties, assets or condition (financial or otherwise) of the Group Companies (as defined below), except for any matter disclosed in the SEC Documents (as defined below), or (c) material adverse effect on the Company's ability to perform in any material respect on a timely basis its obligations under this Agreement and the other Transaction Documents (any of (a), (b) or (c), a "Material Adverse Effect").

vii. The Company shall have delivered to the Purchaser a certificate, dated the Closing Date, certifying that the conditions specified in this Sections 1.3(a)(i) to (a)(vi) have been fulfilled and the wire transfer instructions for the account designated by the Company for payment of the Aggregate Purchase Price.

(b) Conditions to the Company's Obligations to Effect the Closing . The obligation of the Company to issue, sell and deliver the Purchased Shares to the Purchaser as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, any of which may only be waived in writing by the Company in its sole discretion:

i. All corporate and other actions required to be taken by the Purchaser in connection with the purchase of the Purchased Shares hereunder and any other transactions contemplated under the Transaction Documents shall have been completed.

ii. The representations and warranties of the Purchaser contained in Section 2.2 of this Agreement shall have been true and correct on the date of this Agreement and in all material respects on and as of the Closing Date; and the Purchaser shall have performed and complied in all material respects with all, and not be in breach or default in any material respect under any, agreements, covenants, conditions and obligations contained in this Agreement or any other Transaction Document that are required to be performed or complied with on or before the Closing Date.

iii. No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement or any other Transaction Document, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement or any other Transaction Document that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by or before a governmental authority of competent jurisdiction that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement or any other Transaction Document, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement or any other Transaction Document that are substantial in relation to the Company.

2.1 Representations and Warranties of the Company . The Company hereby represents and warrants to the Purchaser, as of the date hereof and as of the Closing Date, as follows:

(a) Due Formation . The Company is a British Virgin Islands business company duly incorporated, validly existing and in good standing under the laws of the British Virgin Islands. The Company has all requisite power and authority to carry on its business as it is currently being conducted.

(b) Authority . The Company has full power and authority to enter into, execute and deliver this Agreement and other Transaction Documents and each agreement, certificate, document and instrument to be executed and delivered by the Company pursuant to this Agreement and other Transaction Documents and to perform its obligations hereunder and thereunder. The execution and delivery by the Company of this Agreement and other Transaction Documents and the performance by the Company of its obligations hereunder and thereunder have been duly authorized by all requisite actions on its part.

(c) Valid Agreement . The Transaction Documents have all been duly authorized, executed and delivered by the Company and constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except: (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally, and (ii) as limited by the availability of specific performance, injunctive relief, or other equitable remedies.

(d) Non Contravention. Except as may result from any facts or circumstances relating solely to the Purchaser, the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby, will not constitute a violation (with or without the giving of notice or lapse of time, or both) of any law or order applicable to the Company.

i. The Company is authorized to issue a maximum of 150,000,000 ordinary shares, par value US$0.0025 per share, comprising 100,000,000 class A Ordinary Shares, par value US$0.0025 per share, and 50,000,000 class B ordinary shares, par value US$0.0025 per share. As of the date hereof, 3,684,777 Class A Ordinary Shares and 23,200 Class B ordinary shares were issued and outstanding. Except as disclosed in the SEC Documents, there are no outstanding options, warrants, convertible securities or other rights to acquire any shares or other equity securities of the Company. No split, combination, or other restructuring with respect to the Class A Ordinary Shares has been effected since the date hereof or will be effected prior to the Closing Date. All issued and outstanding Class A Ordinary Shares are validly issued, fully paid and non-assessable. All issued and outstanding shares of the Company and all outstanding shares of capital stock of each of the Company's subsidiaries and consolidated affiliates (each a "Subsidiary" and collectively "Subsidiaries") have been issued and granted in compliance with (x) all applicable Securities Laws and other applicable laws and (y) all requirements set forth in applicable plans or contracts, without violation of any preemptive rights, rights of first refusal or other similar rights. "Securities Laws" means the Securities Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), the listing rules of, or any listing agreement with, the Nasdaq Stock Market ("Nasdaq") and any other applicable law regulating securities or takeover matters.

ii. As of the date hereof, other than the 2025 Share Incentive Plan (the "Share Incentive Plan"), there are no other existing Company stock option plans and stock purchase plans. Except as disclosed in the SEC Documents, the Company's existing share incentive plan is the only equity incentive plan of the Company currently in effect.

iii. The rights of the Purchased Shares shall be as stated in the memorandum and articles of association of the Company, and there will not been any change to the memorandum and articles of association of the Company since the date hereof that will adversely affect the rights of holders of Class A Ordinary Shares.

(f) Due Issuance . The Purchased Shares, when issued in accordance with this Agreement and the terms of such Purchased Shares, will be validly issued, fully paid and non-assessable and free and clear of all Encumbrances, except for restrictions arising under the Securities Act or created by virtue of Section 3.1 of this Agreement, and upon delivery and entry into the register of members of the Company will transfer to the Purchaser good and valid title to such Purchased Shares.

(g) Consents and Approvals . Neither the execution and delivery by the Company of this Agreement or any other Transaction Document, nor the consummation by the Company of any of the transactions contemplated hereby and thereby, nor the performance by the Company of this Agreement or any other Transaction Document in accordance with its terms requires the consent, approval, order or authorization of, or registration with, or the giving notice to, any governmental or public body or authority or any third party, except such as have been or will have been obtained, made or given on or prior to the Closing Date.

(h) Compliance with Laws. Except as disclosed in the SEC Documents or would not have a Material Adverse Effect, none of the Company and its Subsidiaries (collectively, "Group Companies") has knowingly conducted any activity in violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any agency thereof in respect of the conduct of its business or the ownership of its properties. All consents, permits, approvals, orders, authorizations or registrations, qualifications, designations, declarations or filings by or with any governmental entities and any third party which are required to be obtained or made by each Group Company in connection with the consummation of the transactions contemplated hereunder shall have been obtained or made prior to and be effective as of the Closing, except as disclosed in the SEC Documents or would not have a Material Adverse Effect. Each Group Company has all material permits, licenses and any similar authority necessary for the conduct of its business as currently conducted and as proposed to be conducted, the absence of which would be reasonably likely to have a Material Adverse Effect. None of the Group Companies is in default under any of such permits, licenses or other similar authority. To the reasonable knowledge of the Company, there are no fines or penalties asserted against the Group Companies under any applicable law, and none of the Group Companies has received any notice from any governmental entities with respect to any violation of any applicable law.

(i) Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the SEC Documents, except as specifically disclosed in a subsequent SEC Documents filed prior to the date hereof: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company's financial statements pursuant to IFRS or disclosed in filings made with the SEC, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares and (v) the Company has not issued any equity securities to any officer, director or employee, except pursuant to existing Company stock option plans and stock purchase plans. The Company does not have pending before the SEC any request for confidential treatment of information. Except for the issuance of the Purchased Shares contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists, or is reasonably expected to occur or exist, with respect to the Company or its Subsidiaries or their respective business, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one Business Day prior to the date that this representation is made. For purposes of this Agreement, "Business Day" means any day, other than a Saturday, Sunday and any day which is a legal holiday under the laws of Hong Kong and British Virgin Islands or is a day on which banking institutions located in Hong Kong and British Virgin Islands are authorized or required by applicable law or other governmental action to close.

(j) No U.S. Registration and Qualification Exemptions. Assuming the accuracy of the Purchaser's representations and warranties set forth in Section 2.2, no registration under the Securities Act is required for the offer, issuance and sale of the Purchased Shares by the Company to the Purchaser as contemplated hereby. The Company is relying upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder and has taken all necessary actions to make the issuance, sale and delivery of the Purchased Shares in accordance therewith. The issuance and sale of the Purchased Shares hereunder does not contravene the rules and regulations of the Nasdaq Capital Market. The Class A Ordinary Shares are registered pursuant to Section 12(b) or 12(g) of the 1934 Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Ordinary Share under the 1934 Act nor has the Company received any notification that the SEC is contemplating terminating such registration. Except as specifically disclosed in a subsequent SEC Documents filed prior to the date hereof, the Company has not, in the 12 months preceding the date hereof, received notice from Nasdaq Stock Market to the effect that the Company is not in compliance with the listing or maintenance requirements of Nasdaq Stock Market. The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements. Assuming the accuracy of Purchaser's representations and warranties set forth in Section 2.2, neither the Company, nor any of its affiliates, nor, to the knowledge of the Company, any person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Purchased Shares to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would require the registration of any such securities under the Securities Act, or (ii) any applicable shareholder approval provisions of Nasdaq Stock Market on which the securities of the Company are listed or designated.

(k) No Disqualification Events. None of the Company, any of its predecessors or affiliated issuers, any director, executive officer or other officer of the Company participating in the offering of the Purchased Shares, any beneficial owner of 20% or more of the Company's outstanding voting equity securities, calculated on the basis of voting power, or any promoter connected with the Company in any capacity at the time of the sale of the Purchased Shares is subject to any of the disqualifying events described in Rule 506(d)(1) of Regulation D, except for any event covered by Rule 506(d)(2) or Rule 506(d)(3). The Company has exercised reasonable care to determine whether any such disqualification exists.

(m) Application of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested shareholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement) or other similar anti-takeover provision under the memorandum and articles of association or other organizational documents or the laws of British Virgin Islands which is or could become applicable to the Purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Purchased Shares and the Purchaser's ownership of the Purchased Shares. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable any shareholder rights plan or similar arrangement relating to accumulations of beneficial ownership of Class A Ordinary Shares or a change in control of the Company or any of its Subsidiaries.

(n) Acknowledgment Regarding Purchaser's Purchase of Purchased Shares. The Company acknowledges and agrees that the Purchaser may be an officer, director or affiliate of the Company, and that the transactions contemplated hereby constitute a related party transaction. The Company further acknowledges that such transactions have been reviewed and approved in accordance with applicable corporate governance requirements.

(o) Off Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its SEC Documents and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.

(p) Choice of Law. The choice of the laws of Hong Kong as the governing law of this Agreement and the other Transaction Documents would be upheld as a valid choice of law by the courts of the British Virgin Islands and Hong Kong SAR.

(q) Arbitration. The submission by the Company to arbitration in Hong Kong pursuant to this Agreement and the other Transaction Documents is valid and binding as a matter of British Virgin Islands law.

(r) Enforcement of Arbitration Award . Any final and conclusive monetary award obtained against the Company in arbitration proceedings in Hong Kong for a definite sum may, with the leave of the High Court in the British Virgin Islands, be enforced in the same manner as a judgment of the British Virgin Islands court under the procedure set out in the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards 1958. The High Court may only exercise its discretion to refuse leave if: (a) a party to the arbitration agreement was, under the law applicable to him, under some incapacity; (b) the arbitration agreement was not valid under the governing law of the arbitration agreement; (c) the Company was not given proper notice of the appointment of the arbitrator or of the arbitration proceedings, or was otherwise unable to present its case; (d) the award deals with an issue not contemplated by or not falling within the terms of the submission to arbitration, or contains matters beyond the scope of the arbitration, subject to the proviso that an award which contains decisions on such matters may be enforced to the extent that it contains decisions on matters submitted to arbitration which can be separated from those matters not so submitted; (e) the composition of the arbitral authority was not in accordance with the agreement of the parties or, failing such agreement, with the law of the place of the arbitration; (f) the award has not yet become binding upon the parties, or has been set aside or suspended by a competent authority, either in Hong Kong, or pursuant to the law of the arbitration agreement; (g) the subject matter of the award was not capable of resolution by arbitration; or (h) enforcement would be contrary to public policy. It is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement or the other Transaction Documents that any document be filed, recorded or enrolled with any governmental, regulatory or judicial authority in the British Virgin Islands.

(s) Investment Company. The Company is not and, after giving effect to the sale of the Purchased Shares, and the application of the proceeds hereof, will not be an "investment company," as such term is defined in the U.S. Investment Company Act of 1940, as amended.