PHAOS TECHNOLOGY HOLDINGS — Form F-1/A

Phaos Technology Holdings filed an underwriting agreement with Network 1 Financial Securities, Inc. as underwriter representative. Key deal terms remain blank (share count, warrant count, pricing, exercise price). Network 1 receives 7.5% of Firm Shares as representative warrants at 125% strike; 0.5% non-accountable expense allowance; 7.5% solicitation fee on warrant exercises. Company capped underwriter expenses at $75,000–$100,000. Agreement grants Network 1 right of first refusal on future financings for 12 months and 'tail fee' of 6.5% discount on introduced parties' transactions for 12 months post-closing.