Browse EX-10 agreements

LETTER OF OFFER

Date: 24-02-2020

CA No.: 20000492/CA/20/01

MEKAR SUBUR AV SDN BHD (1055070D)

NO. 35-G & 35-1,

JALAN 2/115A,

TAMAN PAGAR RUYUNG,

JALAN KUCHAI LAMA,

58200 KUALA LUMPUR MALAYSIA

Dear Sirs,

RE:	BANKING FACILITY GRANTED TO MEKAR SUBUR AV SDN BHD (1055070D) (“BORROWER”)

We, RHB Bank Berhad (“the Bank”) are pleased to inform you that the Bank has agreed to offer you the banking facility(ies) as stated below; subject to the following terms and conditions:-

1.	THE BANKING FACILITY(IES)

The banking facility granted or to be granted to you are as follows, subject to Government of Malaysia (GOM) providing its guarantee on the Banking Facility. Should the GOM decline to provide such guarantee on the Banking Facility, the Bank may at its absolute discretion terminate the Banking Facility or revise the terms and conditions of the Banking Facility.

	FACILITY		Limit
	SME Online Financing Term Loan		RM700,000.00

…

Date:	30/03/2020

PRIVATE & CONFIDENTIAL

MEKAR SUBUR AV SDN. BHD.

1055070D

NO. 35-G & 35-1 JALAN 2/115A

TAMAN PAGAR.RUYUNG JALAN KUCHAI LAMA

58200                                                      KUALA LUMPUR

W. PERSEKUTUAN

Dear Sir/Madam,

NOTIFICATION LETTER

Re : Standard Chartered Bank Business Instalment Loan (“the Facility”)

This is the full notification further to our earlier SMS informing you of the approval of your application for Business Instalment Loan facility with us.

	(i)	Facility Amount (RM)	:	1,000,000.00
	(ii)	Effective Interest Rate (% + BLR)	:	6.75% + 6.20% = 12.95% p.a on monthly rest basis	(variable rate)
	(iii)	Tenor (Months)	:	84
	(iv)	Monthly Installment Amount (RM)	:	18,164.79
	(v)	Guarantee Scheme (if applicable)	:	CGC
	(vi)	Loan Account Number	:	60080159
	(vii)	Date of disbursement	:	30/03/2020

…

INDEMNIFICATION AGREEMENT

This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this_________ day of__________________ 2025 (the “Effective Date”) by and between MSAV Holdings Ltd, a Cayman Islands Business Company the “Company”), and_________________ (the “Indemnitee”).

WHEREAS, the Company believes it is essential to retain and attract qualified directors and officers;

WHEREAS, the Indemnitee is a director and/or officer of the Company;

WHEREAS, both the Company and the Indemnitee recognize the increased risk of litigation and other claims that may be asserted against directors and officers of public companies, as well as the possibility that in certain situations a threat of litigation may be employed to deter them from exercising their judgment in the best interests of the Company, and the consequent need to allocate the risk of personal liability through indemnification and insurance;

…

MSAV Holdings Ltd

No. 35-1, Jalan 2/115a,

Taman Pagar Ruyung,

Off Jalan Kuchai Lama,

58200 Kuala Lumpur, Malaysia]

Telephone: (+6) 03 7972 3025

[●] [●], 2025

______________________

______________________

______________________

______________________

Re:	Director’s Agreement

Dear _______,

MSAV Holdings Ltd (the “Company”) is pleased to offer you a position as a director on its Board of Directors and as the Chair of the [●], and a member of the Audit Committee and the Compensation Committee that we intend to form (collectively the “Board”). This letter shall constitute an agreement (the “Agreement”) between you and the Company and contains all the terms and conditions relating to the services you are to provide.

…

Dated this                  1st April 2026

BETWEEN

LIM LEGACY PROPERTIES SDN BHD

[Registration No.: 201401000035(1076105-T)]

AND

MEKAR SUBUR AV SDN BHD

[Registration No.: 201301025240(1055070-D)]

TENANCY AGREEMENT

DEMISED PREMISES:

LOT 5746, KEDAI B & KEDAI C, BATU 4½, JALAN KELANG LAMA, 58000 KUALA LUMPUR

TENANCY AGREEMENT

This Agreement is made the day and year stated in Item A of Schedule 1 hereto.

BETWEEN

(a)	“Landlord” the party whose particulars stated in Item B of Schedule 1 hereto which expression where the context so permits shall include its successors in title and assigns of the one part; and

(b)	“Tenant” the party whose particulars stated in Item C of Schedule 1hereto which expression where the context so permits shall include its successors in title and assigns of the other part.

WHEREAS

…

Date	:	22-04-2020

Ref No.	:	AFSB/005772/19-11/MSF

MEKAR SUBUR AV SDN BHD [COMPANY NO: 1055070D]
NO. 35-G & 35-1 JALAN 2/115A,
TAMAN PAGAR RUYUNG,
JALAN KUCHAI LAMA,
58200 KUALA LUMPUR.
(hereinafter named as ‘the Borrower’)		PRIVATE & CONFIDENTIAL

Dear Sirs,

Re:	BANKING FACILITY OF RM 860,000.00

AmBank (M) Berhad (Company No. 8515-D) (‘the Bank’) is pleased to inform you that your application for the banking facility [under SMEBiz Solutions Portfolio Guarantee Scheme (‘PGS’)] has been approved subject to the following terms and conditions:

1.0	Types of Facility & Limit

Facility		Limit (RM)
Term Loan (“TL”)		860,000.00
Total		860,000.00

2.0	Purpose of Facility

…

EXHIBIT A

Form of Lock-Up Agreement

[●], 2026

Prime Number Capital LLC

27F 12E 49th Street

New York, NY 10017

As Underwriter of the Company

Ladies and Gentlemen:

The undersigned understands that Prime Number Capital LLC, the representative (the “Representative”) of the underwriters (the “Underwriters”), proposes to enter into an underwriting agreement (the “Underwriting Agreement”) with, MSAV HOLDINGS LTD, a Cayman Islands company (the “Company”), in connection with the public offering (the “Offering”) of the Company’s ordinary share, par value $0.00001 per share (the “Ordinary Shares”).

…

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is made and entered into on [15] December 2025 by and between Tam Elton Lam (the “Executive”) and MSAV Holdings Ltd, a Cayman Islands company (the “Company”).

WHEREAS, the Executive has been the Chief Executive Officer of the Company since [15] December 2025 (the “Effective Date”).

WHEREAS, the Company and the Executive desire to enter into this Agreement to memorialize the terms and conditions of the Executive’s employment with the Company starting on the date hereof.

NOW, THEREFORE, in consideration of the premises, the mutual covenants and representations contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Article I. Employment; Responsibilities; Compensation

…

To:
		Alphabet Inc. 1600 Amphitheatre Parkway Mountain View, CA 94043 Attention:    [     ] Email:     [     ]
From:
		[Dealer] [Dealer Address]
Re:		[Base]1 [Additional]2 Call Option Transaction
Date:		[__], 2026

Dear Ladies and Gentlemen:

The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the “Transaction”) between [Dealer] (“Dealer”)[, through its agent [__________] (the “Agent”),]3 and Alphabet Inc., a Delaware corporation (“Counterparty”). This communication constitutes a “Confirmation” as referred to in the Agreement specified below.

…

To:

Alphabet Inc.

1600 Amphitheatre Parkway

Mountain View, CA 94043

Attention:    [     ]

Email:    [     ]

From:

[Dealer]

[Dealer Address]

Re:	[Base]1 [Additional]2 Call Option Transaction

Date:	[__], 2026

Dear Ladies and Gentlemen:

The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the “Transaction”) between [Dealer] (“Dealer”)[, through its agent [__________] (the “Agent”),]3 and Alphabet Inc., a Delaware corporation (“Counterparty”). This communication constitutes a “Confirmation” as referred to in the Agreement specified below.

…

AMENDMENT TO SIDE LETTER

This Amendment to Side Letter (this “Amendment”) dated as of June 4, 2026 (the “Amendment Effective Date”) is made between ITG Parent, LLC (“Parent”) and Peter Giacalone as Seller Representative (“Seller Representative”), and amends that certain Letter Agreement between Parent and the Continuing Sellers (as defined below), dated December 29, 2021 (as amended from time to time, the “Letter Agreement”). Any capitalized terms used but not defined herein shall have the meanings set forth in the Letter Agreement.

WHEREAS, on December 29, 2021, Parent entered into that certain Contribution Agreement (as amended from time to time, the “Contribution Agreement”) with Michael Brooks, Michael Lind, Christy Adkins, Peter Giacalone, Christopher Perkins, Troy McClendon, Chris Cowart, Guilherme Elias, Jerry Taylor and Tracey Giacalone (collectively, the “Sellers”);

…

ITG, INC.

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

This Non-Employee Director Compensation Policy (this “Policy”) of ITG, Inc. (the “Company”), as adopted by the Board of Directors of the Company (the “Board”), effective as of [●], 2026 (the “Effective Date”), sets forth the compensation payable to each member of the Board who is not an employee of the Company or any of its subsidiaries (each, a “Non-Employee Director”) as consideration solely for service on the Board. For the avoidance of doubt, nothing in this Policy will prohibit the Company from compensating any Non-Employee Director for services provided to the Company outside of such Non-Employee Director’s service on the Board. This Policy shall become effective on the Effective Date and shall remain in effect until it is revised or rescinded by the Board in its sole discretion at any time and from time to time.

…