Browse EX-10 agreements

Exhibit 10.3

EXECUTIVE OFFICER AGREEMENT

THIS EXECUTIVE OFFICER AGREEMENT (this “Agreement”), dated as of October 1, 2025, is by and between Kepler Group Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), and Mr. Tony Cheng, an individual (the “Executive Officer”).

AGREEMENT

1. Appointment. The Executive Officer was appointed as chief financial officer on July 4, 2024. This Agreement will become effective from the date of effectiveness of the registration statement of the Company for the initial public offering of the ordinary shares of the Company (the “Effective Date”) and serves to regulate the employment relationship between the Company and the Director from the Effective Date. For the avoidance of doubt, this Agreement shall not affect the effectiveness of the appointment of the Executive Officer on July 4, 2024. The Company shall employ the Executive Officer and the Executive Officer shall diligently and faithfully serve

…

DIRECTOR AGREEMENT

THIS DIRECTOR AGREEMENT (this “Agreement”), dated as of September 3, 2025, is by and between Kepler Group Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), and Tam King Yeung Alvin, an individual (the “Director”).

AGREEMENT

**1. Appointment.**The Director is hereby appointed as a director of the Company. The Company shall employ the Director and the Director shall diligently and faithfully serve the Company as a director pursuant to the terms and conditions of this Agreement and subject to the amended and restated memorandum and articles of association of the Company, the Nasdaq Stock Market Rules (to the extent applicable) and other applicable laws and regulations.

…

Exhibit 10.1

DIRECTOR AGREEMENT

THIS DIRECTOR AGREEMENT (this “Agreement”), dated as of October 1, 2025, is by and between Kepler Group Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), and Kwok Yu Hin , an individual (the “Director”).

AGREEMENT

1. Appointment. The Director was appointed as director on October 10, 2023 and is hereby appointed as the chairman of the Board and the chief executive officer of the Company. This Agreement will become effective from the date of effectiveness of the registration statement of the Company for the initial public offering of the ordinary shares of the Company (the “Effective Date”) and serves to regulate the employment relationship between the Company and the Director from the Effective Date. For the avoidance of doubt, this Agreement shall not affect the effectiveness of the appointment of the Director on October 10, 2023. The Company shall employ the Director and the Director shall diligently and faithfully serve the Company as a director and chairman of the board and the chief executive

…

Nintech Mould Factory Inc.

South Fuyuan Road, Private Economy Industry Center, Jiangyan District, Taizhou City,

Jiangsu Province, PRC

____________, 2026

[NAME OF THE INDEPENDENT DIRECTOR]

[ADDRESS OF THE INDEPENDENT DIRECTOR]

Re: Director Offer Letter

Dear Mr./Ms. ____________,

Nintech Mould Factory Inc., a Cayman Islands exempted company limited by shares (the “Company”), is pleased to offer you a position as of member of its Board of Directors (the “Board”). We believe your background and experience will be a significant asset to the Company and we look forward to your participation on the Board. Should you choose to accept this position as a member of the Board, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company.

…

MOLD MANUFACTURING CONTRACT

April 2, 2025

Party A: TCL Home Appliances (Hefei) Co., Ltd.

Party B: Jiangsu Ningtai Mould Co., Ltd.

Important Notice and Explanation

	1.	To protect the rights of all parties, Party A has specially reminded Party B (including but not limited to bolding) of contract terms that materially affect Party B’s interests, including restrictions on Party B’s rights, assumption of liabilities, and disclaimers/limitations of Party A’s liabilities. Party B confirms that Party A has explained such terms as requested.

	2.	Each party has consulted legal professionals, fully and accurately understood all terms of this Contract, and signed it after reaching a complete consensus on the interpretation of the terms.

…

Mold Customization Contract

Party A: Taizhou LG Electronics Refrigerator Co., Ltd.

Legal Address: No.12 Yingbin Road, Hailing District, Taizhou, Jiangsu

Legal Representative: Li Yuanjiu

Party B: Jiangsu Ningtai Mould Co., Ltd.

Legal Address: Private Economic Industrial Center, Jiangyan District, Taizhou

Legal Representative: Wang Yangjie

Party A entrusts Party B to customize molds. To protect the interests of both parties, through negotiation, both parties hereto agree on the customization and manufacture of injection molds as follows.

	1.	Customized Mold Details

	1.1.	Party A entrusts Party B to manufacture 20 sets of injection molds. Amount (total including tax): Excluding tax RMB 6,228,000; Including 13% VAT RMB 7,037,640; Total in words: RMB Seven Million Thirty-Seven Thousand Six Hundred Forty Only. Delivery date: Jan 31, 2026.

…

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is entered into as of [●] by and between Nintech Mould Factory Inc., a Cayman Islands company (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.

RECITALS

The Board of Directors of the Company (the “Board of Directors”) has determined that the inability to attract and retain highly competent persons to serve the Company is detrimental to the best interests of the Company and its shareholders and that it is reasonable and necessary for the Company to provide adequate protection to such persons against risks of claims and actions against them arising out of their services to the corporation.

AGREEMENT

In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

A. DEFINITIONS

The following terms shall have the meanings defined below:

…

Nintech Mould Factory Inc.

South Fuyuan Road, Private Economy Industry Center,

Jiangyan District, Taizhou City,

Jiangsu Province, PRC

____________, 2026

[Name]

	Re:	Executive Offer Letter

Dear [Name],

Nintech Mould Factory Inc., a Cayman Islands exempted company limited by shares (the “Company”), is pleased to offer you a position as [position] of the Company. We believe your background and experience will be a significant asset to the Company and we look forward to your participation. Should you choose to accept this position, this letter agreement (this “Offer Letter”) shall constitute an agreement between you and the Company.

…

Exhibit 10.4

Exhibit 10.3

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of [date], is by and between Neucleus Group Limited , an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and [name], a member of the Company’s board of director (the “Board”) (the “Indemnitee”).

RECITAL

WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

WHEREAS, the amended and restated memorandum and articles of association (the “Memorandum and Articles”) of the Company require indemnification of the officers and directors of the Company and the Indemnitee may also be entitled to indemnification pursuant to the Companies Act (As Revised) of the Cayman Islands (the “Act”);

…

Exhibit 10.2

[Independent director’s address]

[Date]

Re: Independent Director Offer Letter – [Name of independent director]

Dear [Name of independent director],

Neucleus Group Limited, an exempted company incorporated in the Cayman Islands with limited liability (the “Company” or “we”), is pleased to offer you a position as an independent director of the Company. We believe your background and experience will be a significant asset to the Company and we look forward to your participation as an independent director in the Company. Should you choose to accept this position as an independent director, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company. Your appointment shall also be subject to the approval of the Company’s Board of Directors and/or Nominating and Compensation Committees.

1	Term, Appointment

…

Exhibit 10.1

DIRECTOR APPOINTMENT AGREEMENT

THIS DIRECTOR APPOINTMENT AGREEMENT (this “Agreement”), dated as of [date], is by and between Neucleus Group Limited , an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and [name], an individual (the “Director”).

AGREEMENT

1	Appointment

1.1

The Director was appointed as director on [date] [and is hereby appointed as the [chief executive officer / chief financial officer / chairman of the board] of directors of the Company]. This Agreement will become effective immediately prior to the effectiveness of our registration statement for the initial public offering of Class A ordinary shares of the Company (the “Effective Date”) and serves to regulate the employment relationship between the Company and the Director from the Effective Date. For the avoidance of doubt, this Agreement shall not affect the effectiveness of the appointment of the Director on [date].

…