Browse EX-10 agreements

Lagarosse Holdings Limited

846 Route de Camail

33550 Tabanac

France

 

Date: _________

 

Re: Director Offer Letter for [Independent Director Nominee]

 

Dear Mr./Ms. [Independent Director Nominee]:

 

Lagarosse Holdings Limited, a Cayman Islands company 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 offer letter shall constitute an employment agreement between you and the Company (the “Agreement”) and contains all the terms and conditions relating to the services you agree to provide to the Company. Your appointment shall begin immediately upon the Company’s listing on the Applicable Exchange (the “Commencement Date”). For purposes of this letter, “Applicable Exchange” means the national securities exchange on which the Company’s Class A

…

EMPLOYMENT AGREEMENT

 

This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of August 1, 2025 by and between Lagarosse Holdings Limited, an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), and Chung Keung Steve Loo, an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its subsidiaries (collectively, the “Group”).

 

RECITALS

 

The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below).

 

The Executive desires to be employed by the Company during the term of Employment and upon the terms and conditions of this Agreement.

 

AGREEMENT

 

The parties hereto agree as follows:

1. POSITION

 

The Executive hereby accepts the position of president (“President”) of the Company (the “Employment”).

2. TERM

…

[Date]

 

PURCHASE CONTRACT No.: [●]

Both parties as hereunder confirm that the Buyer purchase the following product from the Seller under the terms and conditions mentioned here below.

 

Seller:

SAS CHATEAU LAGAROSSE.

 

846 route de Camail.

 

33550 Tabanac.

 

Buyer :

[●]

 

[Address] (the “Purchaser”)

Description of the Product (Total = [●] Euro)

Description

 

Quantity

 

 

Price

 

 

Amount

 

Chateau Lagarosse Les Comtes 2012 75cl

 

 

      [●]

 

 

€

73,00

 

 

€

         [●]

 

Chateau Lagarosse Douley 2014 75cl

 

 

[●]

 

 

€

38,00

 

 

€

[●]

 

Chateau Lagarosse Douley 2016 75cl

 

 

[●]

 

 

€

38,00

 

 

€

[●]

 

Chateau Lagarosse Douley 2020 75d

 

 

[●]

 

 

€

38,00

 

 

€

[●]

 

Discount

 

 

 

 

 

 

 

 

 

 

[●]

 

Total

 

 

[●]

 

 

 

 

 

 

€

[●]

 

The wines come in carton of 12 bottles and palette of cartons. The number of bottles in this contract is of [●] bottles

The total amount of the contract is [●] Euros.

…

SUB-CONTRACT

 

CR CONSTRUCTION COMPANY LIMITED

 

 

AND

 

WORLDSTAR ENGINEERING LIMITED

 

 

IOF

 

TERM CONTRACT

 

FOR

 

MINOR WORKS 2022

 

FOR

 

NEW TERRITORIES WEST CLUSTER

 

CONTRACT NO. HA-TMC-040

 

CR and Worldstar Sub-Contract

 

 

THIS SUB-CONTRACT is made the 30 day of December two thousand and twenty-two.

 

BETWEEN

 

CR CONSTRUCTION COMPANY LIMITED whose registered business address is at Unit No. 3-16, Level 32, Standard Chartered Tower of Millennium City 1, No. 388 Kwun Tong Road, Kwun Tong, Kowloon, Hong Kong (“CR”);

 

and

 

WORLDSTAR ENGINEERING LIMITED whose registered business address is at Room 1103, Yuen Long Trading Centre, 33 Wang Yip Street West, Yuen Long, New Territories, Hong Kong (“Worldstar”).

Hereinafter, each of the parties shall also be individually referred to as a “Party” and collectively referred to as the “Parties”.

WHEREAS

 

A.

…

HSBC

 

 

COMMERCIAL BANI NG (CARM 241223 / CM 210120)

 

CONFIDENTIAL

 

The Director’s

 

Worldstar Engineering Limited

 

Room 1104, 11/F

 

Yuen Long Trading Centre

 

33 Wang Yip Street West

 

Yuen Long

 

New Territories

 

 

21 January 2025

 

Dear Sirs

 

BANKING FACILITIES

 

With reference to our’ recent discussions, we are pleased to confirm our agreement to granting you the following facilities. The facilities will be made available subject to (a) the specific terms and conditions outlined herein; (b) the Bank’s Terms and Conditions for Facilities; and (c) the general terms and conditions governing your’ account(s) with the Bank or (as the case may be) the relationship terms of business. In case of any conflict, the terms of the Facility Letter shall prevail, Definitions contained in the Bank’s Tenns and Conditions for Facilities apply to the Facility Letter, The Bank shall have an unrestricted discretion to reduce, cancel or suspend, oi determine whether or not to pens it drawings in relations to, the facilities. The facilities are subject to review at a

…

INDEPENDENT DIRECTOR APPOINTMENT AGREEMENT

 

THIS INDEPENDENT DIRECTOR APPOINTMENT AGREEMENT (this “Agreement”), dated as of [date], is by and between Worldstar Engineering Holdings Limited, a company registered and incorporated in the Cayman Islands (the “Company”), and [independent director], an individual (the “ID”).

 

AGREEMENT

 

1

Appointment

 

1.1

Subject to the provisions of this Agreement, the ID is hereby appointed as an independent director of the Company as of the date hereof. Such appointment will become effective immediately prior to the effectiveness of our registration statement for the initial public offering of ordinary shares of the Company (the “Effective Date”).

 

1.2

…

WORLDSTAR ENGINEERING HOLDINGS LIMITED

SHARE INCENTIVE PLAN

ARTICLE 1 PURPOSE

The purpose of this WORLDSTAR ENGINEERING HOLDINGS LIMITED Share Incentive Plan (the “Plan”) is to promote the success and enhance the value of WORLDSTAR ENGINEERING HOLDINGS LIMITED (the “Company”) by linking the personal interests of the members of the Board, Employees and Consultants who contribute to the success of the Company to those of Company shareholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to Company shareholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of members of the Board, Employees and Consultants upon whose judgment, interests and special efforts the successful conduct of the Company’s operation is largely dependent.

 

ARTICLE 2 DEFINITIONS AND CONSTRUCTION

…

THIS INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of [date], is by and between WORLDSTAR ENGINEERING HOLDINGS LIMITED, a company registered and incorporated in the Cayman Islands (the “Company”), and ________, 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;

…

EXECUTIVE OFFICER APPOINTMENT AGREEMENT 

 

THIS EXECUTIVE OFFICER APPOINTMENT AGREEMENT (this “Agreement”), dated as of [*], 2026,  is by and between Worldstar Engineering Holdings Limited, a company registered and incorporated in the Cayman Islands (the “Company”), and [*], an individual (the “Officer”).

 

AGREEMENT

 

1

Appointment

 

1.1

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

 

1.2

…

DIRECTOR APPOINTMENT AGREEMENT

 

THIS DIRECTOR APPOINTMENT AGREEMENT (this “Agreement”), dated as of [ * ], 2026,  is by and between WORLDSTAR ENGINEERING HOLDINGS LIMITED, a company registered and incorporated in the Cayman Islands (the “Company”), and [*], an individual (the “Director”).

 

AGREEMENT

 

1

Appointment

 

1.1

The Director was appointed as Director on [*] and  is hereby appointed as the [ Director/chief executive officer] of the Company. This Agreement will become effective immediately prior to the effectiveness of our registration statement for the initial public offering of 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 [*].

 

1.2

…

KOEI GROUP CO., LTD.

2026 EQUITY INCENTIVE COMPENSATION PLAN

 

1.Purpose; Eligibility.

 

1.1General Purpose. The name of this plan is the Koei Group Co., Ltd. 2026 Equity Incentive Compensation Plan (the “Plan”). The purposes of the Plan are to (a) enable Koei Group Co., Ltd., a Japanese joint-stock corporation (the “Company”), and any Affiliate to attract and retain the types of Employees, Consultants, Directors and Statutory Auditors who will contribute to the Company’s long term success; (b) provide incentives that align the interests of Employees, Consultants, Directors and Statutory Auditors with those of the shareholders of the Company; and (c) promote the success of the Company’s business.

 

1.2Eligible Award Recipients. The persons eligible to receive Awards are the Employees (including Officers), Consultants, Directors and Statutory Auditors of the Company and its Affiliates and such other individuals designated by the Committee who are reasonably expected to become Employees, Consultants, Directors and Statutory Auditors after the receipt of Awards.

…

SHARE SALE AND PURCHASE AGREEMENT

THIS SHARE SALE AND PURCHASE AGREEMENT (“SPA”) is entered into as of 19 December 2025 (“Effective Date”).

 

BY AND BETWEEN:

(1)

HIDAKA HOLDLINGS (2008) CO., LTD., a company incorporated and existing under the laws of Thailand, having its registered office at 27 Hidaka Building, Floor 4 Soi Bangna-Trad 25, Bangna-Trad Road, Bangna Nuea Subdistrict, Bangna District, Bangkok 10260, Thailand (“Purchaser”); and

 

 

(2)

KOEI JAPAN CO., LTD., a company incorporated and existing under the laws of Japan, having its registered office at 1-13-3 Fukuura, Kanazawa-ku, Yokohama-shi, Kanagawa 236-0004, Japan (“Seller”).

 

Each of the Purchaser and the Seller may be referred to individually as a “Party” and collectively as the “Parties”.

WHEREAS:

(A)

The Purchaser intends to acquire forty-nine (49) percent of the total Shares in the Company from the Seller.

 

 

(B)

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