Browse EX-10 agreements

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

…

Lease Agreement

Lessor: Henan Lingbao New Material Technology Co., Ltd.

Lessee: Nanyang Wandelong Commerce and Trade Co., Ltd.

Project Name: Lingbao New Materials Technology Commercial Project

Signing date : April 12 , 2023

Signing Location: Wandelong Headquarters

House rental contract

Signature of Lessor (hereinafter referred to as Party A): Henan Lingbao New Material Technology Co., Ltd.

Address: Lihe Industrial Park, Wancheng District, Nanyang City

Telephone : 0377-66082675

Mail:

Signature of Lessee (hereinafter referred to as Party B): Nanyang Wandelong Commerce and Trade Co., Ltd.

Address: Southwest corner of the intersection of Nandu Road and Fanli Road, Nanyang City

Telephone : 0377-63150315

Mail:

…

Letter of Financial Support

To the Board of Directors

CHROMARIE INTERNATIONAL LIMITED

I, Zhonghua Fu, majority shareholder of CHROMARIE INTERNATIONAL LIMITED (the “Company”), hereby unconditionally and irrevocably confirm that I will provide sufficient financial support to the Company, including by way of capital contribution, loan or other means, to enable the Company to meet its obligations as they fall due and maintain business continuity. This support is provided to support the going concern assumption in the Company’s statutory financial statements for the year ended March 31, 2025. I confirm I have the financial capacity to provide such support.

This letter is effective as of the date of signature and shall remain in force for 12 months.

Signed:

Zhonghua Fu

Date: October 30, 2025

INDEPENDENT DIRECTOR AGREEMENT

This DIRECTOR AGREEMENT (the “Agreement”) is made and entered into as of this [  ] day of [  ], by and between Chromarie International Limited, a Cayman Islands exempted company (the “Company”), and [  ] (the “Independent Director”) and shall become effective on the date on which the registration statement on Form F-1 relating to the Company’s initial public offering is declared effective by the U.S. Securities and Exchange Commission (the “Effective Date”).

WHEREAS, the Company desires to engage the Independent Director, and the Independent Director desires to serve, as a non-employee director of the Company, subject to the terms and conditions contained in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the receipt of which is hereby acknowledged, the Company and the Independent Director, intending to be legally bound, hereby agree as follows:

1. DEFINITIONS.

…

Dated the day of [  ]

CHROMARIE INTERNATIONAL LIMITED

and

[  ]

EMPLOYMENT AGREEMENT

FOR

EXECUTIVE OFFICER

THIS AGREEMENT is made on the day of [ ].

BETWEEN:

	(1)	Chromarie International Limited, a company incorporated in the Cayman Islands with limited liability with principal office at Lihe Industrial Park, Wancheng District, Nanyang City, Henan Province, PRC (the “Company”); and

	(2)	[  ], of [address] (the “Executive Officer”).

NOW IT IS HEREBY AGREED as follows:-

1.	DEFINITION AND INTERPRETATION

1.1.	In this Agreement, unless the context otherwise requires, the following words and expressions shall have the following meanings:-

…

Exhibit 10.2

	Dao Capital

Listing Advisory Service Agreement

Client: Henan Lingbao New Material Technology Co., Ltd. (hereinafter referred to as “Party A”)

Authorized Representative: Fu Zhonghua

Address: Lihe Industrial Park, Wancheng District, Nanyang City, Henan Province

Service Provider: Shanghai Daoli Business Consulting Co., Ltd. (hereinafter referred to as “Party B”)

Authorized Representative: Bao Xibin

…