Browse EX-10 agreements

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

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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

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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

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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;

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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

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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

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SHARE PURCHASE AGREEMENT

 

THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 26th 2026 (the “Execution Date”),

BY AND BETWEEN:

 

1.

SADOT Group Inc. a corporation organized and existing under the laws of Nevada in the United States of America, having its principal place of business at 295 E Renfro Street, Suite 209 Burleson, Texas 76028 USA (the “Seller”);

AND

 

2.

Dream America Marketing Services, Ltd , having its principal place of business at Davivienda Bldg, 1st fl. Meridiano Business Center. Escazu, SJ 10203. Costa Rica. (the “Purchaser”).

The Seller and the Purchaser are each referred to herein individually as a “Party” and collectively as the “Parties”.

RECITALS

 

WHEREAS the Seller is the sole and exclusive owner of one hundred per cent (100%) of the issued and outstanding membership interests (the “Interests”) in Sadot Latam LLC, a limited liability company organized and existing under the laws of Delaware (the “Company”); The assets of Sadot Latam are listed in Appendix A

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NEXSCIENT, INC.

DIRECTOR AGREEMENT

(Performance Restricted Stock Unit Award)

 

This Director Agreement (this “Agreement”) is made and entered into as of July 1, 2026 (the “Effective Date”), by and between Nexscient, Inc., a Delaware corporation (the “Corporation”), and ___________ (the “Director”). The Corporation and the Director are referred to herein collectively as the “Parties” and individually as a “Party.”

 

Recitals

 

WHEREAS, the Director serves as a non-employee member of the Board of Directors of the Corporation (the “Board”);

 

WHEREAS, the Corporation desires to retain the services of the Director as a non-employee director and to compensate the Director for such service solely through a performance-based award of restricted stock units, without any cash retainer, meeting fee, or other cash stipend; and

 

WHEREAS, the Director desires to continue serving the Corporation on the terms and subject to the conditions set forth herein.

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of June 18, 2026 by and among Raytech Holding Limited, a BVI business company incorporated under the laws of the British Virgin Islands (the “Company”) and the purchasers listed on Schedule I hereto (each, a “Purchaser” and collectively, the “Purchasers”). Each of the Company and the Purchasers is referred to herein individually as a “Party” and collectively as the “Parties.”

 

WHEREAS, the Company has filed with the United States Securities and Exchange Commission (the “Commission”) an effective shelf registration statement on Form F-3 (File No. 333-290696) (including the base prospectus contained therein, the “Registration Statement”), registering the offering and sale from time to time of, among other securities, its ordinary shares, par value US$0.0001 per share (adjusted following a 16-for-1 share consolidation effective on November 7, 2025);

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PRIVATE & CONFIDENTIAL

PLACEMENT AGENCY AGREEMENT

Date

June 18, 2026

To

Raytech Holding Limited      Attn: Mr. Tianfu Yuan, Executive Director

From

CBC Securities Inc.      Attn: Mr. Qiang Liu, Chief Executive Officer

Re

Placement Agency Agreement for F-3 shelf takedown transaction

 

This Placement Agency Agreement (this “Agreement”) is made as of June 18, 2026, by and between Raytech Holding Limited, a British Virgin Islands business company (the “Company”), and CBC Securities Inc., a Massachusetts corporation registered as a broker-dealer with the U.S. Securities and Exchange Commission (the “SEC”), a member of the Financial Industry Regulatory Authority (“FINRA”) and the Securities Investor Protection Corporation (“SIPC”) (the “Placement Agent” or “CBC”). This Agreement is a Supplemental Transaction Document entered into pursuant to, and shall be read together with, that certain Engagement Letter dated May 12, 2026 between the Company and CBC (the “Engagement Letter”). Capitalized terms used but not defined in this Agreement shall have the meanin

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PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT

 

THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of [__], 2026 (as it may be amended from time to time, this “Agreement”), entered into by and between Viking Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Viking Acquisition Sponsor II, LLC the “Purchaser”).

 

WHEREAS, the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting of (1) one Class A ordinary share, par value $0.0001 per share, of the Company (an “Ordinary Share”), and (2) one-third of one redeemable warrant (a “Warrant”) to purchase an Ordinary Share (a “Warrant Share”) to be governed by the Warrant Agreement to be entered into between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”). Each whole Warrant entitles the holder to purchase one Ordinary Share at an exercise price of $11.50 per Ordinary Share. The Purchaser has agreed to purchase an aggregate of 30

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REGISTRATION RIGHTS AGREEMENT

 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ____, 2026 is made and entered into by and among Viking Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Viking Acquisition Sponsor II, LLC a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, the representative of the underwriters (the “Representative”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

RECITALS

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